<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM 10-Q/A

(Mark One)

  X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
                               ------------------

                                       or

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the transition period from _____________________ to _____________________

                         Commission File Number: 0-27202

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                      OHIO                             34-1803229
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

      32000 AURORA ROAD, SOLON, OHIO                      44139
--------------------------------------------------------------------------------
  (Address of principal executive offices)              (Zip Code)


                                 440 / 519-0500
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X  No
                                       ---    ---

There were 20,300,182 shares of the Registrant's Common Stock, $.001 par value
per share, outstanding as of October 31, 1999.


<PAGE>   2

EXPLANATORY NOTE

This Form 10-Q/A adds Item 1 of Part II and amends narrative in Part I of the
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999.

This Form 10-Q/A replaces in its entirety the Form 10-Q for the quarterly period
ended September 30, 1999 previously filed.

                                      INDEX

                      ADVANCED LIGHTING TECHNOLOGIES, INC.


                                                                            PAGE
                                                                            NO.
PART I            FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

                Condensed Consolidated Balance Sheets -
                     September 30, 1999 and June 30, 1999 ..................  2

                Condensed Consolidated Statements of Operations --
                     Three months ended September 30, 1999 and 1998 ........  3

                Condensed Statement of Consolidated Shareholders' Equity --
                     Three months ended September 30, 1999..................  4

                Condensed Consolidated Statements of Cash Flows --
                     Three months ended September 30, 1999 and 1998.........  5

                Notes to Condensed Consolidated Financial Statements........  6

Item 2.     Management's Discussion and Analysis of Financial Condition
                and Results of Operations...................................  12

Item 3.     Quantitative and Qualitative Disclosures about Market Risk......  27


PART II     OTHER INFORMATION

Item 1.     Legal Proceedings...............................................  28

Item 5.     Other Information...............................................  28

Item 6.     Exhibits and Reports on Form 8-K................................  29

SIGNATURES..................................................................  31

EXHIBIT INDEX...............................................................  32




<PAGE>   3



                      ADVANCED LIGHTING TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                      (Unaudited)        (Audited)
                                                                                     SEPTEMBER 30,        JUNE 30,
                                                                                         1999               1999
                                                                                       ---------         ---------
<S>                                                                                    <C>               <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                           $   4,259         $   3,830
   Short-term investments                                                                    -                 350
   Trade receivables, less allowances of $1,186 and $1,257                                29,698            25,485
   Receivables from related parties                                                          134                48
   Inventories:
      Finished goods                                                                      23,879            24,275
      Raw materials and work-in-process                                                   17,221            16,501
                                                                                       ---------         ---------
                                                                                          41,100            40,776
   Prepaid expenses                                                                        2,476             2,354
                                                                                       ---------         ---------
Total current assets                                                                      77,667            72,843

Property, plant and equipment:
   Land and buildings                                                                     38,338            38,364
   Production machinery and equipment                                                     54,863            53,508
   Other equipment                                                                         6,413             6,413
   Furniture and fixtures                                                                 20,536            20,426
                                                                                       ---------         ---------
                                                                                         120,150           118,711
   Less accumulated depreciation                                                          18,111            16,263
                                                                                       ---------         ---------
                                                                                         102,039           102,448

Receivables from related parties                                                           5,638             5,048
Investments in affiliates                                                                 13,498            13,475
Other assets                                                                               6,647             6,586
Intangible assets                                                                         32,431            32,695
Excess of cost over net assets of businesses acquired, net                                51,012            51,411
                                                                                       ---------         ---------
                                                                                       $ 288,932         $ 284,506
                                                                                       =========         =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Short-term debt and current portion of long-term debt                               $   8,536         $   8,543
   Accounts payable                                                                       23,415            23,310
   Payables to related parties                                                             2,646             1,126
   Employee-related liabilities                                                            3,613             3,781
   Accrued income and other taxes                                                            988               904
   Other accrued expenses                                                                 12,732            16,550
                                                                                       ---------         ---------
Total current liabilities                                                                 51,930            54,214

Long-term debt                                                                           158,891           152,496
Other liabilities                                                                            427               355

Shareholders' equity
   Preferred stock, $.001 par value, 1,000 shares authorized, no shares issued               -                 -
   Common stock, $.001 par value, 80,000 shares authorized, 20,297 shares
       issued and outstanding as of September 30, 1999 and 20,278 shares issued
       and outstanding as of June 30, 1999                                                    20                20
   Paid-in-capital                                                                       190,799           190,654
   Accumulated other comprehensive income (loss)                                            (601)             (949)
   Loan receivable from officer                                                           (8,988)           (9,520)
   Retained earnings (deficit)                                                          (103,546)         (102,764)
                                                                                       ---------         ---------
                                                                                          77,684            77,441
                                                                                       ---------         ---------
                                                                                       $ 288,932         $ 284,506
                                                                                       =========         =========
</TABLE>


See notes to condensed consolidated financial statements



                                       2
<PAGE>   4

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (In thousands, except per share dollar amounts)

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS ENDED
                                                                                     SEPTEMBER 30,
                                                                              -------------------------
                                                                                1999             1998
                                                                              --------         --------

<S>                                                                           <C>              <C>
Net sales                                                                     $ 56,180         $ 51,287

Costs and expenses:
   Cost of sales                                                                34,844           30,904
   Marketing and selling                                                        10,175            9,401
   Research and development                                                      3,495            3,965
   General and administrative                                                    4,035            4,505
   Amortization of intangible assets                                               675              665
                                                                              --------         --------
Income from operations                                                           2,956            1,847

Other income (expense):
   Interest expense                                                             (3,790)          (2,741)
   Interest income                                                                 220              238
   Income (loss) from equity investments                                            50             (189)
                                                                              --------         --------

Loss from continuing operations before income taxes
   and cumulative effect of accounting change                                     (564)            (845)
Income taxes                                                                       218             (174)
                                                                              --------         --------

Loss from continuing operations before
   cumulative effect of accounting change                                         (782)            (671)
Reclassification of discontinued operations to continuing operations               -                853
Cumulative effect of change in accounting for start-up costs                       -             (2,443)
                                                                              --------         --------

Net loss                                                                      $   (782)        $ (2,261)
                                                                              ========         ========

Earnings (loss) per share -- basic and diluted:
  Loss from continuing operations                                             $   (.04)        $   (.03)
  Reclassification of discontinued operations to continuing operations             -                .04
  Cumulative effect of accounting change                                           -               (.12)
                                                                              --------         --------
Earnings (loss) per share -- basic and diluted                                $   (.04)        $   (.11)
                                                                              ========         ========

Weighted average shares outstanding:
    Basic and diluted                                                           20,284           20,205
                                                                              ========         ========
</TABLE>









See notes to condensed consolidated financial statements

                                        3

<PAGE>   5
                      ADVANCED LIGHTING TECHNOLOGIES, INC.
      CONDENSED STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY (UNAUDITED)
                      THREE MONTHS ENDED SEPTEMBER 30, 1999
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                               ACCUMULATED      LOAN
                                  COMMON STOCK                  COMPREHENSIVE    OTHER       RECEIVABLE   RETAINED
                               ------------------    PAID-IN        INCOME    COMPREHENSIVE     FROM      EARNINGS
                               SHARES   PAR VALUE    CAPITAL        (LOSS)    INCOME (LOSS)   OFFICER     (DEFICIT)      TOTAL
                               ------   ---------    -------        ------    -------------   -------     ---------      -----

<S>                           <C>        <C>        <C>              <C>         <C>        <C>           <C>         <C>
Balance at July 1, 1999       20,278     $ 20       $ 190,654                    $ (949)    $ (9,520)    $(102,764)   $ 77,441

Net loss                                    -               -        (782)            -            -          (782)       (782)

Interest on loan to officer                                                                     (188)                     (188)

Interest payment received                                                                        720                       720

Stock issued pursuant to
  employee benefit plan           11        -              95           -             -            -             -          95

Stock purchases
  by employees                     8        -              50           -             -            -             -          50

Other comprehensive
  income (loss):
  Foreign currency
    translation adjustment                                            348
Other comprehensive                                                ------
  income (loss)                                                       348           348                                    348
                              ------     ----       ---------      ------        ------     --------     ---------    --------
Comprehensive
  income (loss)                                                    $ (434)
                                                                   ======
BALANCE AT
  SEPTEMBER 30, 1999          20,297     $ 20       $ 190,799                    $ (601)    $ (8,988)    $(103,546)   $ 77,684
                              ======     ====       =========                    ======     ========     =========    ========
</TABLE>








See notes to condensed consolidated financial statements.




                                       4
<PAGE>   6

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                                                               SEPTEMBER 30,
                                                                         -------------------------
                                                                           1999             1998
                                                                         --------         --------
<S>                                                                      <C>              <C>
OPERATING ACTIVITIES
   Net loss                                                              $   (782)        $ (2,261)
   Adjustments to reconcile net income (loss) to net cash
      used in operating activities:
         Depreciation                                                       1,849            1,479
         Amortization                                                         675              665
         Provision for doubtful accounts                                       24              -
         (Income) loss from equity investments                                (50)             189
         Income from discontinued operations                                  -               (853)
         Cumulative effect of accounting change                               -              2,443
         Changes in operating assets and liabilities:
            Trade receivables                                              (4,324)          (6,057)
            Inventories                                                      (324)          (5,571)
            Prepaids and other assets                                        (784)            (447)
            Accounts payable and accrued expenses                          (1,439)          (3,773)
            Payments related to special charge accruals                      (792)            (529)
            Other                                                             978             (378)
                                                                         --------         --------
                            Net cash used in operating activities          (4,969)         (15,093)

INVESTING ACTIVITIES
   Capital expenditures                                                    (1,440)          (9,313)
   Sale of short-term investments                                             350              -
   Purchases of businesses                                                    -             (3,257)
   Investments in affiliates                                                  -             (4,848)
                                                                         --------         --------
                            Net cash used in investing activities          (1,090)         (17,418)

FINANCING ACTIVITIES
   Proceeds from revolving credit facility                                 48,379           88,307
   Payments of revolving credit facility                                  (40,716)         (54,681)
   Proceeds from long-term debt                                               -                868
   Payments of long-term debt and capital leases                           (1,320)          (1,447)
   Issuance of common stock                                                   145              336
                                                                         --------         --------
                        Net cash provided by financing activities           6,488           33,383
                                                                         --------         --------

Increase in cash and cash equivalents                                         429              872
Cash and cash equivalents, beginning of period                              3,830           22,167
                                                                         --------         --------

                         CASH AND CASH EQUIVALENTS, END OF PERIOD        $  4,259         $ 23,039
                                                                         ========         ========

SUPPLEMENTAL CASH FLOW INFORMATION
     Interest paid                                                       $  3,535         $  4,510
     Income taxes paid                                                        -                 60
     Capitalized interest                                                      16              209

     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


                                       5
<PAGE>   7

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 1999
                          (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, consisting
of normal recurring accruals. 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, 1999. Operating results for the three
months ended September 30, 1999 are not necessarily indicative of the results
that may be expected for the full-year ending June 30, 2000.

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.

Accounting Change - Cost of Start-Up Activities

During the fourth quarter of fiscal 1999, the Company adopted Statement of
Position ("SOP") 98-5, "Reporting on the Costs of Start-Up Activities,"
effective July 1, 1998. The first quarter of fiscal 1999 has been restated to
reflect the cumulative effect of the accounting change.

New Accounting Standards

The Company has not yet adopted Statement of Financial Accounting Standards
("FAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities."
FAS No. 133 requires that all derivatives, such as interest rate exchange
agreements (swaps), be recognized on the balance sheet at fair value.
Derivatives which are not hedges must be adjusted to fair value through the
results of operations. Derivatives determined to be hedges will be adjusted to
fair value through either the results of operations or other comprehensive
income, depending on the nature of the hedge. The Company is required to adopt
FAS No. 133, as subsequently amended by FAS No. 137, on July 1, 2000. The
impact, if any, on net income, comprehensive income and financial position will
depend on the amount, timing and nature of any agreements entered into by the
Company.

                                       6
<PAGE>   8


                      ADVANCED LIGHTING TECHNOLOGIES, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED
                               SEPTEMBER 30, 1999
                          (Dollar amounts in thousands)


B. BASIS OF PRESENTATION (CONTINUED)

Financial Statement Presentation Changes

Certain amounts for prior periods have been reclassified to conform to the
current period reporting presentation.


C. COMPREHENSIVE INCOME

Statement of Financial Accounting Standards (FAS) No. 130, "Reporting
Comprehensive Income," 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, 1999 and 1998, the Company's
comprehensive loss was $(434) and $(1,995), respectively.


D. BANK CREDIT FACILITY

In May 1999, the Company replaced its existing Credit Facility with a $50,000
revolving credit loan and $25,000 term loan provided by several financial
institutions. Subsequent to June 30, 1999 the Company reduced its commitment to
a $60,000 facility. Proceeds from the facility were used to repay the Company's
existing credit facility and certain other long-term debt. The revolving credit
loan has a three-year term expiring in May 2002. Interest rates on revolving
credit loans outstanding are based, at the Company's option, on LIBOR plus 2.75%
or the agent bank's prime rate. Availability of borrowings is determined by the
Company's eligible accounts receivable and inventories. The term loan has a
five-year term expiring in May 2004. The Company pays monthly principal payments
that total $3,576 annually, with the unpaid balance due at maturity. Interest
rates on the term loan are based, at the Company's option, on LIBOR plus 3.25%
or the agent bank's prime rate.

The Bank Credit Facility contains certain affirmative and negative covenants
customary for this type of agreement, prohibits cash dividends, and includes
financial covenants with respect to the coverage of certain fixed charges. The
principal security for the revolving credit loan is substantially all of the
personal property of the Company and each of its North American and United
Kingdom subsidiaries. The term loan is secured by substantially all of the
Company's machinery and equipment and is cross-collateralized and secured with
the revolving credit loan.



                                       7
<PAGE>   9


                      ADVANCED LIGHTING TECHNOLOGIES, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED
                               SEPTEMBER 30, 1999
                          (Dollar amounts in thousands)


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 the 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 Notes 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

At September 30, 1999, the Company had an accrual principally related to the
execution of the Company's fiscal 1999 shift in strategic direction intended to
accelerate and intensify the Company's focus on its metal halide products. The
accrual relates to: limiting Pacific Rim expansion; changing global lamp
manufacturing strategy; restructuring marketing operations in North America and
Europe; accelerating an exit from noncore product lines; reducing excess
overhead including staffing reductions; consolidating an equipment manufacturing
operation into the Company's Solon, Ohio facility and significantly reducing the
size of the operation; and, reducing capital expenditures. All actions required
by the plans are expected to be completed by March 31, 2000. The amounts the
Company will ultimately incur may change as the Company's plans are executed and
actions are completed.








                                       8
<PAGE>   10


                      ADVANCED LIGHTING TECHNOLOGIES, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED
                               SEPTEMBER 30, 1999
                          (Dollar amounts in thousands)


F. SPECIAL CHARGES (CONTINUED)

Details of the activity related to the fiscal 1999 special charges for the three
months ended September 30, 1999 are summarized as follows:

<TABLE>
<CAPTION>
                                                                      BALANCE AS OF      CHARGES       BALANCE AS OF
                    DESCRIPTION                     CASH/NONCASH      JUNE 30, 1999      UTILIZED      SEPT. 30, 1999
      -----------------------------------------   -----------------  ----------------  -------------  ------------------

<S>                                               <C>                        <C>              <C>             <C>
      Lease/contract cancelations                 Cash/Noncash               $ 3,689          $ 441           $ 3,248
      Reduce staffing requirements                Cash/Noncash                   501            135               366
      Severance                                   Cash                           180             30               150
      Program cancelation                         Cash                           128             78                50
      Terminate management benefit program        Cash/Noncash                    86              -                86
      Shut-down costs of facilities               Cash                            78             53                25
      Write-off long-lived assets                 Cash/Noncash                    49             49                 -
      Other                                       Cash                           143              6               137
                                                                     ----------------  -------------  ----------------

                                                                             $ 4,854          $ 792           $ 4,062
                                                                     ================  =============  ================
</TABLE>


G.  DISCONTINUED OPERATIONS SUBSEQUENTLY RETAINED

Microsun Technologies, Inc. ("Microsun") was identified in March 1998 for
disposition through a plan to distribute to ADLT shareholders all of the
ownership of Microsun in a tax-free spin-off transaction estimated to be
completed by December 1998. Because of the deterioration of the capital markets
and the inability to raise capital necessary to spin-off the Microsun business,
the Company concluded that it would wind-down the operations, close the
manufacturing facilities and liquidate the assets of Microsun. At June 30, 1999,
the plan of wind-down had been accomplished, the manufacturing facilities closed
and substantially all assets had been disposed. Accordingly, there were no
remaining discontinued operations accrued losses associated with Microsun at
June 30, 1999.

In October 1999, management decided, with the approval of the Board of
Directors, to retain the Microsun business--the portable lighting fixture
products business that uses metal halide lighting technology--as part of the
Company's continuing operation. The decision to retain the business was based on
management's belief that, among other reasons, the market demand for Microsun
products remains substantial; the market potential will be expanded as the
Microsun portable lighting fixtures will be marketed and sold along with other
existing lines of products for residential use in an e-commerce format
("Microsun.com"); and the Microsun business will use the fulfillment
capabilities and infrastructure of existing ADLT businesses.

In retaining the Microsun business, the Company will concentrate on assembling
fixtures produced by subcontractors, thereby eliminating the need for the
machinery, equipment and facilities that were used in the previous operation.
The assembly process will be performed at existing ADLT businesses utilizing
existing facilities and operations. The Company will utilize the customer
service systems and personnel of an existing ADLT business, as well as the
Internet at http://www.microsun.com, to receive, process and fill orders.
Therefore, the Microsun business has been retained but without the use of the
manufacturing processes or assets used in the previous operations.

In accordance with generally accepted accounting principles, the accompanying
financial statements have been reclassified to present Microsun within
continuing operations.


                                       9
<PAGE>   11


                      ADVANCED LIGHTING TECHNOLOGIES, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED
                               SEPTEMBER 30, 1999
                          (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 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 CEO has paid accrued interest of $720 on the loan through October 6, 1999.
The principal on the loan was due on October 6, 1999. Members of the Board of
Directors and the CEO are discussing alternative payment terms which will
achieve the Board's original business objectives in making the loan and meet the
Company's current business needs. The Directors and the CEO believe that these
discussions will be completed by January 2000. The Board has informed the CEO
that the Company may require immediate payment during these discussions if the
Company requires the payment to prevent an unacceptable strain on cash
resources.


I. CONTINGENCY

In April and May 1999, three class action suits were filed in the United States
District Court, Northern District of Ohio, by certain alleged shareholders of
the Company on behalf of themselves and purported classes consisting of Company
shareholders, other than the defendants and their affiliates, who purchased
stock during the period from December 30, 1997 through September 30, 1998 or
various portions thereof. A First Amended Class Action Complaint, consolidating
the three lawsuits, was filed on September 30, 1999, and the action is now
pending before a single judge. The named defendants in the case - styled In re
Advanced Lighting Technologies, Inc. Securities Litigation, Master File No.
1:99CV836, pending before the United States District Court, Northern District of
Ohio - are the Company and its Chairman and Chief Executive Officer.

The First Amended Class Action Complaint alleges generally that certain
disclosures attributed to the Company contained misstatements and omissions
alleged to be violations of Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5, including claims for "fraud on the market" arising from alleged
misrepresentations and omissions with respect to the Company's


                                       10
<PAGE>   12

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED
                               SEPTEMBER 30, 1999
                          (Dollar amounts in thousands)


I. CONTINGENCY (CONTINUED)

financial performance and prospects and alleged violations of generally accepted
accounting principles by, among other things, improperly recognizing revenue and
improper inventory accounting. The Complaint seeks certification of the
purported class, unspecified compensatory and punitive damages, pre- and
post-judgment interest and attorneys' fees and costs.

The Company and the CEO believe that these claims lack merit and they intend to
vigorously defend against these actions.


J. SUBSEQUENT EVENT -- GENERAL ELECTRIC COMPANY INVESTMENT

During September 1999, General Electric Company ("GE") executed a definitive
agreement to make an investment in the Company of $20,554. During October 1999,
GE completed the investment in the Company. In exchange for the investment, GE
received 761,250 shares of the Company's newly-created Series A Stock
convertible at any time into 3,045,000 shares of Company Common Stock (subject
to adjustment). GE also received a Warrant (the "Initial Warrant") to purchase
an additional 1,000,000 shares of Company Common Stock (subject to adjustment),
which is immediately exercisable at $.01 per share. GE has been a holder of
535,887 shares of Company Common Stock since the Company's initial public
offering in 1995. The Series A Stock, Common Stock issuable on exercise of the
Initial Warrant, and the Common Stock held by GE represent (after giving effect
to the shares issued on exercise of the Initial Warrant) approximately 18.8% of
the voting power and equity ownership of the Company after the GE investment.
The proceeds of the transaction were applied principally to the reduction of
short-term liabilities and outstanding amounts under the Company's Bank Credit
Facility.

The Series A Stock has a liquidation preference of $27 per share, plus an amount
equal to 8% per annum from the date of issuance to the date of payment
("Liquidation Preference Amount"). The Company is required to redeem any shares
of Series A Stock which have not been converted or retired on September 30,
2010. In addition, GE may, by notice, require the Company to redeem the
outstanding Series A Stock, within one year following either September 30, 2004,
or the occurrence of certain corporate events. If the Company fails to maintain
certain financial ratios, GE will have the right to acquire a combination of
subscription rights to additional shares and proxies with respect to shares
voted by certain officers of the Company, giving GE the ability to obtain the
majority of the voting power of the Company.






                                       11
<PAGE>   13


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
(Dollar amounts in thousands)

This report on Form 10-Q may contain forward-looking statements. For this
purpose, any statement contained herein that is not a statement of historical
fact may be deemed to be a forward-looking statement. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects," and similar
expressions are intended to identify forward-looking statements. There are a
number of factors that could cause the Company's actual results to differ
materially from those indicated by such forward-looking statements. Such factors
are detailed in the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999 filed with the Securities and Exchange Commission.

The following is management's discussion and analysis of certain significant
factors which have affected the results of operations and should be read in
conjunction with the accompanying unaudited Condensed Consolidated Financial
Statements and notes thereto.

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 the January 1998 acquisition of
Deposition Sciences, Inc.("DSI"), the Company also manufactures and markets
turnkey deposition equipment to produce thin film coatings for a variety of
applications. Systems, components and materials revenue is recognized when
products are shipped, and deposition 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 $31,539 on research and development, representing 7.2% of aggregate
net sales from continuing operations over that period. Such expenditures have
enabled the Company to develop new applications for metal halide lighting,
improve the quality of its materials, and introduce new specialized products,
such as the Uni-Form(R) pulse start products. Uni-Form(R) pulse start products
are a new generation of metal halide components and systems which permit (a)
increased light output with lower power utilization, (b) faster starting, (c) a
quicker restart of lamps which have been recently turned off, and (d) better
color uniformity. 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. In January 1998, the Company acquired Ruud Lighting, Inc.
and DSI. These acquisitions enabled the Company to complete the assembly of the
necessary operations to take a leadership role in the development, manufacturing
and marketing of new and better systems in the growing metal halide lighting
industry.



                                       12
<PAGE>   14

RECENT DEVELOPMENTS

GENERAL ELECTRIC COMPANY INVESTMENT

On September 28, 1999, General Electric Company ("GE") entered into a definitive
agreement to make an investment in the Company of $20,554. On October 6, 1999,
GE completed the investment in the Company.

The additional capital resources provided by the GE investment are expected to
provide additional flexibility to pursue opportunities in the metal halide
business. In addition, GE and the Company have entered into a five year,
renewable agreement for the supply of metal halide salts to GE. The Company and
GE are in discussions with respect to other supply arrangements. The Company
anticipates that the GE investment and the expansion which it will permit will
result in an expanded supplier-customer relationship with GE, enhancing the
Company's earnings and competitive position in the metal halide marketplace.

The GE investment includes 761,250 shares of the Company's newly-created Series
A Stock convertible at any time into 3,045,000 shares of Company Common Stock
(subject to adjustment). GE also received a Warrant (the "Initial Warrant") to
purchase an additional 1,000,000 shares of Common Stock of the Company (subject
to adjustment), which is immediately exercisable. GE has been a holder of
535,887 shares of Company Common Stock since the Company's initial public
offering in 1995. The Series A Stock, Common Stock issuable on exercise of the
Initial Warrant and the Common Stock held by GE represent (after giving effect
to the shares issued on exercise of the Initial Warrant) approximately 18.8% of
the voting power and equity ownership of the Company. See "Terms of the Series A
Stock" and "Terms of the Initial Warrant." Pursuant to the terms of the Stock
Purchase Agreement, GE is to provide the Company with five nominees as potential
Company's Board of Directors who are not directors, officers, employees or 10%
shareholders of GE. The Company is required to cause the number of such nominees
serving on the Board to be equal to the greater of 20% of the number of members
of the Board or the number of members which most nearly corresponds to GE's
percentage ownership interest in the Company.

The proceeds of the GE transaction have been applied principally to the
reduction of short-term liabilities and outstanding amounts under the Company's
Credit Facility, and have the effect of increasing available borrowings under
the Company's Credit Facility.

The following summaries of the terms of the Series A Stock, the Terms of the
Initial Warrant and Additional Terms of the GE Transaction are summaries of the
definitive documents in connection with the GE investment.

Terms of the Series A Stock

The Series A Stock is a newly authorized series of preferred stock of the
Company created for issuance in the GE transaction. 761,250 shares of Series A
Stock have been authorized and issued to GE. The Series A Stock has a
liquidation preference of $27 per share, plus an amount equal to 8% per annum
from the date of issuance to the date of payment ("Liquidation Preference
Amount").



                                       13
<PAGE>   15

Each outstanding share of Series A Stock is convertible at any time into four
shares (subject to adjustment as described below) of Common Stock of the
Company. Prior to conversion, holders of Series A Stock are entitled to vote in
all shareholder matters together with the holders of Company Common Stock as a
single class. In any such vote, the holders of Series A Stock are entitled to
four votes (equal to the number of shares of Common Stock into which the Series
A Stock held may initially be converted).

The Company is required to redeem any shares of Series A Stock which have not
been converted or retired on September 30, 2010. Any such redemption would be
made at the Liquidation Preference Amount. In addition, holders of the Series A
Stock may require the Company to redeem their shares of Series A Stock by giving
notice to the Company on or before September 30, 2004. If such notice is given,
the Company will be required to make such redemption on or prior to September
30, 2005. In addition, holders of Series A Stock will be entitled to require the
Company to redeem the Series A Stock following the occurrence of any of the
following events (each a "Triggering Event"): (1) failure of the shareholders of
the Company to approve, at the 1999 annual meeting, proposals necessary for
exercise of any rights to acquire beneficial ownership of additional shares of
Common Stock as described in "Additional Terms of the GE Transaction"; or (2)
any action by the Company to give effect to certain major corporate actions,
including actions to merge, sell all or a substantial portion of its assets
(other than in the ordinary course of business), issue capital stock, incur or
have outstanding indebtedness for borrowed money in excess of $210,000. Upon the
occurrence of a Triggering Event, the holders of the Series A Stock may require
the Company to redeem their shares of Series A Stock by giving notice to the
Company within 90 days following the Triggering Event. If such notice is given,
the Company will be required to make such redemption within one year following
such notice. Any such redemption would be made at the Liquidation Preference
Amount. Under the terms of the bank's revolving credit facility and the
indenture (the "Indenture") relating to the Company's Senior Notes due 2008, the
redemption of the Series A Stock would currently constitute an event of default,
permitting acceleration of the related indebtedness. If prior consent of the
banks is obtained, the redemption is permitted under the credit facility.
Payments for the redemption of equity securities are "Restricted Payments" under
the Indenture. The total of all "Restricted Payments" under the Indenture (with
exceptions not applicable to stock redemption) cannot exceed one-half of the
total of consolidated net earnings of the Company (excluding consideration of
certain unusual items) from April 1, 1998 (taken as a single period) plus the
amount of proceeds received from sales of non-redeemable stock. As of September
30, 1999, the Company had a net loss, excluding extraordinary items, of $79,442
for the period. Until this deficit has been cured, the Company cannot redeem the
Series A Stock without causing an event of default with respect to the Senior
Notes. In addition, the Indenture prohibits Restricted Payments (with exceptions
not applicable to stock redemptions) at any time where the ratio of EBITDA to
Interest Expense for the preceding four fiscal quarters does not exceed 2.5
to 1.

Subject to approval by Company shareholders, if the Company fails to make any
redemption as required (subject to permitted deferrals in the event that such
redemption would cause an event of default with respect to certain indebtedness
of the Company), the conversion ratio of the Series A Stock would be increased
from four shares of Common Stock to eight shares of Common Stock per share of
Series A Stock. In addition, also subject to the approval of Company
shareholders, the conversion ratio will be subject to adjustment to prevent
dilution of the interest of GE by the issuance of Common Stock after October 6,
1999. Except for issuance

                                       14
<PAGE>   16


of shares under existing employee benefit plans, and certain other enumerated
exceptions, any shares of Common Stock issued at a price below $6.75 per share,
or, if higher, below the then current market price, would result in adjustment
of the conversion ratio. Any adjustment in the conversion ratio would not affect
the voting power represented by shares of Series A Stock prior to conversion.

Upon liquidation, each share of Series A Stock will be entitled to be paid the
Liquidation Preference Amount prior to any payment or distribution to the
holders of Company Common Stock. Following such payment, holders of Series A
Stock will be entitled to a proportional share of any distribution to holders of
Company Common Stock based on the number of shares of Common Stock into which
the Series A Stock could have been converted at the time of the liquidation.

Terms of the Initial Warrant

The Initial Warrant entitles the holder to purchase shares of Company Common
Stock at $.01 per share. The Initial Warrant is immediately exercisable for
1,000,000 shares (subject to adjustment) of Common Stock. The number of shares
subject to the Initial Warrant will be subject to adjustment, after approval by
Company shareholders, at any time prior to exercise if the Company issues Common
Stock at a price below $6.75 per share or, if higher, below the then current
market price.

Additional Terms of the GE Transaction

In addition to GE's initial investment, under certain circumstances, GE will be
entitled to make additional investments in the Company and receive the right to
vote additional shares of Company Common Stock. The exercise of certain of these
rights is subject to applicable law, including the Ohio Control Share
Acquisition Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976
("HSR Approval"). GE and the Company entered into a Contingent Warrant Agreement
("Contingent Warrant Agreement"). The Contingent Warrant Agreement identifies
certain occurrences which will entitle GE to exercise these rights.

Upon the Second Occurrence (defined below), if it occurs, GE would be required
to exercise in full the Initial Warrant. In addition, GE would receive the right
to vote the number of shares then owned by Wayne R. Hellman and Hellman, LTD.
pursuant to proxies granted by Messrs. Hellman and Ruud. GE would receive the
right to vote the number of shares as to which Mr. Hellman then has voting power
pursuant to the Hellman Voting Trust or Irrevocable Proxies granted with respect
to shares removed from the Hellman Voting Trust (all shares voted by Mr.
Hellman, currently approximately 3.9 million shares, are referred to
collectively as the "Hellman Shares"). GE would also have an option, at the then
current market price, to purchase from Messrs. Hellman and Ruud, the number of
shares of Common Stock which, together with the shares owned by GE, would
represent 25% of the voting power of the Company. The Company would also be
required to grant to GE an additional warrant (the "First Contingent Warrant")
to purchase shares of Company Common Stock at the then current market price. The
number of shares subject to the First Contingent Warrant would be equal to the
number of shares required to allow GE to have a majority of the voting power of
the Company, assuming GE had effective proxies with respect to all shares as to
which Messrs. Hellman and Ruud then have voting power.


                                       15
<PAGE>   17


The exercise of the First Contingent Warrant, the options on shares held by
Messrs. Hellman and Ruud, and effectiveness of GE's proxy with respect to any
such shares, is subject to prior compliance with the Ohio Control Share
Acquisition Act (which condition would be fulfilled by shareholder approval to
be sought at the Company's annual meeting) and HSR Approval (which requires the
Company and GE to provide information to the federal government to allow it to
determine whether to contest an increase by GE to an interest in the Company in
excess of 25% pursuant to antitrust law). If the proxies become effective after
the Second Occurrence, GE will have the proxies to vote the number of Hellman
Shares and will be entitled to exercise approximately 35% of the then
outstanding voting power of the Company (assuming that none of the Hellman
Shares have been transferred by the beneficial owners and no issuance of
additional shares by the Company other than pursuant to the GE transaction) or
approximately 34% of the voting power of the Company on a fully diluted basis.
GE has not indicated that it will acquire additional shares of Company Common
Stock. However, if GE were to acquire additional shares of Common Stock (other
than shares subject to effective proxies as described above or shares obtained
on the exercise of the First Contingent Warrant), or if the number of
outstanding shares on a fully diluted basis were reduced, GE could obtain in
excess of 35% of the voting power of the Company on a fully diluted basis. In
addition, if a substantial number (currently approximately 300,000 shares) of
Hellman Shares were transferred (other than to GE) prior to the Second
Occurrence, and if GE exercised the First Contingent Warrant, GE would acquire
in excess of 35% of the voting power of the Company on a fully diluted basis. If
GE were to acquire in excess of 35% of the voting power of the Company on a
fully diluted basis, the terms of the Indenture relating to the Senior Notes
would require that the Company offer to repurchase the $100,000 principal amount
of outstanding Senior Notes due 2008 at a price of 101% of the principal amount
thereof, plus accrued interest ("Offer to Repurchase Notes").

Upon the Third Occurrence (defined below), GE would receive the right to vote
the number of shares then owned by Mr. Ruud, and the right to vote the number of
shares as to which Mr. Ruud then has voting power pursuant to the Ruud Voting
Trust or Irrevocable Proxies granted with respect to shares removed from the
Ruud Voting Trust, currently approximately 3.6 million shares (the "Ruud
Shares"). The effectiveness of this right requires that the conditions for the
effectiveness of the proxies following the Second Occurrence have been
satisfied, and that any additional provisions of the Ohio Control Share
Acquisition Act required with respect to proxies or the Ruud Shares be
satisfied. If the proxies on the Ruud Shares become effective after the Third
Occurrence, GE will have the right to vote the Ruud Shares and will be entitled
to exercise approximately 48.4% of the then outstanding voting power of the
Company (assuming that none of the Hellman Shares or the Ruud Shares have been
sold by the beneficial owners, no exercise by GE of the Contingent Warrants and
no issuance of additional shares by the Company other than pursuant to the GE
transaction). If the Company has not already made an Offer to Repurchase Notes,
it will be required to make the offer upon effectiveness of the proxy on the
Ruud Shares. In addition, GE will receive an additional warrant (the "Second
Contingent Warrant") which will entitle GE to purchase additional shares of
Common Stock at the then current market price. The number of shares subject to
the Second Contingent Warrant will be the number of shares necessary to give GE
50% plus one vote of the voting power of the Company (including the exercise of
all outstanding Warrants, shares subject to irrevocable proxies, the shares
subject to the Second Contingent Warrant and all proxies held with respect to
Hellman Shares and Ruud Shares). Subject to shareholder approval, after the
Third Occurrence,


                                       16
<PAGE>   18


if the Company issues additional shares of Common Stock to anyone other than GE,
GE will be entitled to purchase, on the same terms given to the third party, the
number of shares required to maintain GE's voting power.

The basis for GE's additional rights will be the failure of the Company to
maintain a 2.0 to 1.0 ratio of EBITDA (as defined) to Interest Expense (as
defined) over the applicable measurement periods. The first measurement period
is the six months ended December 31, 1999. Thereafter, the measurement periods
are the six months ending on the last day of each successive fiscal quarter
until September 30, 2010. The first failure to maintain the required ratio would
be the "First Occurrence," the second such failure would be the "Second
Occurrence" and the third such failure would be the "Third Occurrence." However,
after the First Occurrence, if the Company maintains the required ratio in the
three fiscal quarters immediately prior to the measurement period in which a
failure occurs, a Second Occurrence or Third Occurrence, as the case may be,
would not be effective, if the Company maintained the required ratio for the
measurement period immediately following the measurement period in which such
occurrence would otherwise have been effective. Under the terms of the
transaction, EBITDA consists of net earnings, plus interest expense, plus
depreciation and amortization, plus income taxes, less extraordinary gains and
gains from asset sales plus extraordinary losses and losses from asset sales.
Interest Expense consists of interest expense (net of interest income)
calculated in accordance with generally accepted accounting principles, but
excludes amortization of deferred financing costs not exceeding $125 in any
fiscal quarter.

DISCONTINUED OPERATIONS SUBSEQUENTLY RETAINED

Microsun Technologies, Inc. ("Microsun") was identified in March 1998 for
disposition through a plan to distribute to ADLT shareholders all of the
ownership of Microsun in a tax-free spin-off transaction estimated to be
completed by December 1998. Because of the deterioration of the capital markets
and the inability to raise capital necessary to spin-off the Microsun business,
the Company concluded that it would wind-down the operations, close the
manufacturing facilities and liquidate the assets of Microsun. At June 30, 1999,
the plan of wind-down had been accomplished, the manufacturing facilities closed
and substantially all assets had been disposed. Accordingly, there were no
remaining discontinued operations accrued losses associated with Microsun at
June 30, 1999.

In October 1999, management decided, with the approval of the Board of
Directors, to retain the Microsun business--the portable lighting fixture
products business that uses metal halide lighting technology--as part of the
Company's continuing operation. The decision to retain the business was based on
management's belief that, among other reasons, the market demand for Microsun
products remains substantial, the market potential will be expanded as the
Microsun portable lighting fixtures will be marketed and sold along with other
existing lines of products for residential use in an e-commerce format
("Microsun.com"), and the Microsun business will use the fulfillment
capabilities and infrastructure of existing ADLT businesses.

In retaining the Microsun business, the Company will concentrate on assembling
fixtures produced by subcontractors, thereby eliminating the need for the
machinery, equipment and facilities that were used in the previous operation.
The assembly process will be performed at existing ADLT businesses utilizing
existing facilities and operations. The Company will utilize the customer
service systems and personnel of an existing ADLT business, as well as the
Internet at http://www.microsun.com, to receive, process and fill orders.
Therefore, the Microsun business has been retained but without the use of the
manufacturing processes or assets used in the previous operations.

In accordance with generally accepted accounting principles, the accompanying
financial statements have been reclassified to present Microsun within
continuing operations.






                                       17
<PAGE>   19

BANK CREDIT FACILITY

In May 1999, the Company replaced its existing credit facility with a $50,000
revolving credit loan and $25,000 term loan ("Bank Credit Facility") provided by
several financial institutions. Subsequent to June 30, 1999 the Company reduced
its commitment to a $60,000 facility. Proceeds from the facility were used to
repay the Company's existing credit facility and certain other long-term debt.
The revolving credit loan has a three-year term expiring in May 2002. Interest
rates on revolving credit loans outstanding are based, at the Company's option,
on LIBOR plus 2.75% or the agent bank's prime rate. Availability of borrowings
is determined by the Company's eligible accounts receivable and inventories. The
term loan has a five-year term expiring in May 2004. The Company pays monthly
principal payments that total $3,576 annually, with the unpaid balance due at
maturity. Interest rates on the term loan are based, at the Company's option, on
LIBOR plus 3.25% or the agent bank's prime rate.

The Bank Credit Facility contains certain affirmative and negative covenants
customary for this type of agreement, prohibits cash dividends, and includes
financial covenants with respect to the coverage of certain fixed charges. The
principal security for the revolving credit loan is substantially all of the
personal property of the Company and each of its North American and United
Kingdom subsidiaries. The term loan is secured by substantially all of the
Company's machinery and equipment and is cross-collateralized and secured with
the revolving credit loan.

UPDATE ON IN-PROCESS RESEARCH AND DEVELOPMENT

The Company's research and development projects acquired in connection with the
January 1998 acquisition of Deposition Sciences, Inc. are generally progressing
in line with the estimates set forth in the Company's 1999 Annual Report on Form
10-K.






















                                       18
<PAGE>   20


RESULTS OF OPERATIONS - SELECTED ITEMS AS A PERCENTAGE OF NET SALES

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
periods:

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                   September 30,
                                                                            ----------------------------
                                                                               1999            1998
                                                                            ------------    ------------

<S>                                                                                <C>             <C>
    Net sales                                                                      100%            100%

    Costs and expenses:
       Cost of sales                                                               62.0            60.3
       Marketing and selling                                                       18.1            18.3
       Research and development                                                     6.2             7.7
       General and administrative                                                   7.2             8.8
       Amortization of intangible assets                                            1.2             1.3
                                                                            ------------    ------------
    Income from operations                                                          5.3             3.6

    Other income (expense):
       Interest expense                                                            (6.8)           (5.3)
       Interest income                                                              0.4             0.5
       Loss from equity investments                                                 0.1            (0.4)
                                                                            ------------    ------------

    Loss from continuing operations before income taxes
       and cumulative effect of accounting change                                  (1.0)           (1.6)
    Income taxes                                                                    0.4            (0.3)
                                                                            ------------    ------------

    Loss from continuing operations before
       cumulative effect of accounting change                                      (1.4)           (1.3)
    Reclassification of discontinued operations to continuing operations              -             1.7
    Cumulative effect of change in accounting for start-up costs                      -            (4.8)
                                                                            ------------    ------------

    Net loss                                                                      (1.4%)          (4.4%)
                                                                            ============    ============
</TABLE>


Factors which have affected the results of operations for the first quarter of
fiscal 2000 as compared to the first quarter of fiscal 1999 are discussed below.

QUARTER ENDED SEPTEMBER 30, 1999 COMPARED WITH QUARTER ENDED SEPTEMBER 30, 1998

Net sales. Net sales increased 9.5% to $56,180 in the first quarter of fiscal
2000 from $51,287 in the first quarter of fiscal 1999. Sales in the first
quarter of fiscal 1999 included lamp equipment sales of $2,554. The first
quarter of fiscal 1999 is the last quarter in which the Company recorded lamp
equipment sales. Excluding these sales, net sales increased 15.3% from $48,733
in the first quarter of fiscal 1999.

Fiscal 2000 first quarter sales reflect continued growth in the sales of the
Company's core U.S. metal halide operations, in non-metal halide products, and
in overseas sales. The Company's metal halide sales increased 9% (10% increase
in the United States) from the year ago period, excluding lamp equipment sales
in the first quarter of fiscal 1999. The Company's core metal


                                       19
<PAGE>   21


halide materials business, a key indicator of industry trends, was up 28% from
fiscal 1999. Geographically, these sales of materials were up 16% in the U.S.
and grew 47% outside the U.S. Sales of Uni-Form(R) pulse start products continue
to accelerate to an estimated 6% share of new metal halide installations.

Sales outside the U.S. declined 2%, and was the net result of a 14% increase in
sales offset by the absence of higher-margin lamp production equipment sales in
the first quarter of fiscal 2000 as compared to $2,554 of such sales during the
first quarter of fiscal 1999. The Company attributes the increase in
international sales, excluding lamp production equipment, to the resurgence and
recovery of foreign economies, especially in the Pacific Rim. Sales of non-metal
halide products grew 36%, representing strong sales of the Company's materials,
particularly thin-film optical coating materials.

Sales increases were driven by increased volume in the Company's materials,
components and systems. Pricing in the metal halide lighting business is
competitive, and prices for the Company's products have remained flat or
declined slightly. The introduction of new products has helped to stabilize the
Company's product pricing.

The Company expects to see continued strong sales performance throughout fiscal
2000. It also believes that its expanded relationship with GE Lighting, along
with its own business-to-business e-commerce initiatives, could add a
significant amount of revenues. The Company believes it has made considerable
progress in returning to profitability in fiscal 2000. However, the Company
expects to further reduce operating expense ratios with the goal of generating
net profits irrespective of its revenue growth.

Cost of Sales. Cost of sales increased 12.7% to $34,844 in the first quarter of
fiscal 2000 from $30,904 in the first quarter of fiscal 1999. The increase was
primarily attributable to increased unit volume. As a percentage of net sales,
cost of sales increased to 62.0% in the first quarter of fiscal 2000 from 60.3%
in the first quarter of fiscal 1999. The increase in cost of sales as a
percentage of net sales was primarily due to: (i) a change in the product mix,
whereby lower margin power supplies comprised 18% of total sales in the first
quarter of fiscal 2000 as compared to 14% in the first quarter of fiscal 1999;
and (ii) the absence of higher-margin lamp production equipment sales in the
first quarter of fiscal 2000 as compared to $2,554 of such sales during the
first quarter of fiscal 1999.

Marketing and Selling Expenses. Marketing and selling expenses increased 8.2% to
$10,175 in the first quarter of fiscal 2000 from $9,401 in the first quarter of
fiscal 1999. Marketing and selling expenses, as a percentage of net sales,
remained relatively comparable at 18.1% in the first quarter of fiscal 2000 as
compared to 18.3% in the first quarter of fiscal 1999.

Research and Development Expenses. Research and development expenses decreased
11.9% to $3,495 in the first quarter of fiscal 2000 from $3,965 in the first
quarter of fiscal 1999. Research and development expenses are incurred related
to: (i) expansion of the new line of Uni-Form (R) pulse start 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;
(iii) development of new materials for the world's major lighting manufacturers;
and, (iv) research and development efforts aimed at improving the coating
process of optical thin-films to broaden the applications, developing new
thin-film materials, and using coatings to develop improvements to lighting and
telecommunications technologies. The decrease in research and development was
primarily a result of a reduction in spending related to the development of
pulse start lamps. As a percentage of net sales, research and development
expenses decreased to 6.2% in the first quarter of fiscal 2000 from 7.7% in the
first quarter of fiscal 1999.

General and Administrative Expenses. General and administrative expenses
decreased 10.4% to $4,035 in the first quarter of fiscal 2000 from $4,505 in the
first quarter of fiscal 1999. As a percentage of net sales, general and
administrative expenses decreased to 7.2% in the first quarter of fiscal 2000
from 8.8% in the first quarter of fiscal 1999. The decrease as a percentage of
net sales primarily reflects a spending growth rate which is lower than sales
increases through the leveraging of fixed costs as sales levels increase and
also reflects the Company's efforts to control general and administrative costs.
The decrease was primarily related to reductions in salaries and benefits and
travel costs.



                                       20
<PAGE>   22

Amortization of Intangible Assets. Amortization expense increased slightly to
$675 in the first quarter of fiscal 2000 from $665 in the first quarter of
fiscal 1999. Amortization expense relates primarily to the amortization of
goodwill and other intangible assets related to the January 1998 acquisitions of
Ruud Lighting, Inc. and Deposition Sciences, Inc.

Income from Operations. As a result of the items noted above, income from
operations in the first quarter of fiscal 2000 increased to $2,956 from $1,847
in the first quarter of fiscal 1999. As a percentage of net sales, income from
operations increased to 5.3% in the first quarter of fiscal 2000 from 3.6% in
the first quarter of fiscal 1999.

Interest Expense. Interest expense increased to $3,790 in the first quarter of
fiscal 2000 from $2,741 in the first quarter of fiscal 1999. This increase
resulted primarily from the higher average debt outstanding during the first
quarter of fiscal 2000 as compared to the first quarter of fiscal 1999, and to a
lesser extent, due to increases in interest rates.

Interest Income. Interest income decreased to $220 in the first quarter of
fiscal 2000 from $238 in the first quarter of fiscal 1999. This decrease is
attributable to lower average cash equivalents and short-term investments in the
first quarter of fiscal 2000 as compared to the first quarter of fiscal 1999.

Income (Loss) from Equity Investments. The income from equity investments in the
first quarter of fiscal 2000 represents $50 of earnings from the Company's
investment in Fiberstars, Inc., a marketer and distributor of fiber optic
lighting products. The loss from equity investments in fiscal 1999 represents
$53 of earnings from the Company's investment in Fiberstars, Inc., offset by a
$242 loss from the Company's investment in Venture Lighting Japan, a
manufacturer and marketer of metal halide lamps in Japan.

Loss from Continuing Operations before Income Taxes. The Company incurred a loss
from continuing operations before income taxes of $564 during the first quarter
of fiscal 2000 as compared to a loss from continuing operations before income
taxes of $845 during the first quarter of fiscal 1999.

Income Taxes. Income tax expense was $218 for the first quarter of fiscal 2000
as compared to an income tax benefit of $174 in the first quarter of fiscal
1999. The income tax expense in the first quarter of fiscal 2000 relates
primarily to certain of the Company's foreign operations.

At June 30, 1999, the Company had net operating loss carryforwards ("NOLs") of
$57,309 available to reduce future United States federal taxable income, which
expire in varying amounts from 2008 to 2019.

The Company also has research and development credit carryforwards for tax
purposes of approximately $3,006, which expire in varying amounts from 2005 to
2019. Additionally, in conjunction with the Alternative Minimum Tax ("AMT")
rules, the Company had available AMT credit carryforwards for tax purposes of
approximately $162, which may be used indefinitely to reduce regular federal
income taxes.





                                       21
<PAGE>   23

Also at June 30, 1999, the Company had foreign net operating loss carryforwards
for tax purposes totaling $5,209, that expire in varying amounts from 2000 to
2005 and $10,587 that have no expiration dates.

Reclassification of Discontinued Operations to Continuing Operations. See
"Discontinued Operations Subsequently Retained" and Note G of "Notes to
Condensed Consolidated Financial Statements (Unaudited)" for further discussion.

Cumulative Effect of Change in Accounting for Start-Up Costs. During the fourth
quarter of fiscal 1999, the Company adopted Statement of Position ("SOP") 98-5,
"Reporting on the Costs of Start-Up Activities," effective July 1, 1998. The
first quarter of fiscal 1999 has been restated to reflect the cumulative effect
of the accounting change of $2,443.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal financial requirements are for 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 stock.

Cash increased $429 during the first quarter of fiscal 2000. Uses of cash
consisted of $4,969 used in operating activities and $1,090 used in investing
activities. These uses of cash were offset by net financing activities of
$6,488.

Net cash used in operating activities. Net cash used in operating activities
totaled $4,969 during the first quarter of fiscal 2000 as compared to $15,093 in
the first quarter of fiscal 1999. The increase in trade receivables of $4,324
accounted for a large part of this usage, and was primarily a result of the
increase in sales. In spite of this usage of cash in the first quarter, the
Company intends to manage its cash resources to generate positive cash flow from
operating activities for the full fiscal year 2000 and beyond.

Net cash used in investment activities. During the first quarter of fiscal 2000,
investing activities used $1,090 of cash, which was primarily represented a
$1,440 usage for capital expenditures offset by a $350 source of funds from the
sale of a short-term investment.

Capital expenditures, primarily for production equipment and leasehold and
facility improvements, totaled $1,440 during the first quarter of fiscal 2000 as
compared to $9,313 during the first quarter of fiscal 1999. Capital expenditures
in fiscal 2000 related to additional machinery and equipment to improve
production processes, which should result in increased productivity and capacity
in the production of lamps, power supplies and other lighting system products.

The Company has modified its current growth and capital expansion plans due to
the present limited availability of cash resources. Specifically, the Company
will limit its capital expenditures for at least the next twelve months and, as
a result, the Company has postponed the acquisition of certain capital equipment
and, for all practical purposes, facilities expenditures have been completed.


                                       22
<PAGE>   24


As a result of the Company's decision to terminate joint venture equipment
contracts in the quarter ended December 31, 1998, approximately $6,500 of new
production equipment is available for installation at the Company's Solon, Ohio
lamp manufacturing facility. The Company estimates its maintenance level for
capital expenditures will approximate $6,000 to $8,000 over the next twelve
months. Future capital expenditures beyond this level will be discretionary, as
the Company presently has sufficient operating capacities to support several
years of sales growth at its historical rates.

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 January 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 $14,500 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 $35,500 in cash.

Net cash provided by financing activities. During the first quarter of fiscal
2000, net financing activities provided cash of $6,488, which included $7,663 of
cash provided from net borrowings under the Company's revolving credit
facilities, net of repayments of long-term debt and capital leases of $1,320.

On March 13, 1998, the Company sold $100,000 of 8% Senior Notes due March 15,
2008, resulting in net proceeds of $96,150. Approximately $76,300 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.

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 principal balance outstanding of a
margin account loan, which is secured by 2,053,070 shares of the


                                       23
<PAGE>   25


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 CEO has paid accrued interest of $720 on the loan through October 6, 1999.
The principal on the loan was due on October 6, 1999. Members of the Board of
Directors and the CEO are discussing alternative payment terms which will
achieve the Board's original business objectives in making the loan and meet the
Company's current business needs. The Directors and the CEO believe that these
discussions will be completed by January 2000. The Board has informed the CEO
that the Company may require immediate payment during these discussions if the
Company requires the payment to prevent an unacceptable strain on cash
resources.

Ability to advance future operations. 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.

The Company's working capital (current assets less current liabilities) at
September 30, 1999 was $25,737, resulting in a working capital ratio of current
assets to current liabilities of 1.5 to 1.0, as compared to $18,629 or 1.3 to
1.0 at June 30, 1999. As of September 30, 1999, the Company had $4,259 in cash
and cash equivalents.

The interest-bearing obligations of the Company totaled $167,427 as of September
30, 1999, and consisted of: $44,239 of borrowings under the Bank Credit
Facility; $100,000 of 8% Senior Notes; mortgages of $16,915; a promissory note
due to an affiliate of $3,000; borrowings of a foreign subsidiary of $1,715;
capital leases of $1,547; and, other obligations of $11.

In May 1999, the Company replaced its existing credit facility with a $50,000
revolving credit loan and $25,000 term loan ("Bank Credit Facility") provided by
several financial institutions. Subsequent to June 30, 1999 the Company reduced
its commitment to a $40,000 revolver and $20,000 term loan. Proceeds from the
facility were used to repay the Company's existing credit facility and certain
other long-term debt. The revolving credit loan has a three-year term expiring
in May 2002. Interest rates on loans outstanding are based, at the Company's
option, on LIBOR plus 2.75% or the agent bank's prime rate. Availability of
borrowings is determined by the Company's eligible accounts receivable and
inventories. Following the GE investment on October 6, 1999, the proceeds were
applied to reduce the term loan to $20,000 and the remainder of the proceeds
were applied to the revolving credit loan. The term loan has a five-year term
expiring in May 2004. The Company pays monthly principal payments of $298, with
the unpaid balance due at maturity. Interest rates on the term loan are based,
at the Company's option, on LIBOR plus 3.25% or the agent bank's prime rate.

The Bank Credit Facility contains certain affirmative and negative covenants
customary for this type of agreement, prohibits cash dividends, and includes
financial covenants with respect to the coverage of certain fixed charges. The
principal security for the revolving credit loan is


                                       24
<PAGE>   26


substantially all of the personal property of the Company and each of its North
American and United Kingdom subsidiaries. The term loan is secured by
substantially all of the Company's machinery and equipment and is
cross-collateralized and secured with the revolving credit loan.

The new Bank Credit Facility replaced the Company's existing credit facility,
which was in default as of March 31, 1999, due to the inability to meet
financial covenants related to maintaining certain levels of net worth and
earnings. The existing credit facility lenders provided the Company with a
waiver of the default in anticipation of the refinancing. The Company
accomplished the refinancing of the existing credit facility on May 21, 1999 and
was able to obtain sufficient borrowing capacity and liquidity to meet its
operating requirements and make necessary capital expenditures.

The Company's implementation of the cost reduction and cash flow enhancement
initiatives including consolidation of equipment and lamp-making operations,
reductions in capital expenditures, consolidation of international operations,
reduction of corporate expenses, and overall workforce reductions should
favorably impact the future cash flow of the Company. The Company intends to
manage its expenditures to generate positive cash flow in fiscal 2000 and
beyond.

The Company believes that the available cash, cash flow from operations, and the
initiatives outlined above, along with availability of approximately $15,000
under its existing Bank Credit Facility after giving effect to the GE
investment, will enable the Company to fund its operations for at least the next
12 months. Beyond this time, the Company believes a return to profitability and
positive cash flow from operations, its strategic relationship with GE, and the
growth in the popularity and applications for metal halide products and systems
should enable the Company to access additional capital resources, as needed.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

The Company has not yet adopted FAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." FAS 133 requires that all derivatives, such
as interest rate exchange agreements (swaps), be recognized on the balance sheet
at fair value. Derivatives which are not hedges must be adjusted to fair value
through the results of operations. Derivatives determined to be hedges will be
adjusted to fair value through either the results of operations or other
comprehensive income, depending on the nature of the hedge. The Company is
required to adopt FAS No. 133, as subsequently amended by FAS No. 137, on July
1, 2000. The impact, if any, on net income, comprehensive income and financial
position will depend on the amount, timing and nature of any agreements entered
into by the Company.

YEAR 2000 READINESS

State of Readiness. During the past three 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 that are no longer being supported by the original
supplier.

The most critical noninformation 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 revealed only minor Year 2000
problems which were quickly corrected and the Company does not expect to find
any further problems.

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.
The Company has had reasonable success in


                                       25
<PAGE>   27


obtaining reliable Year 2000 compliance certifications. The Company continues to
be concerned with the potential loss of energy (electricity and natural gas) at
its facilities worldwide, with the most vulnerable facilities presently
preparing contingency plans to protect their plant and equipment.

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 is in the final stages of its projects
and does not anticipate that future Year 2000 costs related to information
technology operations will be significantly beyond the scope of normal
operations.

The Company is in the process of implementing contingency plans to protect it
from Year 2000 failures. These plans are mostly complete and will result in
limited additional expenditures. Primarily these expenditures have been in the
form of increased inventory and the addition of some generating and auxiliary
heating equipment to protect facilities.The Company anticipates that additional
total costs will not have a material impact on the ongoing results of
operations.

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 United States experiences
significant interruptions in basic services, such as the electric power grid,
natural gas, telephone service or the banking systems. And while recent data on
the readiness of the electric power utilites have been increasingly more
positive, the Company's highest level of contingency planning is being focused
in this area.

Contingency Plans. The Company, through its various purchasing and production
control departments, is in the process 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 the most critical finished goods. Facilities in very cold
climates are preparing to minimize the potential effects of the loss of
electricity.

Completion. Based on management's assessment of current progress, the Company
believes it will complete the limited amount of Year 2000 modifications and
contingency plans that remain before the end of 1999. The Company is in close
contact with its key hardware and software suppliers, and will implement any
future updates shortly after they are released.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 costs to the Company of its preparations or any disruptions
will not be material.








                                       26
<PAGE>   28


FOREIGN CURRENCY

Approximately 34% of the Company's net sales in fiscal 1999, 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. The Company
currently does not hedge its foreign currency exposure.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the three months ended September 30, 1999, there have been no material
changes in the reported market risks presented in the Company's Annual Report on
Form 10-K for the year ended June 30, 1999.




































                                       27
<PAGE>   29


PART II. OTHER INFORMATION

Except as noted below, the items in Part II are inapplicable or, if applicable,
would be answered in the negative. These items have been omitted and no other
reference is made thereto.

ITEM 1.  LEGAL PROCEEDINGS

The information included in Note I of the "Notes to Condensed Consolidated
Financial Statements (Unaudited)" included in this Report on Form 10-Q/A is
hereby incorporated by reference.

ITEM 5. OTHER INFORMATION

(a) As previously reported, 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 $9,000,000 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, Executive Vice
President and a director of the Company, 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 the 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 CEO has paid accrued interest of $720,000 on the loan through October 6,
1999. The principal on the loan was due on October 6, 1999. Members of the Board
of Directors and the CEO are discussing alternative payment terms which will
achieve the Board's original business objectives in making the loan and meet the
Company's current business needs. The Directors and the CEO believe that these
discussions will be completed by January 2000. The Board has informed the CEO
that the Company may require immediate payment during these discussions if the
Company requires the payment to prevent an unacceptable strain on cash
resources.
















                                       28
<PAGE>   30


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits
                                                                  SEQUENTIAL
                                                                  PAGE NUMBER/
EXHIBIT                                                           INCORPORATED
NUMBER            TITLE                                           BY REFERENCE
------            -----                                           ------------

 3.1     Second Amended and Restated Articles of Incorporation                *

 3.2     Certificate of Adoption of Amended and Restated Articles of
         Incorporation of the Company filed as of October 6, 1999,
         with the Ohio Secretary of State relating to the Series A
         Convertible Preferred Shares

 3.3     Code of Regulations                                                 **

 4.1     Reference is made to Exhibits 3.1, 3.2 and 3.3

 4.2     Registration Rights Agreement dated as of September 30, 1999,
         by and between the Company and General Electric Company

10.1     Side Letter Agreement dated August 5, 1999 by and among the
         Company and certain of its subsidiaries, PNC Bank, National
         Association, and BankBoston, N.A. relating to the Credit
         Agreement by and among the Company and certain of its
         subsidiaries and PNC Bank, National Association, as agent for
         certain other banks dated as of May 21, 1999

10.2     Assignment and Acceptance Agreement by and among the Company,
         PNC Bank National Association, and BankBoston, N.A. dated as
         of August 5, 1999

10.3     First Amendment Agreement by and among the Company and
         certain of its subsidiaries and PNC Bank, National
         Association, as agent for certain other banks dated as of
         August 17, 1999, and amending the Credit Agreement by and
         among the same parties dated as of May 21, 1999

10.4     Second Amendment Agreement by and among the Company and
         certain of its subsidiaries and PNC Bank, National
         Association, as agent for certain other banks dated as of
         August 18, 1999, and amending the Credit Agreement by and
         among the same parties dated as of May 21, 1999

10.5     Stock Purchase Agreement by and between the Company and
         General Electric Company dated as of September 28, 1999




                                       29
<PAGE>   31


                                                                 SEQUENTIAL
                                                                 PAGE NUMBER/
EXHIBIT                                                          INCORPORATED
NUMBER            TITLE                                          BY REFERENCE
------            -----                                          ------------

10.6     Contingent Warrant Agreement dated as of September 30, 1999,
         by and among the Company; General Electric Company; Wayne R.
         Hellman, individually and as voting trustee under Voting
         Trust Agreement dated October 10, 1995; Hellman, Ltd.; and
         Alan J. Ruud, individually and as voting trustee under Voting
         Trust Agreement dated January 2, 1998

10.7     Series A1 Warrant to Purchase Common Shares of the Company
         issued to General Electric Company dated as of October 6,
         1999

10.8     Lamp Materials Purchase Agreement by and among the Company;
         General Electric Company, acting through its GE Lighting
         business; and APL Engineered Materials, Inc. dated as of
         September 30, 1999

10.9     Patent and Technical Assistance Agreement by and among the
         Company; APL Engineered Materials, Inc.; and General Electric
         Company, acting through its GE Lighting business dated as of
         September 30, 1999

11       Statement re Computation of Per Share Earnings

12       Statement Re: Computation of Ratio of Earnings to Fixed
         Charges

27       Financial Data Schedule

--------
*    Incorporated by reference to Exhibit of the same number in Company's
     Quarterly Report on Form 10-Q for the Quarterly Period ended December 31,
     1996.

**   Incorporated by reference to Exhibit 3.2 in Company's Registration
     Statement on Form S-1, Registration No. 33-97902, effective December 11,
     1995.


(b) Reports on Form 8-K.

No reports on Form 8-K have been filed during the quarter ended September 30,
1999.








                                       30
<PAGE>   32

                              SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to its report on Form 10-Q to be
signed on its behalf by the undersigned hereunto duly authorized.

                                            ADVANCED LIGHTING TECHNOLOGIES, INC.


Date: January 14, 2000                        By:  /s/ Wayne R. Hellman
                                                   -----------------------
                                                   Wayne R. Hellman
                                                   Chief Executive Officer



Date: January 14, 2000                        By:  /s/ Nicholas R. Sucic
                                                   -----------------------
                                                   Nicholas R. Sucic
                                                   Chief Financial Officer






























                                       31
<PAGE>   33


                             EXHIBIT INDEX


EXHIBIT
NUMBER   DESCRIPTION OF EXHIBITS                                        PAGE NO.
------   -----------------------                                        --------

 3.1     Second Amended and Restated Articles of Incorporation              *

 3.2     Certificate of Adoption of Amended and Restated Articles of
         Incorporation of the Company filed as of October 6, 1999,
         with the Ohio Secretary of State relating to the Series A
         Convertible Preferred Shares

 3.3     Code of Regulations                                                **

 4.1     Reference is made to Exhibits 3.1, 3.2 and 3.3

 4.2     Registration Rights Agreement dated as of September 30, 1999,
         by and between the Company and General Electric Company

10.1     Side Letter Agreement dated August 5, 1999 by and among the
         Company and certain of its subsidiaries, PNC Bank, National
         Association, and BankBoston, N.A. relating to the Credit
         Agreement by and among the Company and certain of its
         subsidiaries and PNC Bank, National Association, as agent for
         certain other banks dated as of May 21, 1999

10.2     Assignment and Acceptance Agreement by and among the Company,
         PNC Bank National Association, and BankBoston, N.A. dated as
         of August 5, 1999

10.3     First Amendment Agreement by and among the Company and
         certain of its subsidiaries and PNC Bank, National
         Association, as agent for certain other banks dated as of
         August 17, 1999, and amending the Credit Agreement by and
         among the same parties dated as of May 21, 1999

10.4     Second Amendment Agreement by and among the Company and
         certain of its subsidiaries and PNC Bank, National
         Association, as agent for certain other banks dated as of
         August 18, 1999, and amending the Credit Agreement by and
         among the same parties dated as of May 21, 1999

10.5     Stock Purchase Agreement by and between the Company and
         General Electric Company dated as of September 28, 1999




                                       32
<PAGE>   34


                                                                   SEQUENTIAL
                                                                   PAGE NUMBER/
EXHIBIT                                                            INCORPORATED
NUMBER            TITLE                                            BY REFERENCE
------            -----                                            ------------

10.6     Contingent Warrant Agreement dated as of September 30, 1999,
         by and among the Company; General Electric Company; Wayne R.
         Hellman, individually and as voting trustee under Voting
         Trust Agreement dated October 10, 1995; Hellman, Ltd.; and
         Alan J. Ruud, individually and as voting trustee under Voting
         Trust Agreement dated January 2, 1998

10.7     Series A1 Warrant to Purchase Common Shares of the Company
         issued to General Electric Company dated as of October 6,
         1999

10.8     Lamp Materials Purchase Agreement by and among the Company;
         General Electric Company, acting through its GE Lighting
         business; and APL Engineered Materials, Inc. dated as of
         September 30, 1999

10.9     Patent and Technical Assistance Agreement by and among the
         Company; APL Engineered Materials, Inc.; and General Electric
         Company, acting through its GE Lighting business dated as of
         September 30, 1999

11       Statement re Computation of Per Share Earnings

12       Statement Re: Computation of Ratio of Earnings to Fixed
         Charges

27       Financial Data Schedule

--------
*    Incorporated by reference to Exhibit of the same number in Company's
     Quarterly Report on Form 10-Q for the Quarterly Period ended December 31,
     1996.

**   Incorporated by reference to Exhibit 3.2 in Company's Registration
     Statement on Form S-1, Registration No. 33-97902, effective December 11,
     1995.













                                       33