##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended June 30, 2005
  o
    
    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.
  Ohio
    
    34-1803229(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 32000 Aurora Road, Solon, Ohio
    
    44139(Address of principal executive offices)
    
    (Zip Code)
 440 / 519-0500
 
 Ö þ o
 þ
 o þ
 o þ
 þ o




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INDEX
 Advanced Lighting Technologies, Inc.
 PageCautionary Statement Regarding Forward Looking Statements
    
    
    2PART IItem 1.
    
    Business
    
    
    2Item 2.
    
    Properties
    
    
    17Item 3.
    
    Legal Proceedings
    
    
    17PART IIItem 5.
    
    Market for Registrants Common Equity and Related Shareholder Matters
    
    
    18Item 6.
    
    Selected Financial Data
    
    
    19Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 8.
    
    Financial Statements and Supplementary Data
    
    
    35Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    37Item 9A.
    
    Controls and Procedures
    
    
    37Item 9B.
    
    Other Information
    
    
    37PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    38Item 11.
    
    Executive Compensation
    
    
    41Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    45Item 13.
    
    Certain Relationships and Related Transactions
    
    
    46Item 14.
    
    Principal Accounting Fees and Services
    
    
    47PART IVItem 15.
    
    Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    48Signatures
    
    
    
    
    56EX-10.2.11 4th Amendment to Amended and Restated Loan SecuritiesEX-12 Statement Regarding Computation of RatiosEX-21 Subsidiaries of the Registrant as of June 30, 2005EX-31.1 Rule 13A-14(A)/15D-14(A) CEO CertificationEX-31.2 Rule 13A-14(A)/15D-14(A) CFO CertificationEX-32.1 CEO Certification Pursuant to 18 U.S.C. Sect. 1350EX-32.2 CFO Certification Pursuant to 18 U.S.C. Sect. 1350
  1




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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
  
 PART I
 
 Item 1. Business
 Background
  The Company
  2




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Emergence from Bankruptcy
    3




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Metal Halide
    4




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Executive Offices
  Lighting Industry and Opportunities in Metal Halide Lighting
  Demand for Specialized Lamps
  Development of New and Advanced Metal Halide Power Supplies
  Opportunity for Integrated Metal Halide Systems
  5




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International Demand for Metal Halide
  Strategy
    Operating Strategy
 6




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Continue to Use Vertical Integration
  Improve Operating Cash Flow
  Strengthen OEM and Lighting Agent Relationships
  Seek to Demonstrate Superiority of Metal Halide Lighting Solutions
  7




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Long-Term Growth Strategy
  Introduce New Products and Systems
  Increase Sales of Existing Products
  Increase Participation in International Markets
  8




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##### Table of Contents



Products
  - floodlighting
    
    - sports arena lighting
    
    - general lighting- architectural area lighting
    
    - commercial downlighting
    
    - industrial highbays- general industrial lighting
    
    - airport and railway station
    
    - tunnel lighting- billboard and sign lighting
    
    lighting
    
    - indirect indoor sports- site lighting
    
    - gas station canopy lighting
    
    and office lighting- soffit lighting
    
    - interior downlighting
    
    - parking garage lighting- hazardous location lighting
    
    - decorative lighting
    
    - security lighting- accent lighting
    
    - retail store downlighting
and track lighting
    
    - landscape lighting
  Materials
 
   Components and Systems
  9




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Production Equipment
  10




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International Sales
  Product Design and Development
  Materials
  Components and Systems
  11




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Marketing and Distribution
  Materials
  System Components
    12




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Systems
  Production Equipment
  Manufacturing and Operations
  13




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Raw Materials and Suppliers
   Competition
 General
  14




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Materials
   System Components
     15




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Systems
  Intellectual Property
  Environmental Regulation
   Employees
  16




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Item 2. Properties
  ApproximateSquare
    
    
    Owned/Facility Location
    
    Activities
    
    Footage
    
    
    LeasedNorth AmericaSolon, Ohio
    
    System components manufacturing,
    
    
    330,000
    
    
    Owneddistribution warehouse, officeSanta Rosa, California
    
    Manufacturing, office
    
    
    144,000
    
    
    LeasedUrbana, Illinois
    
    Materials manufacturing, office
    
    
    120,000
    
    
    OwnedMississauga, Ontario, Canada
    
    Distribution warehouse
    
    
    13,000
    
    
    LeasedOtherChennai (Madras) India
    
    System components manufacturing
    
    
    180,000
    
    
    OwnedChennai (Madras) India
    
    System components manufacturing
    
    
    100,000
    
    
    OwnedWantirna South, Victoria,
Australia
    
    Distribution warehouse, office
    
    
    33,000
    
    
    OwnedNottingham, England
    
    Distribution warehouse
    
    
    14,000
    
    
    LeasedRickmansworth, England
    
    Sales office
    
    
    5,000
    
    
    Leased
  
 Item 3. Legal Proceedings
  17




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PART II
 
 Item 5. Market for the Registrants Common Equity and Related Shareholder Matters
     18




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Item 6. Selected Financial Data
   Reorganized Company
    
    
    
    Predecessor CompanyYear
    
    
    Six Months
    
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    
    EndedJune 30,
    
    
    June 30,
    
    
    
    December 31,
    
    
    Year Ended June 30,2005
    
    
    2004
    
    
    
    2003
    
    
    2003
    
    
    2002
    
    
    2001(In thousands)Operating Statement Data:Net sales
    
    $
    157,770
    
    
    $
    74,075
    
    
    
    $
    70,510
    
    
    $
    145,087
    
    
    $
    164,786
    
    
    $
    219,347Costs and expenses:Cost of sales
    
    
    93,576
    
    
    
    43,230
    
    
    
    
    43,361
    
    
    
    93,167
    
    
    
    109,758
    
    
    
    136,538Marketing and selling
    
    
    25,800
    
    
    
    11,766
    
    
    
    
    11,966
    
    
    
    23,233
    
    
    
    32,223
    
    
    
    43,186Research and development
    
    
    6,069
    
    
    
    2,839
    
    
    
    
    3,095
    
    
    
    6,494
    
    
    
    6,850
    
    
    
    10,793General and administrative
    
    
    13,072
    
    
    
    8,237
    
    
    
    
    5,553
    
    
    
    10,215
    
    
    
    14,050
    
    
    
    13,138Provision for loan impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,700
    
    
    
    7,100
    
    
    
    Refinancing and non-recurring items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,387
    
    
    
    
    
    
    
    Gain on settlement of lawsuit (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (554
    )
    
    
    Gain on sale of property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62
    )
    
    
    (80
    )
    
    
    (1,115
    )Special charges and asset impairment (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,157
    
    
    
    10,561
    
    
    
    Amortization of intangible assets
    
    
    1,028
    
    
    
    474
    
    
    
    
    177
    
    
    
    343
    
    
    
    336
    
    
    
    2,862Income (loss) from operations
    
    
    18,225
    
    
    
    7,529
    
    
    
    
    6,358
    
    
    
    (6,547
    )
    
    
    (15,458
    )
    
    
    13,945Other income (expense):Interest income (expense), net
    
    
    (13,444
    )
    
    
    (6,621
    )
    
    
    
    (7,271
    )
    
    
    (11,046
    )
    
    
    (11,777
    )
    
    
    (12,824
    )Income (loss) from investments (3)
    
    
    3,234
    
    
    
    98
    
    
    
    
    3
    
    
    
    (1,596
    )
    
    
    (2,347
    )
    
    
    (234
    )Gain on restructuring (4)
    
    
    
    
    
    
    
    
    
    
    
    1,184
    
    
    
    
    
    
    
    
    
    
    
    Write-off of deferred loan costs (4)
    
    
    
    
    
    
    
    
    
    
    
    (2,251
    )
    
    
    
    
    
    
    
    
    
    
    Reorganization expenses (4)
    
    
    
    
    
    
    
    
    
    
    
    (11,258
    )
    
    
    (7,435
    )
    
    
    
    
    
    
    Gain (loss) from sale of fixture subsidiaries (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,003
    )
    
    
    227
    
    
    
    Income (loss) before income taxes,
minority interest, and cumulative
effect of accounting change
    
    
    8,015
    
    
    
    1,006
    
    
    
    
    (13,235
    )
    
    
    (27,627
    )
    
    
    (29,355
    )
    
    
    887Income taxes
    
    
    1,497
    
    
    
    489
    
    
    
    
    360
    
    
    
    946
    
    
    
    252
    
    
    
    516Income (loss) before minority interest and
cumulative effect of accounting change
    
    
    6,518
    
    
    
    517
    
    
    
    
    (13,595
    )
    
    
    (28,573
    )
    
    
    (29,607
    )
    
    
    371Minority interest in income
of consolidated subsidiary
    
    
    (678
    )
    
    
    (258
    )
    
    
    
    (251
    )
    
    
    (333
    )
    
    
    (219
    )
    
    
    (100
    )Income (loss) before cumulative
effect of accounting change
    
    
    5,840
    
    
    
    259
    
    
    
    
    (13,846
    )
    
    
    (28,906
    )
    
    
    (29,826
    )
    
    
    271Cumulative effect of accounting change (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (71,171
    )
    
    
    Net income (loss)
    
    $
    5,840
    
    
    $
    259
    
    
    
    $
    (13,846
    )
    
    $
    (28,906
    )
    
    $
    (100,997
    )
    
    $
    271
 19




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Reorganized Company
    
    
    
    Predecessor CompanyJune 30,
    
    
    
    June 30,2005
    
    
    2004
    
    
    
    2003
    
    
    2002
    
    
    2001(in thousands)Balance Sheet Data:Cash and cash equivalents
    
    $
    2,643
    
    
    $
    4,701
    
    
    
    $
    4,167
    
    
    $
    2,874
    
    
    $
    3,652Total assets
    
    
    199,837
    
    
    
    194,557
    
    
    
    
    174,276
    
    
    
    193,700
    
    
    
    316,001Total debt outstanding
    
    
    132,010
    
    
    
    131,313
    
    
    
    
    134,661
    
    
    
    139,687
    
    
    
    163,772Preferred stock
    
    
    29,338
    
    
    
    29,338
    
    
    
    
    24,475
    
    
    
    22,290
    
    
    
    19,554Common shareholders equity (deficit)
    
    
    7,281
    
    
    
    1,174
    
    
    
    
    (22,704
    )
    
    
    3,282
    
    
    
    98,290
 (1)
    
    In fiscal 2002, the Company recorded a gain on the settlement of a claim, net of legal fees,
as a result of the enforcement of a non-compete agreement with several former employees of a
subsidiary of the Company.(2)
    
    In fiscal 2001 and 2002 the Companys subsidiary Deposition Sciences, Inc. (DSI) made
significant investments in building telecommunication product manufacturing equipment and
related facilities to apply its thin-film coating technology to telecom products. With the
decline in the global telecommunication business and uncertainty regarding the recovery of the
telecom market, the Company recognized a $10,433 charge in fiscal 2003 related to the
abandonment of certain long-lived assets and write down of certain assets held for sale to
fair value. The Company also recorded a charge of $1,150 in fiscal 2003 for an impairment
related to a non-refundable option to purchase for $11,500 the building currently leased by
DSI that was not likely to be exercised before its original expiration in March 2004.
Additionally, as a result of the delisting of the Companys common shares from the Nasdaq
National Market, the Company recorded an asset impairment charge of $1,163 for the write-off
of deferred costs associated with its shelf offerings in fiscal 2003. The Company also
recognized a $411 charge in fiscal 2003 related to the abandonment of lamp manufacturing
equipment. Fiscal 2002 results include special charges related to the consolidation of the
Companys power supply manufacturing operations into its high-efficiency facility in Chennai
(Madras), India, reduction of staffing levels at most locations, and evaluation of equipment
and investments in light of its long-term strategies. The amounts are classified in the
fiscal 2002 statement of operations as: cost of sales  $688 and, special charges  $10,561.(3)
    
    After completion of the Final Plan of Reorganization, the Company retained an interest in
Fiberstars, Inc. (Fiberstars) consisting of two warrants with an exercise price of $.01 per
share that included the right to acquire, upon meeting certain vesting provisions, an
aggregate of 407,000 shares of Fiberstars common stock.
Due to the vesting provisions associated with sales volume requirements, the warrants were
accounted for as cost investments and not marked to market as derivative financial instruments
pursuant to the requirements of Statement of Financial Accounting Standards (FAS) No. 133,
Accounting for Derivative Financial Instruments and Hedging Activities. Upon satisfying the
sales volume requirements the warrants are accounted for as derivative financial instruments and
marked to market in accordance with FAS No. 133 requirements. In June 2005, one of the
warrants became fully exercisable, and the Company purchased 175,750 shares. These shares have
been marked to fair value at June 30, 2005 based upon the closing share price of $9.91 or a
total value of approximately $1,740. The remaining warrant was accounted for as a derivative on
June 30, 2005 and valued based upon appraisal at $5.87 per share or approximately $1,357. The
total gain recognized with regard to recording the Companys investment at fair value at June
30, 2005 is $2,450.
  20




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the equity income or loss from the Companys investment in Fiberstars, Inc. a marketer and distributor of
fiber optic lighting products.(4)
    
    In the six months ended December 31, 2003, the Company recorded several items related to the
Companys reorganization and emergence from bankruptcy. The gain on restructuring of $1,184 includes a
net increase in the receivable from officer of $1,169 related to the settlement related to the
officer loan approved by the bankruptcy court, as well as the impact of the implementation of
the court-approved plan and a settlement with General Electric related to amounts owed to and
receivable from GE. The write-off of deferred loan costs of $2,251 is related to the accounting
for the cancellation of the $100,000 8% Senior Notes in accordance with Emerging Issues Task
Force No. 96-19, Debtors Accounting for a Modification or Exchange of Debt Instruments.
Reorganization expenses of $11,258 represent the cost of consultants, investment bankers, and
attorneys related to the Companys efforts to reorganize under Chapter 11 Bankruptcy.
Reorganization expenses of $7,435 were also incurred in fiscal 2003.
 (5)
    
    The loss from sale of fixtures subsidiaries of $1,003 in fiscal 2003 relates to a settlement,
approved by the Bankruptcy Court, pursuant to which the Company and Ruud Lighting, Inc. and
its shareholders settled a dispute related to the sale of the fixture subsidiaries. The gain
from sale of fixtures subsidiaries of $227 in fiscal 2002 related to the sale of fixtures
subsidiaries.
 (6)
    
    In fiscal 2002, the Company recorded $71,171 as a cumulative effect of accounting change
relating to the impairment of goodwill and other indefinite lived intangible assets in
accordance with the Financial Accounting Standards Board Statement of Accounting Standards
(FAS) No. 142, Goodwill and Intangible Assets. FAS No. 142 provides authoritative guidance on
accounting for and financial reporting of goodwill and intangible assets acquired in business
combinations. FAS No. 142 requires that these assets be tested for impairment, and as a
result, the Company recorded $71,171 as a cumulative effect of accounting change as of July 1,
2001.
 21




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 The following discussion should be read in connection with the Companys Consolidated Financial
Statements and Notes thereto included in Item 8  Financial Statements and Supplementary Data.
 General
   Results of Operations
   22




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Year Ended June 30, 2005 compared to Year Ended June 30, 2004
  Reorganized Company
    
    
    Pro Forma ResultsYear Ended
    
    
    Year EndedJune 30, 2005
    
    
    June 30, 2004Net sales
    
    $
    157,770
    
    
    
    100.0
    %
    
    $
    144,585
    
    
    
    100.0
    %Costs and expenses:Cost of sales
    
    
    93,576
    
    
    
    59.3
    
    
    
    86,591
    
    
    
    59.9Marketing and selling
    
    
    25,800
    
    
    
    16.4
    
    
    
    23,732
    
    
    
    16.4Research and development
    
    
    6,069
    
    
    
    3.8
    
    
    
    5,934
    
    
    
    4.1General and administrative
    
    
    13,072
    
    
    
    8.3
    
    
    
    13,790
    
    
    
    9.5Amortization of intangible assets
    
    
    1,028
    
    
    
    0.6
    
    
    
    651
    
    
    
    0.5Income from operations
    
    
    18,225
    
    
    
    11.6
    
    
    
    13,887
    
    
    
    9.6
 Net Sales
  23




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Cost of Sales.
  Marketing and Selling Expenses.
 Research and Development Expenses
 General and Administrative Expenses.
 Amortization of Intangible Assets.
 Income from Operations.
 24




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Year Ended June 30, 2004 compared to Year Ended June 30, 2003
  Pro Forma Results
    
    
    Predecessor CompanyYear Ended
    
    
    Year EndedJune 30, 2004
    
    
    June 30, 2003Net sales
    
    $
    144,585
    
    
    
    100.0
    %
    
    $
    145,087
    
    
    
    100.0
    %Costs and expenses:Cost of sales
    
    
    86,591
    
    
    
    59.9
    
    
    
    93,167
    
    
    
    64.2Marketing and selling
    
    
    23,732
    
    
    
    16.4
    
    
    
    23,233
    
    
    
    16.0Research and development
    
    
    5,934
    
    
    
    4.1
    
    
    
    6,494
    
    
    
    4.5General and administrative
    
    
    13,790
    
    
    
    9.5
    
    
    
    10,215
    
    
    
    7.0Provision for loan impairment
    
    
    
    
    
    
    
    
    
    
    2,700
    
    
    
    1.9Refinancing and non-recurring items
    
    
    
    
    
    
    
    
    
    
    2,387
    
    
    
    1.6Gain on sale of property
    
    
    
    
    
    
    
    
    
    
    (62
    )
    
    
    Special charges and asset impairment
    
    
    
    
    
    
    
    
    
    
    13,157
    
    
    
    9.1Amortization of intangible assets
    
    
    651
    
    
    
    0.5
    
    
    
    343
    
    
    
    0.2Income (loss) from operations
    
    
    13,887
    
    
    
    9.6
    
    
    
    (6,547
    )
    
    
    (4.5
    )
 Net Sales
  Cost of Sales.
  Marketing and Selling Expenses.
 25




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##### Table of Contents



Research and Development Expenses
 General and Administrative Expenses.
 Provision for Loan Impairment.
 Refinancing and Non-recurring Items.
 Gain on Sale of Property.
 Special Charges and Asset Impairment.
 Amortization of Intangible Assets.
 26




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Income
(Loss) from Operations.
  Interest Expense.
 Interest Income.
 Income (Loss) from Investments.
  Accounting for Certain Investments in Debt and Equity Securities
 27




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Gain on Restructuring.
 Write-off of Deferred Loan Costs. Debtors
Accounting for a Modification or Exchange of Debt Instruments.
 Reorganization Expenses.
 Loss from Sale of Fixtures Subsidiaries.
 Income Tax Expense.
   28




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Liquidity and Capital Resources
     Net Cash Provided by Operating Activities.
 29




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Net Cash Used in Investing Activities.
 Net Cash Provided by Financing Activities.
  Schedule of Certain Contractual Obligations
  Payments Due by PeriodLess than
    
    
    Years
    
    
    Years
    
    
    AfterTotal
    
    
    1 Year
    
    
    2 and 3
    
    
    4 and 5
    
    
    5 YearsLong Term Debt
    
    $
    132,010
    
    
    $
    11,983
    
    
    $
    4,415
    
    
    $
    115,517
    
    
    $
    95Operating Leases
    
    
    9,093
    
    
    
    1,836
    
    
    
    3,160
    
    
    
    3,002
    
    
    
    1,095Interest on Debt
    
    
    48,684
    
    
    
    13,568
    
    
    
    25,617
    
    
    
    9,469
    
    
    
    30Total Contractual Obligations
    
    $
    189,787
    
    
    $
    27,387
    
    
    $
    33,192
    
    
    $
    127,988
    
    
    $
    1,220
 Market Risk Disclosures
 Market Risk Disclosures.
 Interest Rate Sensitivity.
 30




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Fair ValueJune 30,
    
    
    
    
    
    
    June 30,(dollars in millions)
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Total
    
    
    2005LiabilitiesLong-term Debt, includingCurrent PortionFixed Rate
    
    $
    4.3
    
    
    
    
    
    
    
    
    
    
    $
    114.4
    
    
    
    
    
    
    $
    118.7
    
    
    $
    118.8Average Interest Rate
    
    
    11.0
    %
    
    
    11.0
    %
    
    
    11.0
    %
    
    
    11.0
    %
    
    
    Variable Rate
    
    $
    7.7
    
    
    $
    2.2
    
    
    $
    2.2
    
    
    $
    1.1
    
    
    $
    0.1
    
    
    $
    13.3
    
    
    $
    13.3Average Interest Rate
    
    
    6.7
    %
    
    
    6.7
    %
    
    
    6.8
    %
    
    
    6.8
    %
    
    
    7.4
    %
  Foreign Currency Exchange Risk
  Critical Accounting Policies
   31




---



##### Table of Contents



Valuation of Accounts and Notes Receivable
   Inventory Valuation Reserves
  Valuation of Long-Lived Assets
 Financial Reporting by Entities in Reorganization Under the Bankruptcy Code
 Push Down Basis of Accounting Required in Certain Limited Circumstances Goodwill and Other Intangible Assets
 32




---



##### Table of Contents



Revenue Recognition
  Deferred Tax Assets and Valuation Allowance
  Impact of Inflation
  33




---



##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  34




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data
          35




---



##### Table of Contents



REPORT OF MANAGEMENT
      /s/ Wayne R. Hellman
    
    
    
    /s/ Christopher F. ZerullWayne R. Hellman
    
    
    
    Christopher F. ZerullChief Executive Officer
    
    
    
    Vice President andChief Accounting Officer
 36




---



LIST OF FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES
 
 
  
 PageAudited Consolidated Financial Statements:Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets:Reorganized Company as of June 30, 2005 and 2004
    
    
    F-3Consolidated Statements of Operations:Reorganized Company for the Year Ended June 30, 2005
and for the Six Months Ended June 30, 2004
    
    
    F-5Predecessor Company for the Six Months Ended
December 31, 2003 and Year Ended June 30, 2003
    
    
    F-5Consolidated Statements of Shareholders Equity:Reorganized Company for the Year Ended June 30, 2005
and for the Six Months Ended June 30, 2004
    
    
    F-6Predecessor Company for the Six Months Ended
December 31, 2003 and Year Ended June 30, 2003
    
    
    F-6Consolidated Statements of Cash Flows:Reorganized Company for the Year Ended June 30, 2005
and for the Six Months Ended June 30, 2004
    
    
    F-7Predecessor Company for the Six Months Ended
December 31, 2003 and Year Ended June 30, 2003
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
     F-1




---



##### Table of Contents



/s/ Grant Thornton
 
 F-2




---



##### Table of Contents



Advanced Lighting Technologies, Inc.
 
 Consolidated Balance Sheets  (in thousands, except per share amounts)
 June 30,
    
    
    June 30,2005
    
    
    2004AssetsCurrent assets:Cash and cash equivalents
    
    $
    2,643
    
    
    $
    4,701Trade receivables, less allowances of $687 and $706
    
    
    29,069
    
    
    
    29,787Inventories:Finished goods
    
    
    20,849
    
    
    
    16,105Raw materials and work-in-process
    
    
    13,108
    
    
    
    9,07333,957
    
    
    
    25,178Prepaid expenses
    
    
    1,421
    
    
    
    1,552Total current assets
    
    
    67,090
    
    
    
    61,218Property, plant and equipment:Land and buildings
    
    
    20,466
    
    
    
    18,165Machinery and equipment
    
    
    31,260
    
    
    
    29,100Furniture and fixtures
    
    
    2,592
    
    
    
    1,88054,318
    
    
    
    49,145Less accumulated depreciation
    
    
    6,808
    
    
    
    2,11847,510
    
    
    
    47,027Receivables from related parties
    
    
    2,983
    
    
    
    4,282Investments
    
    
    4,946
    
    
    
    2,360Other assets
    
    
    2,980
    
    
    
    3,849Intangible assets
    
    
    24,327
    
    
    
    24,810Goodwill
    
    
    50,001
    
    
    
    50,561$
    199,837
    
    
    $
    194,107
 See Notes to Consolidated Financial Statements
 F-3




---



##### Table of Contents



Advanced Lighting Technologies, Inc.
 Consolidated Balance Sheets  (in thousands, except per share amounts)
 June 30,
    
    
    June 30,2005
    
    
    2004Liabilities and shareholders equityCurrent liabilities:Short-term debt and current portion of long-term debt
    
    $
    11,984
    
    
    $
    4,184Accounts payable
    
    
    11,471
    
    
    
    10,755Payables to related parties
    
    
    310
    
    
    
    2,973Employee-related liabilities
    
    
    7,568
    
    
    
    6,197Accrued income and other taxes
    
    
    793
    
    
    
    1,414Other accrued expenses
    
    
    8,085
    
    
    
    9,216Total current liabilities
    
    
    40,211
    
    
    
    34,739Long-term debt
    
    
    120,026
    
    
    
    126,679Deferred tax liabilities
    
    
    826
    
    
    
    700Total liabilities
    
    
    161,063
    
    
    
    162,118Minority interest
    
    
    2,155
    
    
    
    1,477Preferred stock, $.001 par value per share; 239
shares authorized; 29 shares issued and outstanding
    
    
    29,338
    
    
    
    29,338Common shareholders equityCommon stock, $.001 par value per share, 80,000
shares authorized; 1 share issued and outstanding
    
    
    1
    
    
    
    1Paid-in-capital
    
    
    1,130
    
    
    
    1,130Accumulated other comprehensive income (loss)
    
    
    51
    
    
    
    (216
    )Retained earnings
    
    
    6,099
    
    
    
    2597,281
    
    
    
    1,174$
    199,837
    
    
    $
    194,107
 See Notes to Consolidated Financial Statements
 F-4




---



##### Table of Contents



Advanced Lighting Technologies, Inc.
 
 Consolidated Statements of Operations
 (in thousands, except per share dollar amounts)
 Reorganized Company
    
    
    
    
    
    
    
    
    Predecessor CompanyYear
    
    
    Six Months
    
    
    
    
    
    
    
    
    Six Months
    
    
    YearEnded
    
    
    Ended
    
    
    
    
    
    
    
    
    Ended
    
    
    EndedJune 30,
    
    
    June 30,
    
    
    
    
    
    
    

    
    December 31,
    
    
    June 30,2005
    
    
    2004
    
    
    
    
    

    
    
    
    2003
    
    
    2003Net sales
    
    $
    157,770
    
    
    $
    74,075
    
    
    
    
    
    
    
    
    $
    70,510
    
    
    $
    145,087Costs and expenses:Cost of sales
    
    
    93,576
    
    
    
    43,230
    
    
    
    
    
    
    
    
    
    43,361
    
    
    
    93,167Marketing and selling
    
    
    25,800
    
    
    
    11,766
    
    
    
     
     


    
    
    
    
    11,966
    
    
    
    23,233Research and development
    
    
    6,069
    
    
    
    2,839
    
    
    
    
    
    
    
    
    
    3,095
    
    
    
    6,494General and administrative
    
    
    13,072
    
    
    
    8,237
    
    
    
    
    
    
    

    
    
    5,553
    
    
    
    10,215Provision for loan impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,700Refinancing and non-recurring items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,387Gain on sale of property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62
    )Special charges and asset impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    
    
    
    
    
    
    13,157Amortization of intangible assets
    
    
    1,028
    
    
    
    474
    

    
    
    
    
    
    
    
    
    177
    
    
    
    343Income (loss) from operations
    
    
    18,225
    
    
    
    7,529
    
    
    
    
    
   
    
    
    
    6,358
    
    
    
    (6,547
    )Other income (expense):Interest expense
    
    
    (13,864
    )
    
    
    (6,852
    )
    
    
    
    
    
    

    
    
    (7,459
    )
    
    
    (11,608
    )Interest income
    
    
    420
    
    
    
    231
    
    
    
    
    


    
    
    
    
    188
    
    
    
    562Income (loss) from investments
    
    
    3,234
    
    
    
    98
    
    
    
    
    


    
    
    
    
    3
    
    
    
    (1,596
    )Gain on restructuring
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,184
    
    
    
    Write-off of deferred loan costs
    
    
    
    
    
    
    
    

    
    
    
    
    
    
    
    
    (2,251
    )
    
    
    Reorganization expenses
    
    
    
    
    
    
    
    
    
    
    
    

   
    
    
    
    (11,258
    )
    
    
    (7,435
    )Gain (loss) from sale of fixture subsidiaries
    
    
    
    
    
    
    
    

    
    
    
    
    
    
    
    
    
    
    
    
    (1,003
    )Income (loss) before income taxes
and minority interest
    
    
    8,015
    
    
    
    1,006
    

    
    
    
    
    
    
    
    
    (13,235
    )
    
    
    (27,627
    )Income taxes
    
    
    1,497
    
    
    
    489
    

    
    
    
    
    
    
    
    
    360
    
    
    
    946Income (loss) before minority interest
    
    
    6,518
    
    
    
    517
    
    
    
    
    
    
    
    
    
    (13,595
    )
    
    
    (28,573
    )Minority interest in income
of consolidated subsidiary
    
    
    (678
    )
    
    
    (258
    )
    
    
    
    


    
    
    
    
    (251
    )
    
    
    (333
    )Net income (loss)
    
    $
    5,840
    
    
    $
    259
    

    
    
    
    
    
    
    
    $
    (13,846
    )
    
    $
    (28,906
    )
 See Notes to Consolidated Financial Statements, including Emergence from
Bankruptcy describing the Reorganized Company and Predecessor Company.
 F-5




---



##### Table of Contents



Advanced Lighting Technologies, Inc.
 
 Consolidated Statements of Shareholders Equity
 For the Three Years Ended June 30, 2005
 (in thousands)
 Loan andAccumulated
    
    
    InterestOther
    
    
    Receivable
    
    
    Retained
    
    
    CommonPreferred
    
    
    Common Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    From
    
    
    Earnings
    
    
    ShareholdersStock
    
    
    Shares
    
    
    Par Value
    
    
    Capital
    
    
    Income (Loss)
    
    
    Officer
    
    
    (Deficit)
    
    
    Equity
    
    
    TotalBalance at June 30, 2002
    
    
    22,290
    
    
    
    23,588
    
    
    
    24
    
    
    
    214,804
    
    
    
    (2,940
    )
    
    
    (7,044
    )
    
    
    (201,562
    )
    
    
    3,282
    
    
    
    25,572Net loss -
predecessor company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,906
    )
    
    
    (28,906
    )
    
    
    (28,906
    )Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,300
    
    
    
    
    
    
    
    
    
    
    
    2,300
    
    
    
    2,300Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,606
    )
    
    
    (26,606
    )Preferred shares accretion
    
    
    2,185
    
    
    
    
    
    
    
    
    
    
    
    (2,185
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,185
    )
    
    
    Warrants issuable to
General Electric Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Reserve for loan impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,700
    
    
    
    
    
    
    
    2,700
    
    
    
    2,700Stock purchases
by employees
    
    
    
    
    
    
    61
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    18Stock issued pursuant to
employee benefit plan
    
    
    
    
    
    
    158
    
    
    
    
    
    
    
    87
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87
    
    
    
    87Balance at June 30, 2003
    
    
    24,475
    
    
    
    23,807
    
    
    
    24
    
    
    
    212,724
    
    
    
    (640
    )
    
    
    (4,344
    )
    
    
    (230,468
    )
    
    
    (22,704
    )
    
    
    1,771Net loss -
predecessor company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,846
    )
    
    
    (13,846
    )
    
    
    (13,846
    )Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,359
    
    
    
    
    
    
    
    
    
    
    
    1,359
    
    
    
    1,359Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,487
    )
    
    
    (12,487
    )Effect of reorganization
and fresh start reporting:Reclassification to
related party receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,344
    
    
    
    
    
    
    
    4,344
    
    
    
    4,344Extinguishment of old stock
    
    
    (24,475
    )
    
    
    (23,807
    )
    
    
    (24
    )
    
    
    (212,724
    )
    
    
    (719
    )
    
    
    
    
    
    
    244,314
    
    
    
    30,847
    
    
    
    6,372Issuance of new stock
    
    
    29,000
    
    
    
    1
    
    
    
    1
    
    
    
    999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    30,000Balance at
December 31, 2003
    
    
    29,000
    
    
    
    1
    
    
    
    1
    
    
    
    999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    30,000Net income -
reorganized company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    259
    
    
    
    259
    
    
    
    259Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (216
    )
    
    
    
    
    
    
    
    
    
    
    (216
    )
    
    
    (216
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43
    
    
    
    43Stock purchases by
management / director
    
    
    338
    
    
    
    
    
    
    
    
    
    
    
    131
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131
    
    
    
    469Balance at June 30, 2004
    
    
    29,338
    
    
    
    1
    
    
    
    1
    
    
    
    1,130
    
    
    
    (216
    )
    
    
    
    
    
    
    259
    
    
    
    1,174
    
    
    
    30,512Net income -
reorganized company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,840
    
    
    
    5,840
    
    
    
    5,840Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    267
    
    
    
    
    
    
    
    
    
    
    
    267
    
    
    
    267Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,107
    
    
    
    6,107Balance at June 30, 2005
    
    $
    29,338
    
    
    
    1
    
    
    $
    1
    
    
    $
    1,130
    
    
    $
    51
    
    
    $
    
    
    
    $
    6,099
    
    
    $
    7,281
    
    
    $
    36,619
 See Notes to Consolidated Financial Statements, including Emergence from Bankruptcy describing
the Reorganized Company and Predecessor Company.
 F-6




---



##### Table of Contents



Advanced Lighting Technologies, Inc.
 
 Consolidated Statements of Cash Flows
 (in thousands)
 Reorganized Company
    
    
    
    
    
    
    
    
    Predecessor CompanyYear
    
    
    Six Months
    
    
    
    
    
    
    
    
    Six Months
    
    
    YearEnded
    
    
    Ended
    
    
    
    
    
    
    
    
    Ended
    
    
    EndedJune 30,
    
    
    June 30,
    
    
    
    
    
    
    
    
    December 31,
    
    
    June 30,2005
    
    
    2004
    
    
    
    
    
    
    
    
    2003
    
    
    2003Operating activitiesNet income (loss)
    
    $
    5,840
    
    
    $
    259
    
    
    
    
    
    
    
    
    $
    (13,846
    )
    
    $
    (28,906
    )Adjustments to reconcile net income (loss)
to net cash provided by operating activities:Depreciation
    
    
    4,846
    
    
    
    2,136
    
    
    
    
    
    
    
    
    
    3,412
    
    
    
    6,737Amortization
    
    
    1,028
    
    
    
    474
    
    
    
    
    
    
    
    
    
    177
    
    
    
    343Provision for doubtful accounts
    
    
    181
    
    
    
    180
    
    
    
    
    
    
    
    
    
    381
    
    
    
    (456
    )Loss (income) from investments
    
    
    (3,234
    )
    
    
    (98
    )
    
    
    
    
    
    
    
    
    (3
    )
    
    
    1,596Gain on sale of property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62
    )Special charges and asset impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,157Provision for loan impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,700Loss (gain) on sale of fixture subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,003Gain on restructuring
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,184
    )
    
    
    Write-off of deferred loan costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,251
    
    
    
    Reorganization expenses in excess of (less than)
cash payments for reorganization expenses
    
    
    (1,842
    )
    
    
    (5,049
    )
    
    
    
    
    
    
    
    
    2,968
    
    
    
    3,923Old Senior note interest accrued but not paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    8,000Payment of pre-petition payables
    
    
    (371
    )
    
    
    (4,371
    )
    
    
    
    
    
    
    
    
    
    
    
    
    Changes in operating assets and liabilities, excluding
effects of acquisitions and dispositions:Trade receivables
    
    
    690
    
    
    
    (985
    )
    
    
    
    
    
    
    
    
    777
    
    
    
    (1,732
    )Inventories
    
    
    (8,779
    )
    
    
    (1,680
    )
    
    
    
    
    
    
    
    
    380
    
    
    
    2,755Prepaid and other assets
    
    
    2,359
    
    
    
    908
    
    
    
    
    
    
    
    
    
    859
    
    
    
    (1,142
    )Accounts payable and accrued expenses
    
    
    (115
    )
    
    
    8,030
    
    
    
    
    
    
    
    
    
    2,549
    
    
    
    (290
    )Net liabilities (payments) related to special charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (287
    )Other
    
    
    1,721
    
    
    
    485
    
    
    
    
    
    
    
    
    
    1,452
    
    
    
    2,350Net cash provided by operating activities
    
    
    2,324
    
    
    
    289
    
    
    
    
    
    
    
    
    
    4,173
    
    
    
    9,689Investing activitiesCapital expenditures
    
    
    (5,979
    )
    
    
    (3,018
    )
    
    
    
    
    
    
    
    
    (1,799
    )
    
    
    (5,325
    )Proceeds from sale of real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,326Proceeds from sale of investments
    
    
    450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300Purchase of business
    
    
    
    
    
    
    (827
    )
    
    
    
    
    
    
    
    
    
    
    
    
    Investments in affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (592
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    (5,529
    )
    
    
    (3,845
    )
    
    
    
    
    
    
    
    
    (2,391
    )
    
    
    (3,699
    )Financing activitiesNet borrowings (payments) under revolving credit loan
    
    
    5,402
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,559
    )Net borrowings (payments) under debtor-in-possession facility
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,126
    )
    
    
    25,126Proceeds from long-term debt and capital leases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,000
    
    
    
    79Payments of long-term debt and capital leases
    
    
    (4,255
    )
    
    
    (1,847
    )
    
    
    
    
    
    
    
    
    (1,522
    )
    
    
    (12,448
    )Investment by Saratoga Lighting Holdings, LLC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,000
    
    
    
    Issuance of common and preferred stock
    
    
    
    
    
    
    469
    
    
    
    
    
    
    
    
    
    
    
    
    
    105Officer loan repayment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,334
    
    
    
    Net cash provided by (used in) financing activities
    
    
    1,147
    
    
    
    (1,378
    )
    
    
    
    
    
    
     
    
    3,686
    
    
    
    (4,697
    )Increase (decrease) in cash and cash equivalents
    
    
    (2,058
    )
    
    
    (4,934
    )
    
    
    
    
    
    
    
    
    5,468
    
    
    
    1,293Cash and cash equivalents, beginning of year
    
    
    4,701
    
    
    
    9,635
    
    
    
    
    
    
    
    
    
    4,167
    
    
    
    2,874Cash and cash equivalents, end of year
    
    $
    2,643
    
    
    $
    4,701
    
    
    
    
    
    
    
    
    $
    9,635
    
    
    $
    4,167Supplemental cash flow informationInterest paid
    
    $
    13,911
    
    
    $
    3,703
    
    
    
    
    
    
    
    
    $
    1,200
    
    
    $
    2,772Income taxes paid
    
    
    975
    
    
    
    356
    
    
    
    
    
    
    
    
    
    159
    
    
    
    33Capitalized interest
    
    
    27
    
    
    
    8
    
    
    
    
    
    
    
    
    
    37
    
    
    
    370
 See Notes to Consolidated Financial Statements, including Emergence from Bankruptcy describing the
Reorganized Company and Predecessor Company.
 F-7




---



##### Table of Contents



Advanced Lighting Technologies, Inc.
 
 Notes to Consolidated Financial Statements
 June 30, 2005
  A. Organization
  B. Emergence from Bankruptcy
   Plan of Reorganization
 F-8




---



##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 B. Emergence from Bankruptcy (continued)
      F-9




---



##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 B. Emergence from Bankruptcy (continued)
 Reorganization, Fresh Start and Push Down Adjustments Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code Business Combinations
    
    
    Exchange of $100,000 of 8% Senior Notes and accrued interest through December
31, 2003 of $14,400 for $114,400 of 11% Senior Notes;
    
    Issuance to Saratoga of 29,000 shares of the Companys New Series A Preferred
Shares and 1,000 of its New Common Shares in exchange for $18,000 and all of
the equity interests of Saratoga in the Company purchased from GE for
$12,000, including the 761,250 shares of the Companys Old Preferred Stock
and 1,429,590 shares of the Companys Old Common Stock, and push-down of
Saratogas investment;
    
    Cancellation of the existing common stock in exchange for two investments of
the company with a net book value of $7,192 as of the effective date of the
Final Plan; and,
    
    Increase in the receivable from officer of $1,169 resulting from a
court-approved settlement and reclassification of the receivable to related
party receivables from the equity section of the condensed consolidated
balance sheet.
 F-10




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 B. Emergence from Bankruptcy (continued)
  
    
    Reduction of property, plant and equipment carrying values, including
reduction of the Companys real estate by $11,644 and personal property by
$28,790;
    
    Adjustment of the identifiable intangible assets to $24,675 including customer
contracts and relationships of $10,000, trademarks and tradenames of $8,635,
and technology of $6,040;
    
    Reduction in the value of inventory of $1,997 related to inventory being
disposed of by June 30, 2004; and,
    
    Increase in the value of inventory of $1,500 related to an adjustment in
accordance with FAS No. 141, which requires that inventory be recorded at fair
value on the reorganized companys balance sheet. The increase in inventory
of $1,500 above manufacturing cost reduced reported gross margin and net
profit in the third quarter of fiscal 2004 as the written-up inventory was
sold.
  Push Down Basis of Accounting
Required in Certain Limited Circumstances
 Unaudited Balance Sheet as of December 31, 2003Push-DownPredecessor
    
    
    Reorganization
    
    
    Fresh Start
    
    
    Accounting
    
    
    ReorganizedCompany
    
    
    Adjustments
    
    
    Adjustments
    
    
    Adjustments
    
    
    CompanyCurrent assets
    
    $
    61,524
    
    
    
    3,188
    
    
    
    (524
    )
    
    
    
    
    
    $
    64,188Property, plant and equipment, net
    
    
    86,864
    
    
    
    
    
    
    
    (40,434
    )
    
    
    
    
    
    
    46,430Investments and other assets
    
    
    13,616
    
    
    
    (3,012
    )
    
    
    1
    
    
    
    
    
    
    
    10,605Intangible assets, net
    
    
    2,597
    
    
    
    
    
    
    
    22,078
    
    
    
    
    
    
    
    24,675Goodwill
    
    
    4,573
    
    
    
    
    
    
    
    22,679
    
    
    
    23,309
    
    
    
    50,561Total assets
    
    $
    169,174
    
    
    
    176
    
    
    
    3,800
    
    
    
    23,309
    
    
    $
    196,459Short-term debt and current portion of long-term
debt
    
    $
    5,060
    
    
    
    
    
    
    
    (450
    )
    
    
    
    
    
    $
    4,610Accounts payable and accrued expenses
    
    
    46,078
    
    
    
    (15,515
    )
    
    
    1,395
    
    
    
    
    
    
    
    31,958Long-term debt
    
    
    128,672
    
    
    
    (600
    )
    
    
    
    
    
    
    
    
    
    
    128,072Total liabilities
    
    
    179,810
    
    
    
    (16,115
    )
    
    
    945
    
    
    
    
    
    
    
    164,640Deferred tax liabilities
    
    
    
    
    
    
    
    
    
    
    600
    
    
    
    
    
    
    
    600Minority interest
    
    
    1,219
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,219New preferred stock
    
    
    
    
    
    
    
    
    
    
    5,691
    
    
    
    23,309
    
    
    
    29,000Old preferred stock
    
    
    24,475
    
    
    
    (24,475
    )
    
    
    
    
    
    
    
    
    
    
    New common stock
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Old common stock
    
    
    24
    
    
    
    (24
    )
    
    
    
    
    
    
    
    
    
    
    Accumulated deficit
    
    
    (245,453
    )
    
    
    1,139
    
    
    
    244,314
    
    
    
    
    
    
    
    Other shareholders equity
    
    
    209,099
    
    
    
    39,651
    
    
    
    (247,751
    )
    
    
    
    
    
    
    999Total liabilities and shareholders equity
    
    $
    169,174
    
    
    
    176
    
    
    
    3,800
    
    
    
    23,309
    
    
    $
    196,459
 F-11




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 B. Emergence from Bankruptcy (continued)
 Push Down Basis of Accounting Required in Certain
Limited Circumstances Goodwill and Other Intangible Assets
 C. Significant Accounting Policies
 Principles of Consolidation
  Reporting Periods
  Accounting Estimates
  Translation of Foreign Currency
  Cash Equivalents
  F-12




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 C. Significant Accounting Policies (continued)
 Concentration of Credit Risk
   Valuation of Loan Receivables
  Inventories
  Property, Plant and Equipment
   F-13




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 C. Significant Accounting Policies (continued)
 Deferred Financing Costs
  Intangible Assets and Goodwill
  June 30, 2005Estimated
    
    Carrying
    
    
    Accumulated
    
    
    CarryingIntangible Asset Category
    
    Lives
    
    Amount - Gross
    
    
    Amortization
    
    
    Amount - NetPatented Technology and Trade Secrets
    
    8 - 15 Years
    
    $
    6,746
    
    
    $
    (681
    )
    
    $
    6,065Customer Contracts and Relationships
    
    10 - 20 Years
    
    
    10,445
    
    
    
    (818
    )
    
    
    9,627Tradenames and Trademarks
    
    Indefinite
    
    
    8,635
    
    
    
    
    
    
    
    8,635$
    25,826
    
    
    $
    (1,499
    )
    
    $
    24,327
  Goodwill and Other Intangible Assets
 Revenue Recognition
 Revenue Recognition in
Financial Statements
 Advertising Expense
  Research and Development
  F-14




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 C. Significant Accounting Policies (continued)
 Shipping and Handling Fees and Costs
  Derivative Financial Instruments
 Accounting for Derivative Instruments and Hedging Activities
   Accounting for Certain Investments in Debt and Equity Securities
  F-15




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 C. Significant Accounting Policies (continued)
  Financial Statement Presentation Changes
  D. Financing Arrangements
  June 30,
    
    
    June 30,2005
    
    
    2004Bank Credit Facility  revolving credit loan
    
    $
    5,402
    
    
    
    Current portion of long-term debt
    
    
    6,582
    
    
    $
    4,184$
    11,984
    
    
    $
    4,184
 Balance
Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements that include Both
a Subjective Acceleration Clause and a Lock-box Arrangement.
  F-16




---



##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 D. Financing Arrangements (continued)
   June 30,
    
    
    June 30,2005
    
    
    2004Senior unsecured 11% notes, due March 2009
    
    $
    114,400
    
    
    $
    114,400Bank Credit Facility  term loan
    
    
    7,700
    
    
    
    9,900Mortgage notes payable
    
    
    4,342
    
    
    
    4,456Promissory note
    
    
    
    
    
    
    1,520Other
    
    
    166
    
    
    
    587126,608
    
    
    
    130,863Less current portion of long-term debt
    
    
    (6,582
    )
    
    
    (4,184
    )$
    120,026
    
    
    $
    126,679
      F-17




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 E. Shareholders Equity
 Saratoga Lighting Holdings, LLC Investment and Equity Incentive Plans
   DSI Stock Option Plan
  F-18




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 F. Employee Benefits
  G. Income Taxes
  Reorganized Company
    
    
    
    
    
    

    
    
    Predecessor CompanyYear
    
    
    Six Months
    
    
    
    
    
    
    
    
    Six Months
    
    
    YearEnded
    
    
    Ended
    
    
    
    
    
    
    
    
    Ended
    
    
    EndedJune 30,
    
    
    June 30,
    
    
    
    
    
    
    
    
    December 31,
    
    
    June 30,2005
    
    
    2004
    
    
    
    
    
    
    
    
    2003
    
    
    2003United States
    
    $
    (5,862
    )
    
    $
    (4,143
    )
    
    
    
    
    
    
    
    $
    (18,778
    )
    
    $
    (32,971
    )Foreign
    
    
    13,877
    
    
    
    5,149
    
    
    
    
    
    
    
    
    
    5,543
    
    
    
    5,344Totals
    
    $
    8,015
    
    
    $
    1,006
    
    
    
    
    
    
    
    
    $
    (13,235
    )
    
    $
    (27,627
    )The provision for income taxes is computed using the liability method and is based on
applicable federal and state statutory rates adjusted for permanent differences between financial
and taxable income.Income taxes have been provided as follows:Reorganized Company
    
    
    
    
    
    
    
    
    Predecessor CompanyYear
    
    
    Six Months
    
    
    
    
    
    
    
    
    Six Months
    
    
    YearEnded
    
    
    Ended
    
    
    
    
    
    
    
    
    Ended
    
    
    EndedJune 30,
    
    
    June 30,
    
    
    
    
    
    
    
    
    December 31,
    
    
    June 30,2005
    
    

    2004
    
    
    
    
    
    
    
    

    2003
    
    

    2003CurrentFederal
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    (125
    )State and local
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    887
    
    
    
    399
    
    
    
    
    
    
    
    
    
    350
    
    
    
    449887
    
    
    
    399
    
    
    
    
    
    
    
    
    
    350
    
    
    
    324DeferredFederal
    
    
    
    
    
    
    
    
    
    
    
    

    
    
    
    
    
    
    
    
    State and local
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    610
    
    
    
    90
    
    
    
    
    
    
    
    
    
    10
    
    
    
    622610
    
    
    
    90
    
    
    
    
    
    
    
    
    
    10
    
    
    
    622$
    1,497
    
    
    $
    489
    
    
    
    
    
    
    
    
    $
    360
    
    
    $
    946
 F-19




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 G Income Taxes (continued)
  June 30,
    
    
    June 30,2005
    
    
    2004Deferred tax assets:Net operating loss carryforwards
    
    $
    6,104
    
    
    $
    3,583Tax under financial reporting special charges
and equity write-down
    
    
    776
    
    
    
    1,804Depreciation
    
    
    7,828
    
    
    
    6,658Other
    
    
    3,390
    
    
    
    2,91318,098
    
    
    
    14,958Deferred tax liabilities:Tax over financial reporting
depreciation and amortization
    
    
    6,770
    
    
    
    5,2796,770
    
    
    
    5,279Net deferred tax assets before valuation allowance
    
    
    11,328
    
    
    
    9,679Valuation allowance
    
    
    (12,154
    )
    
    
    (10,379
    )Net deferred tax assets (liabilities)
    
    $
    (826
    )
    
    $
    (700
    )
  F-20




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 G. Income Taxes (continued)
  Reorganized Company
    
    
    
    
    

    
    
    
    Predecessor CompanyYear
    
    
    Six Months
    
    
    
    
    

    
    
    
    Six Months
    
    
    YearEnded
    
    
    Ended
    
    
    
    
    

    
    
    
    Ended
    
    
    EndedJune 30,
    
    
    June 30,
    
    
    
    
    

    
    
    
    December 31,
    
    
    June 30,2005
    
    
    2004
    
    
    
    
    

    
    
    
    2003
    
    
    2003Statutory tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    
    

    
    
    
    
    (35.0
    )%
    
    
    (35.0
    )%Capital loss
    
    
    
    
    
    
    
    
    
    
    
    

    
    
    
    
    
    
    
    
    (7.0
    )Foreign tax rate differential
    
    
    (49.4
    )
    
    
    (133.5
    )
    
    
    
    

    
    
    
    
    (11.9
    )
    
    
    (1.4
    )Nondeductible permanent items
    
    
    3.3
    
    
    
    23.5
    
    
    
    
    

    
    
    
    
    17.7
    
    
    
    0.8Valuation allowance change
    
    
    22.3
    
    
    
    120.6
    
    
    
    
    

    
    
    
    
    31.9
    
    
    
    46.8Other
    
    
    7.5
    
    
    
    3.0
    
    
    
    
    

    
    
    
    
    
    
    
    
    (0.8
    )Effective tax rate
    
    
    18.7
    %
    
    
    48.6
    %
    
    
    
    

    
    
    
    
    2.7
    %
    
    
    3.4
    %
    F-21




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 H. Special Charges and Asset Impairment
  I. Related Party Transactions
   Accounting for Contingencies Accounting by Creditors for Impairment of a Loan
 F-22




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 I. Related Party Transactions (continued)
    F-23




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 I. Related Party Transactions (continued)
     F-24




---



##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 J. Commitments
  K. Quarterly Results of Operations (Unaudited)
  Reorganized CompanyFiscal 2005, Three Months EndedJun 30 (a)
    
    Mar 31
    
    
    
    
    
    
    
    Dec 31
    
    Sep 30Net sales
    
    $
    37,798
    
    
    $
    40,272
    
    
    
    
    
    
    
    
    $
    41,122
    
    
    $
    38,578Gross profit
    
    
    15,500
    
    
    
    15,937
    
    
    
    
    
    
    
    
    
    16,783
    
    
    
    15,974Net income
    
    
    2,825
    
    
    
    352
    
    
    
    
    
    
    
    
    
    1,606
    
    
    
    1,057Reorganized Company
    
    
    
    

    
    
    
    Predecessor CompanyFiscal 2004, Three Months EndedJun 30
    
    Mar 31
    
    
    
    

    
    
    
    Dec 31 (b)
    
    Sep 30 (c)Net sales
    
    $
    37,131
    
    
    $
    36,944
    
    
    

    
    

    
    
    
    $
    37,678
    
    
    $
    32,832Gross profit
    
    
    16,376
    
    
    
    14,469
    
    
    
    
    

    
    
    
    
    14,496
    
    
    
    12,653Net income (loss)
    
    
    1,612
    
    
    
    (1,353
    )
    
    
    
    

    
    
    
    
    (7,474
    )
    
    
    (6,372
    )
 
 (a)
    
    Fourth Quarter 2005  Net income was increased by a gain of $2,450 related
to the Companys investment Fiberstars warrants pursuant to FAS No. 133 (See
Note C).(b)
    
    Second Quarter 2004  Net income was reduced by reorganization expenses of
$(5,635) and a write-off of deferred loan costs of $(2,251). Net income was
increased by a gain on restructuring of $1,184.(c)
    
    First Quarter 2004  Net income was reduced by reorganization expenses of $(5,623). F-25




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##### Table of Contents



Advanced Lighting Technologies, Inc.
Notes to Consolidated Financial Statements
June 30, 2005
 L. Segment and Geographic Information
   Reorganized Company
    
    
    
    
    

    
    
    
    Predecessor CompanyYear
    
    
    Six Months
    
    
    
    
    

    
    
    
    Six Months
    
    
    YearEnded
    
    
    Ended
    
    
    
    
    

    
    
    
    Ended
    
    
    EndedJune 30,
    
    
    June 30,
    
    
    
    
    

    
    
    
    December 31,
    
    
    June 30,2005
    
    
    2004
    
    
    

    
    

    
    
    
    2003
    
    
    2003United States
    
    $
    93,082
    
    
    $
    43,107
    
    
    

    
    

    
    
    
    $
    40,326
    
    
    $
    83,719United Kingdom
    
    
    23,573
    
    
    
    11,248
    
    
    
    
    

    
    
    
    
    9,899
    
    
    
    21,679Canada
    
    
    19,846
    
    
    
    10,991
    
    
    
    
    

    
    
    
    
    11,875
    
    
    
    26,534Australia
    
    
    12,439
    
    
    
    5,974
    
    
    
    
    

    
    
    
    
    6,348
    
    
    
    10,685Other
    
    
    8,830
    
    
    
    2,755
    
    
    
    
    

    
    
    
    
    2,062
    
    
    
    2,470$
    157,770
    
    
    $
    74,075
    
    
    
    
    

    
    
    
    $
    70,510
    
    
    $
    145,087
  Reorganized CompanyJune 30,
    
    
    June 30,2005
    
    
    2004United States
    
    $
    107,643
    
    
    $
    112,867India
    
    
    13,552
    
    
    
    9,181Canada
    
    
    1,296
    
    
    
    1,905Australia
    
    
    1,621
    
    
    
    1,549United Kingdom
    
    
    706
    
    
    
    595$
    124,818
    
    
    $
    126,097
  F-26




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
  
 Item 9B. Other Information
   37




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##### Table of Contents



PART III
 
 Item 10. Directors and Officers of the Registrant
  Name
    
    Age
    
    PositionChristian L. Oberbeck
    
    
    45
    
    
    DirectorRichard A. Petrocelli
    
    
    37
    
    
    DirectorRobert Cizik
    
    
    74
    
    
    Non-Executive Chairman and DirectorWayne R. Hellman
    
    
    59
    
    
    Chief Executive Officer and DirectorSabu Krishnan
    
    
    47
    
    
    Chief Operating Officer and DirectorWayne J. Vespoli*
    
    
    44
    
    
    Executive Vice President and TreasurerLee A. Bartolomei*
    
    
    66
    
    
    Vice PresidentJames L. Schoolenberg*
    
    
    62
    
    
    Vice PresidentChristopher F. Zerull*
    
    
    46
    
    
    Vice President and Chief Accounting Officer
 
 *
    
    Executive officer only Christian L. Oberbeck
 Richard A. Petrocelli
 Robert Cizik
 Wayne R. Hellman
 38




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##### Table of Contents



Sabu Krishnan
 Wayne J. Vespoli
 Lee A. Bartolomei
 James L. Schoolenberg
 Christopher F. Zerull
  Audit Committee Financial Expert.
 Code of Ethics.
 39




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##### Table of Contents



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  40




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##### Table of Contents



Item 11. Executive Compensation
 COMPENSATION OF EXECUTIVE OFFICERS
  SUMMARY COMPENSATION TABLE
 Annual Compensation ($)All OtherName and Principal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    CompensationWayne R. Hellman
    
    
    2005
    
    
    $
    372,116
    (1)
    
    $
    2,354,088
    (1)(2)
    
    
    9,144
    (3)Chief Executive Officer and Director
    
    
    2004
    
    
    
    300,914
    (1)
    
    
    2,327,000
    (1)(2)
    
    
    6,000
    (3)2003
    
    
    
    299,231
    (1)
    
    
    
    
    
    
    Sabu Krishnan (4)
    
    
    2005
    
    
    
    259,616
    
    
    
    204,656
    (2)
    
    
    2,596
    (3)Chief Operating Officer and Director
    
    
    2004
    
    
    
    228,654
    
    
    
    187,500
    (2)
    
    
    2,279
    (3)2003
    
    
    
    177,692
    
    
    
    15,000
    
    
    
    1,769
    (3)Wayne J. Vespoli (5)
    
    
    2005
    
    
    
    199,614
    
    
    
    103,578
    (2)
    
    
    7,762
    (3)Executive Vice President and Treasurer
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    Lee A. Bartolomei
    
    
    2005
    
    
    
    194,700
    
    
    
    103,578
    (2)
    
    
    7,263
    (3)Vice President
    
    
    2004
    
    
    
    158,261
    
    
    
    95,000
    (2)
    
    
    6,058
    (3)2003
    
    
    
    168,615
    
    
    
    
    
    
    
    4,823
    (3)James L. Schoolenberg
    
    
    2005
    
    
    
    194,700
    
    
    
    103,578
    (2)
    
    
    6,641
    (3)Vice President
    
    
    2004
    
    
    
    190,000
    
    
    
    95,000
    (2)
    
    
    5,997
    (3)2003
    
    
    
    190,087
    
    
    
    142,500
    
    
    
    
 (1)
    
    Mr. Hellman is a party to an Employment Agreement with the Company. The Employment Agreement
had an initial term expiring July 2005. In July 2005, the Company and Mr. Hellman entered
into an Amended and Restated Employment Agreement. The agreement, as amended, extends the
term of the Agreement to July 30, 2007, provides for a base salary of $312,000, a supplemental
salary of $138,000 per annum from January 1, 2005 through July 1, 2007, and provides for two
additional bonuses payable on September 30, 2006 and July 30, 2007. The additional bonuses
are payable only if the Company achieves specified adjusted EBITDA goals for the preceding
fiscal year. The after-tax proceeds of the additional bonuses would be applied to the balance
of Mr. Hellmans loan from the Company. The agreement also provides for the continuation of
the existing performance bonus plan, with adjusted EBITDA goals for fiscal 2006 and fiscal
2007 yet to be specified. If earned, the additional bonuses would result in the payment of
Mr. Hellmans loan on July 30, 2007. Under the original Employment Agreement, Mr. Hellman was
entitled to receive annual base compensation of $300,000. In addition, Mr. Hellman was
entitled to receive a bonus in each year in an amount between 50% and 150% of his base salary,
provided the Company met certain performance criteria. For fiscal 2004, the minimum bonus
threshold was an Adjusted EBITDA of $23,500,000 and achievement of a $27,000,000 Adjusted
EBITDA was required for the superior bonus. Based on the Adjusted EBITDA of $24,600,000, that
the Company calculated
 41




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##### Table of Contents



pursuant to the Employment Agreement, Mr. Hellmans bonus for Fiscal 2004 was $300,000. Based
on the Adjusted EBITDA of $27.6 million that the Company calculated pursuant to the Employment
Agreement, Mr. Hellmans bonus for Fiscal 2005 will be $327,088. In addition, Mr. Hellman was
entitled to additional bonuses of $2,027,000, the first of which was effective July 2004, and
the second of which was effective July 1, 2005. The after-tax portion of each such bonus
(approximately $1,145,000) is for application directly to the reduction of Mr. Hellmans loan
from the Company. The Amended and Restated Employment Agreement provides for annual increases
in the annual base compensation as determined by the Compensation Committee during the term of
this Agreement. Pursuant to this Agreement, Mr. Hellman has agreed not to compete with the
Company for a period of two years after termination of employment. Prior to the effective date
of the Agreements noted above, Mr. Hellman was a party to an Employment Agreement with the
Company that extended through December 31, 2003. Under this Employment Agreement, Mr. Hellman
was entitled to receive annual base compensation of $195,000. In addition, Mr. Hellman was
entitled to receive bonuses in amounts determined by the Compensation Committee. The former
Employment Agreement provided for annual increases in annual base compensation in amounts
determined by the Compensation Committee during the term of this Employment Agreement. During
fiscal 2003, Mr. Hellmans annual base compensation was set at $300,000, and no bonus was paid.
Also includes compensation deferred pursuant to the Companys 401(k) deferred compensation plan.
Under the current and former Employment Agreements, Mr. Hellman participates in Company
sponsored life, health, and disability insurance coverage.(2)
    
    Bonuses represent amounts paid or to be paid, with respect to a fiscal year, in the following
fiscal year.(3)
    
    Perquisites provided to these executive officers consisted primarily of life, dental and
medical insurance costs, the total of which did not exceed the lesser of $50,000 or 10% of the
persons salary and bonus. Amounts shown are Company contributions to the 401(k) Plan.(4)
    
    Mr. Krishnan was elected to the office of Chief Operating Officer (COO) on February 13,
2003. He was appointed a director of the Company on April 22, 2003. On July 27, 2005, the
Company and the COO entered into a Severance and Noncompetition Agreement relating to the
COOs employment with the Company. The agreement provides for severance payments payable in
the same amounts and at the same intervals as the COOs current base pay for a period of two
years upon the COOs termination, other than a termination for cause or a termination
resulting from the COOs resignation without good reason. The agreement also provides that,
upon termination, the COO will not engage in any business that competes with the business
carried on by the Company or any of its subsidiaries or affiliates for a period of two years.(5)
    
    Mr. Vespoli was elected to the office of Executive Vice President and Treasurer on January
21, 2004. On July 27, 2005, the Company and the EVP entered into a Severance and
Noncompetition Agreement relating to the EVPs employment with the Company. The agreement
provides for severance payments payable in the same amounts and at the same intervals as the
EVPs current base pay for a period of one year upon the EVPs termination, other than a
termination for cause or a termination resulting from the EVPs resignation without good
reason. The agreement also provides that, upon termination, the EVP will not engage in any
business that competes with the business carried on by the Company or any of its subsidiaries
or affiliates for a period of one year.
 42




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##### Table of Contents



DEPOSITION SCIENCES, INC. OPTION EXERCISES
IN LAST FISCAL YEAR AND 2005 FISCAL YEAR END
DEPOSITION SCIENCES INC. OPTION VALUES
 Number of SecuritiesUnderlying Unexercised
    
    Value of UnexercisedShares
    
    
    
    
    
    Options at Fiscal
    
    In-the-Money OptionsAcquired on
    
    Value
    
    Year-End (#)
    
    at Fiscal Year-End ($)Name
    
    Exercise (#)
    
    Realized ($)
    
    Exercisable/Unexercisable
    
    Exercisable/UnexercisableWayne R. Hellman
    
    
    
    
    
    
    
    
    
    
     /
    
    
    
    750,000
    
    
    
    *Sabu Krishnan
    
    
    
    
    
    
    
    
    
    
     /
    
    
    
    6,000
    
    
    
    *Wayne J. Vespoli
    
    
    
    
    
    
    
    
    
    
      /
    
    
    
    
    
    
    
    *Lee A. Bartolomei
    
    
    
    
    
    
    
    
    
    
    1,000,00/
    
    
    
    
    
    
    
    *James L. Schoolenberg
    
    
    
    
    
    
    
    
    
    
      /
    
    
    
    25,000
    
    
    
    *
 
 *
    
    All of Deposition Sciences Inc.s issued and outstanding stock is held by the Company. There is
no meaningful basis on which to establish a market value per share for purposes of determining
whether or the extent to which the unexercised options held were in-the-money at fiscal year-end. COMPENSATION OF DIRECTORS
  EMPLOYMENT AGREEMENTS
  43




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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  44




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 CERTAIN HOLDERS OF VOTING SECURITIES
  Common Shares
    
    
    Preferred SharesBeneficially Owned (2)
    
    
    Beneficially OwnedPercent of
    
    
    
    
    
    
    Percent of
    
    
    Percent ofName and Address (1)
    
    Number
    
    
    Class
    
    
    Number
    
    
    Class
    
    
    Voting PowerSaratoga Lighting Holdings LLC
    
    
    1,151.94
    
    
    
    97.3
    %
    
    
    29,000.00
    
    
    
    98.8
    %
    
    
    98.8
    %Saratoga Partners IV, L.P.
    
    
    1,151.94
    
    
    
    97.3
    %
    
    
    29,000.00
    
    
    
    98.8
    %
    
    
    98.8
    %Saratoga Coinvestment IV, LLC
    
    
    1,151.94
    
    
    
    97.3
    %
    
    
    29,000.00
    
    
    
    98.8
    %
    
    
    98.8
    %Saratoga Associates IV, LLC
    
    
    1,151.94
    
    
    
    97.3
    %
    
    
    29,000.00
    
    
    
    98.8
    %
    
    
    98.8
    %Christian L. Oberbeck
    
    
    1,151.94
    
    
    
    97.3
    %
    
    
    29,000.00
    
    
    
    98.8
    %
    
    
    98.8
    %Richard A. Petrocelli
    
    
    1,151.94
    
    
    
    97.3
    %
    
    
    29,000.00
    
    
    
    98.8
    %
    
    
    98.8
    %Robert Cizik
    
    
    31.67
    
    
    
    2.7
    %
    
    
    338.33
    
    
    
    1.2
    %
    
    
    1.2
    %Wayne R. Hellman
    
    
    60.69
    
    
    
    5.1
    %
    
    
    
    
    
    
    *
    
    
    
    *Sabu Krishnan
    
    
    45.51
    
    
    
    3.8
    %
    
    
    
    
    
    
    *
    
    
    
    *Wayne J. Vespoli
    
    
    18.21
    
    
    
    1.5
    %
    
    
    
    
    
    
    *
    
    
    
    *Lee A. Bartolomei
    
    
    11.01
    
    
    
    0.9
    %
    
    
    
    
    
    
    *
    
    
    
    *James L. Schoolenberg
    
    
    16.52
    
    
    
    1.4
    %
    
    
    
    
    
    
    *
    
    
    
    *Christopher F. Zerull
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *All Directors and Executive Officers
as a Group (9 Persons)
    
    
    1,183.61
    
    
    
    100.0
    %
    
    
    29,338.33
    
    
    
    100.0
    %
    
    
    100.0
    %
 
 *
    
    Less than one percent (1)
    
    The business address of each of Messrs. Hellman, Krishnan, Vespoli,
and Zerull is 32000 Aurora Road, Solon, Ohio 44139; The business
address of Saratoga Lighting Holdings, LLC (Saratoga), Saratoga
Partners IV, L.P., Saratoga Coinvestment IV LLC, Saratoga Associates
IV LLC, Saratoga Management Company LLC, Christian L. Oberbeck, and
Richard A. Petrocelli (collectively, the Saratoga Group) is 535
Madison Avenue, 4th Floor, New York, NY 10022. The
business address for Mr. Cizik is Cizik Interests, 8839 Harness Creek
Lane, Houston, TX 77024. The business address for Mr. Bartolomei is
Deposition Sciences, Inc., 3300 Coffey Lane, Santa Rosa, CA 95403. The
business address for Mr. Schoolenberg is APL Engineered Materials
Inc., 2401 N. Willow Road, Urbana, IL 61801.(2)
    
    Shares beneficially owned by the Saratoga entities and Messrs.
Oberbeck and Petrocelli include 1,000 shares of Common Stock owned by
Saratoga and 151.94 shares of Common Stock which are owned by Messrs.
Hellman, Krishnan, Vespoli, Bartolomei and Schoolenberg, which are
held in a Voting Trust, of which Saratoga is the voting trustee. Each
of the shares in the voting trust is also shown as beneficially owned
by the respective individuals.
 45




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions
 CERTAIN TRANSACTIONS WITH DIRECTORS, OFFICERS AND SHAREHOLDERS
     46




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##### Table of Contents



Item 14. Principal Accounting Fees and Services
  Fiscal Year
    
    
    Fiscal YearCategory
    
    2005
    
    
    2004Audit Fees
    
    $
    345,000
    
    
    $
    442,000Audit-Related Fees
    
    
    20,000
    
    
    
    169,000Tax Fees
    
    
    97,000
    
    
    
    115,000
 Audit Fees
 Audit-Related Fees
 Tax Fees
 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Auditors
  47




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
  Report of Independent Registered Public Accounting FirmConsolidated Balance Sheets:Reorganized Company as of June 30, 2005 and 2004Consolidated Statements of Operations:Reorganized Company for the Year Ended June 30, 2005
and for the Six Months Ended June 30, 2004Predecessor Company for the Six Months Ended
December 31, 2003 and Year Ended June 30, 2003Consolidated Statements of Shareholders Equity:Reorganized Company for the Year Ended June 30, 2005
and for the Six Months Ended June 30, 2004Predecessor Company for the Six Months Ended
December 31, 2003 and Year Ended June 30, 2003Consolidated Statements of Cash Flows:Reorganized Company for the Year Ended June 30, 2005
and for the Six Months Ended June 30, 2004Predecessor Company for the Six Months Ended
December 31, 2003 and Year Ended June 30, 2003Notes to Consolidated Financial Statements
  (2)
    
    The following Financial Statement Schedules are included in Item 15(d):
  (3)
    
    List of Exhibits (Exhibits available upon request)
 PreviousFiling IfExhibit
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference2.1
    
    Venture Lighting International, Inc., et al. Fourth
Amended Chapter 11 Plan of Reorganization confirmed
December 8, 2003 effective December 10, 2003 (Form 8-K,
Exhibit 2.1)
    
    (9)3.1
    
    Third Amended and Restated Articles of Incorporation
filed November 12, 2004 (Form 10-Q, Exhibit 3.1)
    
    (13)
 48




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference3.2
    
    Amended and Restated Code of Regulations (Form 10-Q,
Exhibit 3.2)4.1
    
    Reference is made to Exhibit 2.1
    
    (13)9.1
    
    Voting Trust Agreement by and between Saratoga Lighting
Holdings LLC and certain shareholders of Advanced
Lighting Technologies, Inc. dated May 13, 2004 (Form
10-K, Exhibit 10.1.19)
    
    (12)9.2
    
    Voting Trust Agreement by and between Saratoga Lighting
Holdings LLC and certain shareholders of Advanced
Lighting Technologies, Inc. dated July 27, 2005 (Form
8-K, Exhibit 10.9)
    
    (14)10.1
    
    Management Contracts, Compensatory Plans and Arrangements10.1.1
    
    Loan Agreement dated as of October 8, 1998 between Advanced Lighting Technologies, Inc. and Wayne R. Hellman (Form 10-Q/A, Exhibit 10.1)
    
    (1)10.1.2
    
    Secured Promissory Note of Wayne R. Hellman dated as of October 8, 1998 in the amount of $9,000,000 to Advanced Lighting Technologies, Inc. (Form 10-Q/A, Exhibit 10.2)
    
    (1)10.1.3
    
    First Amendment to Loan Agreement, Secured Promissory Note and Security Agreement between Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated as of November 22, 2000 (Form 10-Q, Exhibit 10.1)
    
    (2)10.1.4
    
    Second Amendment to Loan Agreement, Secured Promissory Note and Security Agreement between Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated as of March 15, 2001 (Form 10-Q, Exhibit 10.1)
    
    (3)10.1.5
    
    Third Amendment to Loan Agreement, Secured Promissory Note and Security Agreement between Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated as of April 25, 2002 (Form 10-K, Exhibit 10.1.7)
    
    (5)10.1.6
    
    Fourth Amendment to Loan Agreement, Secured Promissory Note and Security Agreement between Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated January 5, 2004 (Form 10-Q, Exhibit 10.2)
    
    (11)10.1.7
    
    Fifth Amendment to Loan Agreement, Secured Promissory Note and Security Agreement between Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated February 19, 2004 (Form 10-Q, Exhibit 10.3)
    
    (11)
 49




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference10.1.8
    
    Deposition Sciences, Inc. 2001
Equity Incentive Plan (Form 10-Q, Exhibit 10.3)
    
    (3)10.1.9
    
    Management Rights Agreement between Saratoga Partners IV, L.P. and Advanced Lighting Technologies, Inc. dated March 22, 2004 (Form 10-Q, Exhibit 10.1)
    
    (11)10.1.10
    
    Settlement Agreement by and among Advanced Lighting Technologies, Inc., Wayne R. Hellman and Saratoga Lighting Holdings LLC dated January 5, 2004 (Form 10-Q, Exhibit 10.5)
    
    (11)10.1.11
    
    First Amendment to Settlement Agreement by and among Advanced Lighting Technologies, Inc., Wayne R. Hellman and Saratoga Lighting Holdings LLC dated February 19, 2004 (Form 10-Q, Exhibit 10.6)
    
    (11)10.1.12
    
    Settlement Agreement by and among
Advanced Lighting Technologies, Inc., Venture Lighting International,
Inc. Ruud Lighting, Inc., Alan J. Ruud, Susan Ruud, Theodore O. Sokoly, Christopher A. Ruud and Cynthia A. Johnson dated as of September 8, 2003 (Form 10-Q, Exhibit 10.4)
    
    (8)10.1.13
    
    Advanced Lighting Technologies, Inc.s 2003 Equity Incentive Plan adopted and effective December 18, 2003 (Form 10-Q, Exhibit 10.2)
    
    (10)10.1.14
    
    Employment Agreement between Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated December 10, 2003 (Form 10-Q, Exhibit 10.3)
    
    (10)10.1.15
    
    Employment Agreement between James Schoolenberg and Advanced Lighting Technologies, Inc. dated December 10, 2003 (Form 10-Q, Exhibit 10.4)
    
    (10)10.1.16
    
    Management Services Agreement between Saratoga Management Company, LLC and Advanced Lighting Technologies, Inc. dated December 10, 2003 (Form 10-Q, Exhibit 10.5)
    
    (10)10.1.17
    
    Common Stock Purchase Agreement between Robert Cizik and Advanced Lighting Technologies, Inc. dated May 25, 2004 (Form 10-K, Exhibit 10.1.17)
    
    (12)10.1.18
    
    Common and Preferred Stock Purchase Agreement between Robert Cizik and Advanced Lighting Technologies, Inc. dated May 25, 2004 (Form 10-K, Exhibit 10.1.18)
    
    (12)
 50




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference10.1.19
    
    Reorganization Plan, Lock-Up and Voting Agreement dated as of October 31, 2003 (Form 10-Q, Exhibit 10.5)
    
    (8)10.1.20
    
    Amendment to Employment Agreement between Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated November 12, 2004 (Form 10-Q, Exhibit 10.3)
    
    (13)10.1.21
    
    Advanced Lighting Technologies,
Inc.s 2005 Equity Incentive Plan adopted and effective July 27,
2005 (Form 8-K, Exhibit 10.1)
    
    (14)10.1.22
    
    Amended and Restated Employment Agreement between Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated July 27, 2005 (Form 8-K, Exhibit 10.2)
    
    (14)10.1.23
    
    Severance and Noncompetition Agreement between Advanced Lighting Technologies, Inc. and Sabu Krishnan dated July 27, 2005 (Form 8-K, Exhibit 10.3)
    
    (14)10.1.24
    
    Severance and Noncompetition Agreement between Advanced Lighting Technologies, Inc. and Wayne Vespoli dated July 27, 2005 (Form 8-K, Exhibit 10.4)
    
    (14)10.1.25
    
    Common Stock Purchase Agreement between Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated July 27, 2005 (Form 8-K, Exhibit 10.5)
    
    (14)10.1.26
    
    Common Stock Purchase Agreement between Sabu Krishnan and Advanced Lighting Technologies, Inc. dated July 27, 2005 (Form 8-K, Exhibit 10.6)
    
    (14)10.1.27
    
    Common Stock Purchase Agreement between Wayne J. Vespoli and Advanced Lighting Technologies, Inc. dated July 27, 2005 (Form 8-K, Exhibit 10.7)
    
    (14)10.1.28
    
    Common Stock Purchase Agreement between Wayne J. Vespoli and Advanced Lighting Technologies, Inc. dated July 27, 2005 [2003 Plan] (Form 8-K, Exhibit 10.8)
    
    (14)10.2
    
    Credit Facility Agreements10.2.1
    
    Post-Petition Credit Agreement among Advanced Lighting Technologies, Inc. and certain of its subsidiaries and PNC Bank, National Association, as Agent and Certain Financial Institutions Dated as of February 6, 2003 (Form 10-Q Exhibit 10.1)
    
    (6)
 51




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference10.2.2
    
    Loan and Security Agreement, dated June 30, 2003, by and among Advanced Lighting Technologies, Inc. and certain of its subsidiaries, as Borrowers, and Ableco Finance LLC, as Lender, and Wells Fargo Foothill, Inc., as Agent and Lender (Form 10-K, Exhibit 10.2.29)
    
    (7)10.2.3
    
    Consent and First Amendment to Loan
and Security Agreement, dated July 25, 2003, by and among Advanced Lighting Technologies, Inc. and certain of its subsidiaries, as Borrowers, and Ableco Finance LLC, as Lender, and Wells Fargo Foothill, Inc., as Agent and Lender (Form 10-Q, Exhibit 10.1)
    
    (8)10.2.4
    
    Second Amendment to Loan and Security Agreement, dated August 21, 2003, by and among Advanced Lighting Technologies, Inc. and certain of its subsidiaries, as Borrowers, and Ableco Finance LLC, as Lender, and Wells Fargo Foothill, Inc., as Agent and Lender (Form 10-Q, Exhibit 10.2)
    
    (8)10.2.5
    
    Third Amendment to Loan and Security Agreement, dated September 30, 2003, by and among Advanced Lighting Technologies, Inc. and certain of its  subsidiaries, as Borrowers, and Ableco Finance LLC, as Lender, and Wells Fargo Foothill, Inc., as Agent and Lender (Form 10-Q, Exhibit 10.3)
    
    (8)10.2.6
    
    Amended and Restated Loan and Security Agreement by and among Advanced Lighting Technologies, Inc. and certain of its subsidiaries, and Wells Fargo Foothill, Inc. dated December 10, 2003 (Form 10-Q, Exhibit 10.1)
    
    (10)10.2.7
    
    Amendment and Consent to the Amended and Restated Loan and Security Agreement by and among Advanced Lighting Technologies, Inc. and certain of its subsidiaries, and Wells Fargo Foothill, Inc. dated December 30, 2003 (Form 10-Q, Exhibit 10.4)
    
    (11)10.2.8
    
    Consent to Restructure and Amendment to the Amended and Restated Loan and Security Agreement by and among Advanced Lighting Technologies, Inc. and certain of its subsidiaries, and Wells Fargo Foothill, Inc. dated May 31, 2004 (Form 10-K, Exhibit 10.2.8)
    
    (12)
 52




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference10.2.9
    
    Amendment to the Amended and Restated Loan and Security Agreement by and among Advanced Lighting Technologies, Inc. and certain of its subsidiaries, and Wells Fargo Foothill, Inc. dated September 15, 2004 (Form 10-Q, Exhibit 10.1)
    
    (13)10.2.10
    
    Amendment to the Amended and Restated Loan and Security Agreement by and among Advanced Lighting Technologies, Inc. and certain of its subsidiaries, and Wells Fargo Foothill, Inc. dated October 25, 2004 (Form 10-Q, Exhibit 10.2)
    
    (13)10.2.11
    
    Amendment to the Amended and Restated Loan and Security Agreement by and among Advanced Lighting  Technologies, Inc. and certain of its subsidiaries, and Wells Fargo Foothill, Inc. dated September 22, 200510.3
    
    Lease Agreement by and between Macken Associates and
Deposition Sciences, Inc. dated March 2, 2001
    
    (4)10.4
    
    Agreement dated April 16, 2001 by and between Macken
Associates and Deposition Sciences, Inc. amending the
Lease Agreement by and between the same parties dated
March 2, 2001
    
    (4)10.5
    
    Second Amendment to Lease dated June 20, 2001 by and
between Macken Associates and Deposition Sciences, Inc.
amending the Lease Agreement by and between the same
parties dated March 2, 2001
    
    (4)10.6
    
    Option Agreement to Purchase Real Property dated March 2,
2001 by and between Macken Associates and Deposition
Sciences, Inc. with respect to the premises leased by the
second party from the first party pursuant to the Lease
Agreement by and between them dated March 2, 2001
    
    (4)10.7
    
    Agreement dated May 29, 2001 by and between Macken
Associates and Deposition Sciences, Inc. amending the
Option Agreement to Purchase Real Property by and between
the same parties dated March 2, 2001
    
    (4)10.8
    
    Third Amendment to Lease dated March 4, 2004 by and
between Macken Associates and Deposition Sciences, Inc.
amending the Lease Agreement by and between the same
parties dated March 2, 2001
    
    (12)
 53




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference10.9
    
    Second Amendment to Option Agreement to Purchase Real
Property dated March 4, 2004 by and between Macken
Associates and Deposition Sciences, Inc. amending the
Option Agreement to Purchase Real Property by and between
the same parties dated March 2, 2001
    
    (12)10.10
    
    Agreement between Advanced Lighting Technologies, Inc.
and its Subsidiaries and Brown, Gibbons, Lang & Company
dated as of February 5, 2003 (Form 10-Q Exhibit 10.2)
    
    (6)12
    
    Statement regarding Computation of Ratios14.1
    
    Code of Ethical Conduct for Chief Executive Officer and
Executive Officers including Senior Financial Officers,
approved by Board of Directors July 27, 2005
    
    (14)14.2
    
    Code of Conduct (General Section Only) approved by Board
of Directors July 27, 2005
    
    (14)21
    
    Subsidiaries of the Registrant as of June 30, 200531.1
    
    Rule 13a-14(a)/15d-14(a) Certification31.2
    
    Rule 13a-14(a)/15d-14(a) Certification32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 200232.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
 
 (1)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on Form
10-Q/A for the Quarterly Period ended December 31, 1998 filed March 15, 1999. (SEC
Accession No.: 0000950152-99-001926/ SEC File No.: 000-27202/SEC Film No.: 99565325)(2)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on Form
10-Q for the Quarterly Period ended December 31, 2000 filed February 14, 2001.(3)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on Form
10-Q for the Quarterly Period ended March 31, 2001 filed May 15, 2001.(4)
    
    Incorporated by reference to referenced Exhibit in Companys Annual Report on Form 10-K
for the Annual Period ended June 30, 2001 filed September 28, 2001.(5)
    
    Incorporated by reference to referenced Exhibit in Companys Annual Report on Form 10-K
for the Annual Period ended June 30, 2002 filed October 15, 2002 54




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##### Table of Contents



(6)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on Form
10-Q for the Quarterly Period ended March 31, 2003 filed June 4, 2003.(7)
    
    Incorporated by reference to referenced Exhibit in Companys Annual Report on Form 10-K
for the Annual Period ended June 30, 2003 filed October 14, 2003.(8)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on Form
10-Q for the Quarterly Period ended September 30, 2003 filed November 12, 2003.(9)
    
    Incorporated by reference to referenced Exhibit in Companys Current Report on Form 8-K
dated December 8, 2003 filed December 23, 2003.(10)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on Form
10-Q for the Quarterly Period ended December 31, 2003 filed March 18, 2004.(11)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on Form
10-Q for the Quarterly Period ended March 31, 2004 filed May 13, 2004.(12)
    
    Incorporated by reference to referenced Exhibit in Companys Annual Report on Form 10-K
for the Annual Period ended June 30, 2004 filed September 9, 2004.(13)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on Form
10-Q for the Quarterly Period ended September 30, 2004 filed November 12, 2004.(14)
    
    Incorporated by reference to referenced Exhibit in Companys Current Report on Form 8-K
dated July 27, 2005 filed August 2, 2005. (b)
    
    Reports on Form 8-K
  (c)
    
    Exhibits.
  (d)
    
    Financial Statement Schedules.
  55




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##### Table of Contents



SIGNATURES
  ADVANCED LIGHTING TECHNOLOGIES, INC.Date: September 28, 2005
    
    
    
    By:
    
    /s/ Wayne R. HellmanWayne R. Hellman
Chief Executive Officer
  SIGNATURE
    
    TITLE
    
    DATE/s/ Wayne R. Hellman
    
    Chief Executive Officer and Director
    
    September 28, 2005Wayne R. Hellman/s/ Sabu Krishnan
    
    Chief Operating Officer and Director
    
    September 28, 2005Sabu Krishnan/s/ Wayne Vespoli
    
    Executive Vice President and Treasurer
    
    September 28, 2005Wayne Vespoli/s/ Christopher F. Zerull
    
    Vice President and Chief Accounting Officer
    
    September 28, 2005Christopher F. Zerull/s/ Robert Cizik
    
    Non-Executive Chairman and Director
    
    September 28, 2005Robert Cizik/s/ Christian Oberbeck
    
    Director
    
    September 28, 2005Christian Oberbeck/s/ Richard Petrocelli
    
    Director
    
    September 28, 2005Richard Petrocelli
 56




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##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 EXHIBITS TO
 FORM 10-K
 FOR THE ANNUAL PERIOD ENDED JUNE 30, 2005
 ADVANCED LIGHTING TECHNOLOGIES, INC.




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##### Table of Contents



EXHIBIT INDEX
 PreviousFiling IfExhibit
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference2.1
    
    Venture Lighting International, Inc., et al. Fourth Amended Chapter 11 Plan of Reorganization confirmed
December 8, 2003 effective December 10, 2003 (Form 8-K, Exhibit 2.1)
    
    
    (9
    )3.1
    
    Third Amended and Restated Articles of Incorporation filed November 12, 2004 (Form 10-Q, Exhibit 3.1)
    
    
    (13
    )3.2
    
    Amended and Restated Code of Regulations (Form 10-Q, Exhibit 3.2)
    
    
    (13
    )4.1
    
    Reference is made to Exhibit 2.19.1
    
    Voting Trust Agreement by and between Saratoga Lighting Holdings LLC and certain shareholders of
Advanced Lighting Technologies, Inc. dated May 13, 2004 (Form 10-K, Exhibit 10.1.19)
    
    
    (12
    )9.2
    
    Voting Trust Agreement by and between Saratoga Lighting Holdings LLC and certain shareholders of
Advanced Lighting Technologies, Inc. dated July 27, 2005 (Form 8-K, Exhibit 10.9)
    
    
    (14
    )10.1
    
    Management Contracts, Compensatory Plans and Arrangements10.1.1
    
    Loan Agreement dated as of October 8, 1998 between Advanced Lighting Technologies, Inc.
and Wayne R. Hellman (Form 10-Q/A, Exhibit 10.1)
    
    
    (1
    )10.1.2
    
    Secured Promissory Note of Wayne R. Hellman dated as of October 8, 1998 in the amount of
$9,000,000 to Advanced Lighting Technologies, Inc. (Form 10-Q/A, Exhibit 10.2)
    
    
    (1
    )10.1.3
    
    First Amendment to Loan Agreement, Secured Promissory Note and Security Agreement between
Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated as of November 22, 2000
(Form 10-Q, Exhibit 10.1)
    
    
    (2
    )10.1.4
    
    Second Amendment to Loan Agreement, Secured Promissory Note and Security Agreement between
Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated as of March 15, 2001 (Form
10-Q, Exhibit 10.1)
    
    
    (3
    )10.1.5
    
    Third Amendment to Loan Agreement, Secured Promissory Note and Security Agreement between
Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated as of April 25, 2002 (Form
10-K, Exhibit 10.1.7)
    
    
    (5
    )




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference10.1.6
    
    
    Fourth Amendment to Loan Agreement, Secured Promissory Note and Security Agreement between
Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated January 5, 2004 (Form
10-Q, Exhibit 10.2)
    
    
    (11
    )10.1.7
    
    
    Fifth Amendment to Loan Agreement, Secured Promissory Note and Security Agreement between
Wayne R. Hellman and Advanced Lighting Technologies, Inc. dated February 19, 2004 (Form
10-Q, Exhibit 10.3)
    
    
    (11
    )10.1.8
    
    
    Deposition Sciences, Inc. 2001 Equity Incentive Plan
(Form 10-Q, Exhibit 10.3)
    
    
    (3
    )10.1.9
    
    
    Management Rights Agreement between Saratoga Partners IV, L.P. and Advanced Lighting
Technologies, Inc. dated March 22, 2004 (Form 10-Q, Exhibit 10.1)
    
    
    (11
    )10.1.10
    
    
    Settlement Agreement by and among Advanced Lighting Technologies, Inc., Wayne R. Hellman
and Saratoga Lighting Holdings LLC dated January 5, 2004 (Form 10-Q, Exhibit 10.5)
    
    
    (11
    )10.1.11
    
    
    First Amendment to Settlement Agreement by and among Advanced Lighting Technologies, Inc.,
Wayne R. Hellman and Saratoga Lighting Holdings LLC dated February 19, 2004 (Form 10-Q,
Exhibit 10.6)
    
    
    (11
    )10.1.12
    
    
    Settlement Agreement by and among Advanced Lighting Technologies, Inc., Venture Lighting
International, Inc. Ruud Lighting, Inc., Alan J. Ruud, Susan Ruud, Theodore O. Sokoly,
Christopher A. Ruud and Cynthia A. Johnson dated as of September 8, 2003 (Form 10-Q,
Exhibit 10.4)
    
    
    (8
    )10.1.13
    
    
    Advanced Lighting Technologies, Inc.s 2003 Equity Incentive Plan adopted and effective
December 18, 2003 (Form 10-Q, Exhibit 10.2)
    
    
    (10
    )10.1.14
    
    
    Employment Agreement between Wayne R. Hellman and Advanced Lighting Technologies, Inc.
dated December 10, 2003 (Form 10-Q, Exhibit 10.3)
    
    
    (10
    )10.1.15
    
    
    Employment Agreement between James Schoolenberg and Advanced Lighting Technologies, Inc.
dated December 10, 2003 (Form 10-Q, Exhibit 10.4)
    
    
    (10
    )




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference10.1.16
    
    
    Management Services Agreement between Saratoga Management Company, LLC and Advanced
Lighting Technologies, Inc. dated December 10, 2003 (Form 10-Q, Exhibit 10.5)
    
    
    (10
    )10.1.17
    
    
    Common Stock Purchase Agreement between Robert Cizik and Advanced Lighting Technologies,
Inc. dated May 25, 2004 (Form 10-K, Exhibit 10.1.17)
    
    
    (12
    )10.1.18
    
    
    Common and Preferred Stock Purchase Agreement between Robert Cizik and Advanced Lighting
Technologies, Inc. dated May 25, 2004 (Form 10-K, Exhibit 10.1.18)
    
    
    (12
    )10.1.19
    
    
    Reorganization Plan, Lock-Up and Voting Agreement dated as of October 31, 2003 (Form 10-Q,
Exhibit 10.5)
    
    
    (8
    )10.1.20
    
    
    Amendment to Employment Agreement between Wayne R. Hellman and Advanced Lighting Technologies,
Inc. dated November 12, 2004 (Form 10-Q, Exhibit 10.3)
    
    
    (13
    )10.1.21
    
    
    Advanced Lighting Technologies, Inc.s 2005 Equity Incentive Plan adopted and effective July
27, 2005 (Form 8-K, Exhibit 10.1)
    
    
    (14
    )10.1.22
    
    
    Amended and Restated Employment Agreement between Wayne R. Hellman and Advanced Lighting
Technologies, Inc. dated July 27, 2005 (Form 8-K, Exhibit 10.2)
    
    
    (14
    )10.1.23
    
    
    Severance and Noncompetition Agreement between Advanced Lighting Technologies, Inc. and
Sabu Krishnan dated July 27, 2005 (Form 8-K, Exhibit 10.3)
    
    
    (14
    )10.1.24
    
    
    Severance and Noncompetition Agreement between Advanced Lighting Technologies, Inc. and
Wayne Vespoli dated July 27, 2005 (Form 8-K, Exhibit 10.4)
    
    
    (14
    )10.1.25
    
    
    Common Stock Purchase Agreement between Wayne R. Hellman and Advanced Lighting Technologies,
Inc. dated July 27, 2005 (Form 8-K, Exhibit 10.5)
    
    
    (14
    )10.1.26
    
    
    Common Stock Purchase Agreement between Sabu Krishnan and Advanced Lighting Technologies, Inc.
dated July 27, 2005 (Form 8-K, Exhibit 10.6)
    
    
    (14
    )10.1.27
    
    
    Common Stock Purchase Agreement between Wayne J. Vespoli and Advanced Lighting Technologies,
Inc. dated July 27, 2005 (Form 8-K, Exhibit 10.7)
    
    
    (14
    )




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    
    
    
    
    IncorporatedNumber
    
    

    Description
    
    by Reference10.1.28
    
    
    Common Stock Purchase Agreement between Wayne J. Vespoli and Advanced Lighting Technologies,
Inc. dated July 27, 2005 [2003 Plan] (Form 8-K, Exhibit 10.8)
    
    
    (14
    )10.2
    
    Credit Facility Agreements10.2.1
    
    
    Post-Petition Credit Agreement among Advanced Lighting Technologies, Inc. and certain of
its subsidiaries and PNC Bank, National Association, as Agent and Certain Financial
Institutions Dated as of February 6, 2003 (Form 10-Q Exhibit 10.1)
    
    
    (6
    )10.2.2
    
    
    Loan and Security Agreement, dated June 30, 2003, by and among Advanced Lighting
Technologies, Inc. and certain of its subsidiaries, as Borrowers, and Ableco Finance LLC,
as Lender, and Wells Fargo Foothill, Inc., as Agent and Lender (Form 10-K, Exhibit 10.2.29)
    
    
    (7
    )10.2.3
    
    
    Consent and First Amendment to Loan and Security Agreement, dated July 25, 2003, by and
among Advanced Lighting Technologies, Inc. and certain of its subsidiaries, as Borrowers,
and Ableco Finance LLC, as Lender, and Wells Fargo Foothill, Inc., as Agent and Lender
(Form 10-Q, Exhibit 10.1)
    
    
    (8
    )10.2.4
    
    
    Second Amendment to Loan and Security Agreement, dated August 21, 2003, by and among
Advanced Lighting Technologies, Inc. and certain of its subsidiaries, as Borrowers, and
Ableco Finance LLC, as Lender, and Wells Fargo Foothill, Inc., as Agent and Lender (Form
10-Q, Exhibit 10.2)
    
    
    (8
    )10.2.5
    
    
    Third Amendment to Loan and Security Agreement, dated September 30, 2003, by and among
Advanced Lighting Technologies, Inc. and certain of its subsidiaries, as Borrowers, and
Ableco Finance LLC, as Lender, and Wells Fargo Foothill, Inc., as Agent and Lender (Form
10-Q, Exhibit 10.3)
    
    
    (8
    )10.2.6
    
    
    Amended and Restated Loan and Security Agreement by and among Advanced Lighting
Technologies, Inc. and certain of its subsidiaries, and Wells Fargo Foothill, Inc. dated
December 10, 2003 (Form 10-Q, Exhibit 10.1)
    
    
    (10
    )




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference10.2.7
    
    Amendment and Consent to the Amended and Restated Loan and Security Agreement by and among
Advanced Lighting Technologies, Inc. and certain of its subsidiaries, and Wells Fargo
Foothill, Inc. dated December 30, 2003 (Form 10-Q, Exhibit 10.4)
    
    
    (11
    )10.2.8
    
    Consent to Restructure and Amendment to the Amended and Restated Loan and Security
Agreement by and among Advanced Lighting Technologies, Inc. and certain of its
subsidiaries, and Wells Fargo Foothill, Inc. dated May 31, 2004 (Form 10-K, Exhibit 10.2.8)
    
    
    (12
    )10.2.9
    
    Amendment to the Amended and Restated Loan and Security Agreement by and among Advanced
Lighting Technologies, Inc. and certain of its subsidiaries, and Wells Fargo Foothill, Inc.
dated September 15, 2004 (Form 10-Q, Exhibit 10.1)
    
    
    (13
    )10.2.10
    
    Amendment to the Amended and Restated Loan and Security Agreement by and among Advanced
Lighting Technologies, Inc. and certain of its subsidiaries, and Wells Fargo Foothill, Inc.
dated October 25, 2004 (Form 10-Q, Exhibit 10.2)
    
    
    (13
    )10.2.11
    
    Amendment to the Amended and Restated Loan and Security Agreement by and among Advanced
Lighting Technologies, Inc. and certain of its subsidiaries, and Wells Fargo Foothill, Inc.
dated September 22, 200510.3
    
    Lease Agreement by and between Macken Associates and Deposition Sciences, Inc. dated March 2, 2001
    
    
    (4
    )10.4
    
    Agreement dated April 16, 2001 by and between Macken Associates and Deposition Sciences, Inc. amending
the Lease Agreement by and between the same parties dated March 2, 2001
    
    
    (4
    )10.5
    
    Second Amendment to Lease dated June 20, 2001 by and between Macken Associates and Deposition Sciences,
Inc. amending the Lease Agreement by and between the same parties dated March 2, 2001
    
    
    (4
    )10.6
    
    Option Agreement to Purchase Real Property dated March 2, 2001 by and between Macken Associates and
Deposition Sciences, Inc. with respect to the premises leased by the second party from the first party
pursuant to the Lease Agreement by and between them dated March 2, 2001
    
    
    (4
    )




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##### Table of Contents



PreviousFiling IfExhibit
    
    
    
    IncorporatedNumber
    
    Description
    
    by Reference10.7
    
    Agreement dated May 29, 2001 by and between Macken Associates and Deposition Sciences, Inc. amending
the Option Agreement to Purchase Real Property by and between the same parties dated March 2, 2001
    
    
    (4
    )10.8
    
    Third Amendment to Lease dated March 4, 2004 by and between Macken Associates and Deposition Sciences,
Inc. amending the Lease Agreement by and between the same parties dated March 2, 2001
    
    
    (12
    )10.9
    
    Second Amendment to Option Agreement to Purchase Real Property dated March 4, 2004 by and between
Macken Associates and Deposition Sciences, Inc. amending the Option Agreement to Purchase Real Property
by and between the same parties dated March 2, 2001
    
    
    (12
    )10.10
    
    Agreement between Advanced Lighting Technologies, Inc. and its Subsidiaries and Brown, Gibbons, Lang &
Company dated as of February 5, 2003 (Form 10-Q Exhibit 10.2)
    
    
    (6
    )12
    
    Statement regarding Computation of Ratios14.1
    
    Code of Ethical Conduct for Chief Executive Officer and Executive Officers including Senior Financial
Officers, approved by Board of Directors July 27, 2005
    
    
    (14
    )14.2
    
    Code of Conduct (General Section Only) approved by Board of Directors July 27, 2005
    
    
    (14
    )21
    
    Subsidiaries of the Registrant as of June 30, 200531.1
    
    Rule 13a-14(a)/15d-14(a) Certification31.2
    
    Rule 13a-14(a)/15d-14(a) Certification32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 (1)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on
Form 10-Q/A for the Quarterly Period ended December 31, 1998 filed March 15, 1999. (SEC
Accession No.: 0000950152-99-001926/SEC File No.:000-27202/SEC Film No.:99565325)(2)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on
Form 10-Q for the Quarterly Period ended December 31, 2000 filed February 14, 2001.




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##### Table of Contents



(3)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on
Form 10-Q for the Quarterly Period ended March 31, 2001 filed May 15, 2001.(4)
    
    Incorporated by reference to referenced Exhibit in Companys Annual Report on Form
10-K for the Annual Period ended June 30, 2001 filed September 28, 2001.(5)
    
    Incorporated by reference to referenced Exhibit in Companys Annual Report on Form
10-K for the Annual Period ended June 30, 2002 filed October 15, 2002(6)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on
Form 10-Q for the Quarterly Period ended March 31, 2003 filed June 4, 2003.(7)
    
    Incorporated by reference to referenced Exhibit in Companys Annual Report on Form
10-K for the Annual Period ended June 30, 2003 filed October 14, 2003.(8)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on
Form 10-Q for the Quarterly Period ended September 30, 2003 filed November 12, 2003.(9)
    
    Incorporated by reference to referenced Exhibit in Companys Current Report on
Form 8-K dated December 8, 2003 filed December 23, 2003.(10)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on
Form 10-Q for the Quarterly Period ended December 31, 2003 filed March 18, 2004.(11)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report on
Form 10-Q for the Quarterly Period ended March 31, 2004 filed May 13, 2004.(12)
    
    Incorporated by reference to referenced Exhibit in Companys Annual Report on
Form 10-K for the Annual Period ended June 30, 2004 filed September 9, 2004.(13)
    
    Incorporated by reference to referenced Exhibit in Companys Quarterly Report
on Form 10-Q for the Quarterly Period ended September 30, 2004 filed November 12, 2004.(14)
    
    Incorporated by reference to referenced Exhibit in Companys Current Report on
Form 8-K dated July 27, 2005 filed August 2, 2005.