UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2004

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 0-27202

ADVANCED LIGHTING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Ohio		34-1803229

(State or other jurisdiction of 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

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

There were 1,131 shares of the Registrant’s Common Stock, $.001 par value per share, outstanding as of December 31, 2004.

INDEX

Advanced Lighting Technologies, Inc.


	Page No.
Part I Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets –
Reorganized Company as of December 31 and June 30, 2004		2
Condensed Consolidated Statements of Operations –
Reorganized Company for the Three Months Ended December 31, 2004		4
Reorganized Company for the Six Months Ended December 31, 2004		4
Predecessor Company for the Three Months Ended December 31, 2003		4
Predecessor Company for the Six Months Ended December 31, 2003		4
Condensed Consolidated Statement of Shareholders’ Equity –
Reorganized Company for the Six Months Ended December 31, 2004		5
Condensed Consolidated Statements of Cash Flows –
Reorganized Company for the Six Months Ended December 31, 2004		6
Predecessor Company for the Six Months Ended December 31, 2003		6
Notes to Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3. Quantitative and Qualitative Disclosures about Market Risk		22
Item 4. Controls and Procedures		22
Part II Other Information
Item 1. Legal Proceedings		23
Item 6. Exhibits and Reports on Form 8-K		23
Signatures		25
EX-12 Statement re: Computation of Ratio of Earnings to Fixed Charges
EX-31.1 Rule 13a-14(a)/15d-14(a) Certification
EX-31.2 Rule 13a-14(a)/15d-14(a) Certification
EX-32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Advanced Lighting Technologies, Inc.
Condensed Consolidated Balance Sheets of Reorganized Company
(in thousands, except per share amounts)


	(Unaudited)		(Audited)
	December 31,		June 30,
	2004		2004
Assets
Current assets:
Cash and cash equivalents	$	2,296	$	4,701
Trade receivables, less allowances of $900 and $706		29,575		29,787
Inventories:
Finished goods		15,822		16,105
Raw materials and work-in-process		12,393		9,073

		28,215		25,178
Prepaid expenses		2,210		1,552

Total current assets		62,296		61,218

Property, plant and equipment:
Land and buildings		18,638		18,165
Machinery and equipment		29,761		29,100
Furniture and fixtures		2,240		1,880

		50,639		49,145
Less accumulated depreciation		4,319		2,118

		46,320		47,027

Receivables from related parties		3,020		4,282
Investments in affiliates		2,201		2,360
Other assets		5,146		3,849
Intangible assets, net		24,543		24,810
Goodwill		50,561		50,561

	$	194,087	$	194,107

See Notes to Condensed Consolidated Financial Statements, including
Basis of Presentation describing the Reorganized Company.

Advanced Lighting Technologies, Inc.
Condensed Consolidated Balance Sheets of Reorganized Company
(in thousands, except per share amounts)


	(Unaudited)		(Audited)
	December 31,		June 30,
	2004		2004
Liabilities and shareholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	3,299	$	4,184
Accounts payable		9,341		10,755
Payables to related parties		1,358		2,973
Employee-related liabilities		4,732		6,197
Accrued income and other taxes		1,538		1,414
Other accrued expenses and liabilities		11,449		9,216

Total current liabilities		31,717		34,739

Long-term debt		125,328		126,679
Deferred tax liabilities		812		700

Total liabilities		157,857		162,118

Minority interest		1,816		1,477
Preferred stock, $.001 par value, 239 shares authorized; 29 Series A shares issued and outstanding		29,338		29,338

Common shareholders’ equity
Common stock, $.001 par value, 80,000 shares authorized; 1 share issued and outstanding		1		1
Paid-in-capital		1,130		1,130
Accumulated other comprehensive income (loss)		1,023		(216	)
Retained earnings		2,922		259

Total common shareholders’ equity		5,076		1,174

	$	194,087	$	194,107

See Notes to Condensed Consolidated Financial Statements, including
Basis of Presentation describing the Reorganized Company.

Advanced Lighting Technologies, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands)


	Reorganized Company						Predecessor Company
	Quarter			Six Months			Quarter			Six Months
	Ended			Ended			Ended			Ended
	December 31,			December 31,			December 31,			December 31,
	2004			2004			2003			2003
Net sales	$	41,122		$	79,700		$	37,678		$	70,510

Costs and expenses:
Cost of sales		24,339			46,943			23,182			43,361
Marketing and selling		5,947			11,842			6,010			11,311
Research and development		1,570			3,112			1,709			3,095
General and administrative		3,603			7,474			3,119			6,208
Amortization of intangible assets		248			489			89			177

Income from operations		5,415			9,840			3,569			6,358

Other income (expense):
Interest expense		(3,469	)		(6,892	)		(4,039	)		(7,459	)
Interest income		104			197			105			188
Income (Loss) from investments		3			489			(13	)		3
Gain on restructuring		—			—			1,184			1,184
Write-off of deferred loan costs		—			—			(2,251	)		(2,251	)
Reorganization expenses		—			—			(5,635	)		(11,258	)

Income (loss) before income taxes and minority interest		2,053			3,634			(7,080	)		(13,235	)
Income tax expense		259			632			272			360

Income (loss) before minority interest		1,794			3,002			(7,352	)		(13,595	)
Minority interest in income of consolidated subsidiary		(188	)		(339	)		(122	)		(251	)

Net income (loss)	$	1,606		$	2,663		$	(7,474	)	$	(13,846	)

See Notes to Condensed Consolidated Financial Statements, including Basis of
Presentation describing the Reorganized Company and Predecessor Company.

Advanced Lighting Technologies, Inc.
Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)
Six Months Ended December 31, 2004
(in thousands)


									Accumulated
									Other					Common
	Preferred		Common Stock				Paid-In		Comprehensive			Retained		Shareholders'
	Stock		Shares		Par Value		Capital		Income (Loss)			Earnings		Equity		Total

Balance at June 30, 2004	$	29,338		1	$	1	$	1,130	$	(216	)	$	259	$	1,174	$	30,512

Net income — reorganized company		—		—		—		—		—			2,663		2,663		2,663

Foreign currency translation adjustment		—		—		—		—		1,239			—		1,239		1,239


Balance at December 31, 2004	$	29,338		1	$	1	$	1,130	$	1,023		$	2,922	$	5,076	$	34,414

See Notes to Condensed Consolidated Financial Statements, including
Basis of Presentation describing the Reorganized Company.

Advanced Lighting Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)


	Reorganized			Predecessor
	Company			Company
	Six Months			Six Months
	Ended			Ended
	December 31,			December 31,
	2004			2003
Operating activities
Net income (loss)	$	2,663		$	(13,846	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		2,210			3,412
Amortization		489			177
Provision for doubtful accounts		166			381
Loss (income) from investments		(489	)		(3	)
Gain on restructuring		—			(1,184	)
Write-off of deferred loan costs		—			2,251
Reorganization expenses in excess of (less than) cash payments of reorganization expenses		(1,842	)		2,968
Old Senior Note interest accrued but not paid		—			4,000
Changes in current assets and liabilities and other		(1,753	)		6,032

Net cash provided by operating activities		1,444			4,188

Investing activities
Capital expenditures		(2,063	)		(1,799	)
Investment in affiliate		—			(592	)
Proceeds from sale of investment		450			—

Net cash used in investing activities		(1,613	)		(2,391	)

Financing activities
Net borrowings under revolving credit loan		642			—
Net borrowings (payments) under debtor in possession facility		—			(25,141	)
Proceeds from long-term debt		—			11,000
Payments of long-term debt and capital leases		(2,878	)		(1,522	)
Investment by Saratoga Lighting Holdings, LLC		—			18,000
Officer loan repayment		—			1,334

Net cash provided by (used in) financing activities		(2,236	)		3,671

Increase (decrease) in cash and cash equivalents		(2,405	)		5,468
Cash and cash equivalents, beginning of period		4,701			4,167

Cash and cash equivalents, end of period	$	2,296		$	9,635


Supplemental cash flow information
Interest paid	$	7,034		$	1,200
Income taxes paid		188			159
Capitalized interest		13			37

See Notes to Condensed Consolidated Financial Statements, including Basis of
Presentation describing the Reorganized Company and Predecessor Company.

Advanced Lighting Technologies, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
December 31, 2004
(Dollars in thousands)

A. Organization

Advanced Lighting Technologies, Inc. (the “Company” or “ADLT”) is an innovation-driven designer, manufacturer and marketer focused on metal halide lighting products, including materials, system components, systems and equipment.

B. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements include all material adjustments necessary for a fair presentation, including adjustments of a normal and recurring nature as well as adjustments related to the Company’s emergence from bankruptcy. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2004.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates.

On December 10, 2003, Advanced Lighting Technologies, Inc. and six of its United States subsidiaries, (collectively, the “Debtors”), completed their previously announced financial restructuring when their Fourth Amended Chapter 11 Plan of Reorganization (the “Final Plan”) under the U.S. Bankruptcy Code (the “Bankruptcy Code”) became effective and was substantially consummated. ADLT’s non-U.S. operating subsidiaries and Deposition Sciences, Inc., a U.S. subsidiary, were not a part of the proceedings under the Bankruptcy Code. The Company’s emergence from Chapter 11 bankruptcy proceedings resulted in a new reporting entity and the adoption of fresh start accounting in accordance with Statement of Position No. 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code. Also, as encouraged under SEC Staff Accounting Bulletin No. 54, Push Down Basis of Accounting Required in Certain Limited Circumstances, the Company has reflected an additional adjustment to establish a new basis for its assets and liabilities based on the amount paid by Saratoga Lighting Holdings, LLC (“Saratoga”) for its ownership. For financial reporting purposes, the Company used an effective date of December 31, 2003. References in these financial statements to “Predecessor Company” refer to the Company prior to December 31, 2003. References to “Reorganized Company” refer to the Company on and after December 31, 2003, after giving effect to the issuance of new securities in exchange for the previously outstanding securities in accordance with the Final Plan, the additional investment in the Company by Saratoga, and the implementation of fresh start and push down accounting.

Advanced Lighting Technologies, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
December 31, 2004
(Dollars in thousands)

B. Basis of Presentation (continued)

A black line has been drawn between the results of operations and statements of cash flows to distinguish between the Reorganized Company and the Predecessor Company. The results of operations and statements of cash flows for the Reorganized Company and Predecessor Company are not considered comparable in all respects.

Reporting Periods

The Company’s subsidiaries have fiscal years that end on the Sunday closest to June 30 and fiscal quarters that end on the Sunday closest to the respective calendar quarter end. As a result, the first six months of fiscal 2005 consisted of 27 weeks as compared to the first six months of fiscal 2004 that consisted of 26 weeks. The three month periods ended December 31, 2004 and 2003 contained 13 weeks each.

Income Taxes

Actual income tax expense for the three month interim periods differ from the amounts computed by applying the U.S. Federal income tax rate of 35% to the income (loss) before income taxes because under FAS No. 109, Accounting for Income Taxes, the tax benefit related to the U.S. loss for these interim periods was required to be reserved in a valuation allowance due to the uncertainty regarding the ultimate realization of the tax benefit of such losses. The income tax expense recognized for the interim periods relates to income taxes on certain foreign subsidiaries’ income.

C. Comprehensive Income (Loss)

For the quarters ended December 31, 2004 and 2003, the Company’s comprehensive income (loss) was $2,510 and $(6,341), respectively. For the six months ended December 31, 2004 and 2003, the Company’s comprehensive income (loss) was $3,902 and $(12,487), respectively. These amounts include the period’s net income (loss) and the Company’s other component of comprehensive income, foreign currency translation adjustments.

Advanced Lighting Technologies, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
December 31, 2004
(Dollars in thousands)

D. Financing Facilities

The Company’s Bank Credit Facility is a $30,000 facility that consists of a term loan that requires monthly principal payments of $183 ($8,800 outstanding at December 31, 2004) with a revolving credit loan, subject to availability, making up the remainder of the facility. Availability of borrowings under the revolving credit loan is determined by the Company’s eligible account receivables and inventories. The amount outstanding under the revolving credit loan was $642 at December 31, 2004. Interest rates on the revolving credit loan are based on Libor plus 2.75% or Prime plus .75% (6.00% at December 31, 2004). Interest rates on the term loan are based on Libor plus 3.50% or Prime plus 1.50% (6.75% at December 31, 2004). The final maturity of the Bank Credit Facility is December 10, 2008. The revolving credit loan amount at December 31, 2004 has been classified as a current liability in accordance with the provisions of Emerging Issues Task Force Issue No. 95-22, Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements that include Both a Subjective Acceleration Clause and a Lock-box Arrangement.

The Bank Credit Facility includes affirmative and negative covenants customary for this type of agreement, prohibits cash dividends and includes financial covenants relating to Minimum Adjusted EBITDA and Capital Expenditures. The principal security for the Bank Credit Facility is substantially all of the personal property of the Company and each of its North American and United Kingdom subsidiaries. The term loan is secured by substantially all of the Company’s machinery and equipment in North America and the United Kingdom and the Company’s facility in Urbana, Illinois, and is cross-collateralized and secured with the revolving credit loan.

On December 10, 2003, in connection with the Company’s emergence from bankruptcy proceedings, the Company’s Old 8% Senior Notes were cancelled and, in exchange for such Old Senior Notes, the Company issued $114,400 of 11% Senior Notes due March 2009 (“New Notes”). The aggregate principal amount of the New Notes is equal to the aggregate principal amount of the Company’s Old Senior Notes, plus interest which would have accrued and been unpaid through December 31, 2003. The New Notes are redeemable at the Company’s option, in whole or in part, at any time at a redemption price equal to the principal amount of the New Notes plus accrued interest. Interest on the New Notes is payable semi-annually on March 31 and September 30.

The Indenture for the New Notes contains covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries (as defined therein) to incur indebtedness, pay dividends, prepay subordinated indebtedness, repurchase capital stock, make investments, create liens, engage in transactions with stockholders and affiliates, sell assets and, with respect to the Company, engage in mergers and consolidations. There are no sinking fund requirements.

Advanced Lighting Technologies, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
December 31, 2004
(Dollars in thousands)

E. Saratoga Investment

Saratoga received, in exchange for cancellation of its holdings of the Predecessor Company’s Common Stock and Old Preferred Stock, and an $18,000 cash investment, new redeemable preferred stock (the “Series A Preferred”) of the Reorganized Company, with an initial liquidation preference of $29,000, and approximately 91% of the common stock of the Reorganized Company (on a diluted basis, assuming issuance of common stock of the Reorganized Company to its senior management pursuant to the new management incentive plan). Under the management incentive plan, shares equal to approximately 9% of the common stock of the Reorganized Company have been issued.

The Series A Preferred has a liquidation preference of $1 per share, plus dividends at the rate of 8% per annum, when and if declared. The cumulative undeclared dividends were $2,489 as of December 31, 2004. The initial carrying amount of the Series A Preferred was set at $29,000, the estimated fair value at the date of issuance. The Holder of the Series A Preferred may, by notice, require the Company to redeem the outstanding Series A Preferred within 21 days following the occurrence of certain corporate events. The Company may redeem the Series A Preferred in whole, but not in part, at any time. The redemption price for the Series A Preferred is equal to the liquidation preference amount for such shares. The Series A Preferred shares are each entitled to one vote on each matter presented to shareholders of the Company, as well as one vote on each matter required to be voted upon by the Series A Preferred as a class. As a consequence, the Series A Preferred represents approximately 96.3% of the voting power of the Company at December 31, 2004. As of December 31, 2004, Saratoga held 98.5% of the voting power of the Company.

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

(Dollars in thousands)

This report on Form 10-Q may contain forward-looking statements that involve risks and uncertainties. On February 5, 2003, the Company and six of its United States subsidiaries (the “Debtors”), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. Effective December 10, 2003, the Debtors emerged from bankruptcy protection pursuant to the Bankruptcy Court’s confirmation of the Debtors’ Fourth Amended Chapter 11 Plan of Reorganization (the “Plan”). The operation of the Company and its subsidiaries following emergence from bankruptcy court protection involves risks and uncertainties, including the strength of the recovery of the U.S. economy, trends affecting the Company’s financial condition or results of operations, continued growth of the metal halide lighting market, the Company’s operating strategy and growth strategy, potential acquisitions or joint ventures by the Company, litigation affecting the Company, the timely development and market acceptance of new products, the ability to provide adequate incentives to retain and attract key employees, the impact of competitive products and pricing, and other risks which are detailed in the Company’s Form 10-K for the fiscal year ended June 30, 2004. For this purpose, any statement contained herein that is not a statement of historical fact may be deemed to be a forward-looking statement. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. The Company’s actual results may differ materially from those indicated by such forward-looking statements based on the factors outlined above.

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

General

The Company is an innovation-driven designer, manufacturer and marketer focused on metal halide lighting products, including materials, system components, systems and equipment. Metal halide lighting is currently used primarily in commercial and industrial applications such as factories and distribution centers, outdoor site and landscape lighting, sports facilities and large retail spaces such as superstores. Systems, components and materials revenue is recognized when products are shipped, and equipment revenue is recognized under the percentage of completion method.

Consistent with the Company’s strategy for new product introductions, the Company invests substantial resources in research and development to engineer materials and system components to be included in customers’ specialized systems. Such expenditures have enabled the Company to develop new applications for metal halide lighting, improve the quality of its materials, and introduce new specialized products, such as the Uni-Form® pulse start products. Uni-Form® pulse start products are a new generation of metal halide components and systems which permit (a) increased light output with lower power utilization, (b) faster starting, (c) a quicker restart of lamps which have been recently turned off, and (d) better color uniformity. The Company expects to continue to make substantial expenditures on research and development to enhance its position as the leading innovator in the metal halide lighting industry.

Results of Operations

The Company’s emergence from Chapter 11 bankruptcy proceedings resulted in a new reporting entity and adoption of fresh start accounting in accordance with Statement of Position No. 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code. For financial reporting purposes, the Company used an effective date of December 31, 2003. References to “Predecessor Company” refer to the Company prior to December 31, 2003. References to “Reorganized Company” refer to the Company on and after December 31, 2003. A black line has been drawn between the results of operations noted below to distinguish between the Reorganized Company and the Predecessor Company. The results of operations for the Reorganized Company and Predecessor Company are not considered comparable in all respects.

The following table sets forth, as a percentage of net sales, certain items in the Company’s Condensed Consolidated Statements of Operations for the three months ended December 31, 2004 and 2003:


	Reorganized Company					Predecessor Company
	Three Months Ended					Three Months Ended
	December 31, 2004					December 31, 2003
Net sales	$	41,122		100.0	%	$	37,678		100.0	%

Costs and expenses:
Cost of sales		24,339		59.2			23,182		61.5
Marketing and selling		5,947		14.5			6,010		16.0
Research and development		1,570		3.8			1,709		4.4
General and administrative		3,603		8.7			3,119		8.8
Amortization of intangible assets		248		0.6			89		0.3

Income from operations		5,415		13.2			3,569		9.0

Other income (expense):
Interest expense		(3,469	)	(8.4	)		(4,039	)	(10.6	)
Interest income		104		0.2			105		0.3
Income from investments		3		—			(13	)	—
Gain on restructuring		—		—			1,184		1.7
Write-off of deferred loan costs		—		—			(2,251	)	(3.2	)
Reorganization expenses		—		—			(5,635	)	(16.0	)

Income (loss) before income taxes and minority interest		2,053		5.0			(7,080	)	(18.8	)
Income tax expense		259		0.6			272		0.5

Income (loss) before minority interest		1,794		4.4			(7,352	)	(19.3	)
Minority interest in income of consolidated subsidiary		(188	)	(0.5	)		(122	)	(0.3	)

Net income (loss)	$	1,606		3.9	%	$	(7,474	)	(19.6	)%

Factors that have affected the results of operations for the second quarter of fiscal 2005 as compared to the second quarter of fiscal 2004 are discussed below.

Net Sales. Net sales increased 9.1% to $41,122 in the second quarter of fiscal 2005 from $37,678 in the second quarter of fiscal 2004. Second quarter metal halide product sales increased 12% to $31,616 compared with $28,154 in the same period last year. This increase in metal halide product sales is primarily the result of an increase in lamp and material sales. Sales of APL materials increased 5% over the same quarter a year ago. Geographically, these materials sales decreased 15% in the U.S. and increase 17% outside the U.S. Non-metal halide lighting product sales decreased 27% over the year ago period due primarily to a decrease in power supply sales.

Total lighting product sales inside the U.S. increased 5% in the second quarter of fiscal 2005 as compared to the same period a year ago due to a 12% increase in lamp sales offset by a decrease in U.S materials and power supplies sales. Total lighting product sales outside the U.S. increased 5% as compared to the year ago period due to increases in lamp and material sales offset by a decrease in non-metal halide power supply sales.

Pricing in the metal halide lighting business is competitive, and prices for the Company’s products have remained flat or declined slightly. The introduction of new products has helped to stabilize the Company’s product pricing.

Cost of Sales. Cost of sales increased 5.0% to $24,339 in the second quarter of fiscal 2005 from $23,182 in the second quarter of fiscal 2004. As a percentage of net sales, cost of sales decreased to 59.2% in the second quarter of fiscal 2005 from 61.5% in the second quarter of fiscal 2004. The reduction in cost of sales as a percentage of sales is due to the transfer of lamp and power supply production to India, improvements in cost management, an improvement in the product mix (more lamp and material sales and less power supply sales), and a reduction in depreciation expense of $532 related primarily to the effects of the application of fresh-start accounting principles.

Marketing and Selling Expenses. Marketing and selling expenses decreased 1.0% to $5,947 in the second quarter of fiscal 2005 from $6,010 in the second quarter of fiscal 2004. As a percentage of net sales, marketing and selling expenses decreased to 14.5% in the second quarter of fiscal 2005 from 16.0% in the second quarter of fiscal 2004. This decrease resulted from the significant increase in sales that occurred while marketing and sales expenses were held relatively constant.

Research and Development Expenses. Research and development expenses decreased 8.1% in the second quarter of fiscal 2005 to $1,570 from $1,709 in the second quarter of fiscal 2004. Research and development expenses incurred related to: (i) expansion of the product line and continued improvement in lamp technology including the line of Uni-Form® pulse start lamps (with improved energy efficiency, quicker starting and restarting and a more compact arc source, which improves the light and reduces material costs) intended to replace many first generation metal halide lamps in industrial and commercial applications; (ii) continual development of new materials for the world’s major lighting manufacturers; (iii) development and testing of electronic and electromagnetic power supply systems; and, (iv) improvement of coating processes of optical thin-films to broaden the applications and development of new thin-film materials, and using coatings to develop improvements to lighting technologies. The Company expects to continue to make substantial expenditures on research and development to enhance its position as the leading innovator in the metal halide lighting industry.

General and Administrative Expenses. General and administrative expenses increased 15.5% to $3,603 in the second quarter of fiscal 2005 from $3,119 in the second quarter of fiscal 2004. The increase in general and administrative expenses was due to an increase in bonus expense of $786, including $507 for the CEO retention bonus, offset by reductions in corporate overhead costs. The after-tax amount of the

CEO retention bonus, approximately $286, is scheduled to be applied against the Company’s receivable from the CEO in July 2005.

Amortization of Intangible Assets. Amortization expense increased to $248 in the second quarter of fiscal 2005 from $89 in the second quarter of fiscal 2004. The increase was due to the amortization of identifiable intangibles established in accordance with the provisions of fresh-start accounting.

Income from Operations. As a result of the items noted above, the Company realized income from operations in the second quarter of fiscal 2005 of $5,415 as compared to income from operations of $3,569 in the year ago period.

Interest Expense. Interest expense decreased to $3,469 in the second quarter of fiscal 2005 from $4,039 in the second quarter of fiscal 2004. Interest expense in the second quarter of fiscal 2004 included $1,302 of amortization and write-off of deferred loan costs related to the Company’s Debtor-in-Possession Bank Facility and Old Senior Notes. Amortization of deferred loan costs totaled $47 in the second quarter of fiscal 2005. The remainder of the difference in interest expense is primarily due to the increase in the interest rate on the Company’s New Senior Notes to 11% from 8% for the Old Senior Notes.

Income (Loss) from Investments. The income from investments in the second quarter of fiscal 2005 of $3 represents the equity income from the Company’s 40% ownership of Aldrich-APL LLC, a manufacturer and distributor of ultra-pure inorganics and metals for high-technology applications. The loss from investments in the second quarter of fiscal 2004 of $(13) represents the equity loss from the Company’s investment in Fiberstars, Inc., a marketer and distributor of fiber optic lighting products. The Final Plan provided that the holders of the Predecessor Company’s Common Stock (other than Saratoga Lighting and the Predecessor Company’s CEO) receive the benefit of certain equity investments held by the Predecessor in Fiberstars. As a result, no further equity income or loss related to this investment has been recorded subsequent to December 31, 2003.

Gain on Restructuring. The gain on restructuring in fiscal 2004 included a net increase in the receivable from officer of $1,169 related to the settlement approved by the bankruptcy court. The gain on restructuring also includes the impact of the implementation of the Plan approved by the court and a settlement with GE related to amounts owed to and receivable from GE.

Write-off of Deferred Loan Costs. The write-off of deferred loan costs of $2,251 represented the write-off of deferred loan costs related to the $100,000 8% Senior Notes in accordance with Emerging Issues Task Force Issue No. (“EITF”) 96-19, Debtor’s Accounting for a Modification or Exchange of Debt Instruments.

Reorganization Expenses. Reorganization expenses, totaling $5,635 in the second quarter of fiscal 2004, reflected the cost of consultants, investment bankers and attorneys related to the Company’s efforts to reorganize under Chapter 11 Bankruptcy.

Income (Loss) before Income Taxes and Minority Interest. The Company had income before income taxes and minority interest of $2,053 in the second quarter of fiscal 2005 as compared to a loss before income taxes and minority interest of $(7,080) in the second quarter of fiscal 2004.

Income Tax Expense. Income tax expense was $259 for the second quarter of fiscal 2005 as compared to $272 in the second quarter of fiscal 2004. The income tax expense in both quarters related to certain of the Company’s foreign operations.

At June 30, 2004, the Company had net operating loss carryforwards of $130,833 available to reduce future United States federal taxable income, which expire 2008 through 2024. On August 15, 2003, Saratoga purchased the preferred and common shares owned by GE. This transaction caused an ownership change greater than 50% which will limit the annual net operating loss the Company can use to offset any future taxable income pursuant to Section 382 of the Internal Revenue Code. This limitation is effective with the fiscal year ended June 30, 2004. The Company also has a capital loss carryforward of $40,117 available to reduce future capital gains. The usage of this carryforward will also be limited as a result of the ownership change. This carryforward expires in 2007.

The Company also had research and development credit carryforwards of approximately $3,818 available at June 30, 2004, which expire 2008 through 2020. Additionally, in conjunction with the Alternative Minimum Tax (“AMT”) rules, the Company had available AMT credit carryforwards for tax purposes of approximately $98, which may be used indefinitely to reduce regular federal income taxes. The usage of these credits will also be limited as a result of the ownership change.

Also, at June 30, 2004, the Company had foreign net operating loss carryforwards for tax purposes totaling $1,163 that expire 2006 to 2007 and $9,395 that have no expiration dates.

The Company’s subsidiaries have fiscal years that end on the Sunday closest to June 30 and fiscal quarters that end on the Sunday closest to the respective calendar quarter end. The first six months of fiscal 2005 consisted of 27 weeks as compared to the first six months of fiscal 2004 that consisted of 26 weeks. As a result, an increase of approximately 4% in sales and costs and expenses resulted from the additional week in the first six months of fiscal 2005 compared to the first six months of fiscal 2004. The three month periods ended December 31, 2004 and 2003 contained 13 weeks each.

The following table sets forth, as a percentage of net sales, certain items in the Company’s Condensed Consolidated Statements of Operations for the six months ended December 31, 2004 and 2003:


	Reorganized Company					Predecessor Company
	Six Months Ended					Six Months Ended
	December 31, 2004					December 31, 2003
Net sales	$	79,700		100.0	%	$	70,510		100.0	%

Costs and expenses:
Cost of sales		46,943		58.9			43,361		61.5
Marketing and selling		11,842		14.9			11,311		16.0
Research and development		3,112		3.9			3,095		4.4
General and administrative		7,474		9.4			6,208		8.8
Amortization of intangible assets		489		0.6			177		0.3

Income from operations		9,840		12.3			6,358		9.0

Other income (expense):
Interest expense		(6,892	)	(8.6	)		(7,459	)	(10.6	)
Interest income		197		0.3			188		0.3
Income from investments		489		0.6			3		—
Gain on restructuring		—		—			1,184		1.7
Write-off of deferred loan costs		—		—			(2,251	)	(3.2	)
Reorganization expenses		—		—			(11,258	)	(16.0	)

Income (loss) before income taxes and minority interest		3,634		4.6			(13,235	)	(18.8	)
Income tax expense		632		0.8			360		0.5

Income (loss) before minority interest		3,002		3.8			(13,595	)	(19.3	)
Minority interest in income of consolidated subsidiary		(339	)	(0.5	)		(251	)	(0.3	)

Net income (loss)	$	2,663		3.3	%	$	(13,846	)	(19.6	)%

Net Sales. Net sales increased 13.0% to $79,700 in the first six months of fiscal 2005 from $70,510 in the first six months of fiscal 2004. Approximately one-third of this increase was due to the Company’s subsidiaries having an additional week in the first six months of fiscal 2005 as compared to the first six months of fiscal 2004. Metal halide product sales for the first six months of fiscal 2005 increased 18% to $61,967 compared with $52,435 in the same period last year. This increase in metal halide product sales is partly due to the additional week in the quarter, but was primarily the result of an increase in lamp and material sales. Sales of APL materials increased 9% over the same period a year ago, a portion of which was due to the additional week. Geographically, these materials sales decreased 6% in the U.S. and increased 18% outside the U.S. Non-metal halide lighting product sales decreased 23% over the year ago period due primarily to a decrease in power supply sales.

Total lighting product sales inside the U.S. increased 11% in the first six months of fiscal 2005 as compared to the same period a year ago due to the additional week and to a 19% increase in lamp sales offset by a decrease in U.S. materials sales. Total lighting product sales outside the U.S. increased 9% as compared to the year ago period due to the additional week and to increases in lamp and material sales offset by non-metal halide power supply sales.

Cost of Sales. Cost of sales increased 8.3% to $46,943 in the first six months of fiscal 2005 from $43,361 in the first six months of fiscal 2004, due in part to the additional week during the first six months of fiscal 2005. As a percentage of net sales, cost of sales decreased to 58.9% in the first six months of fiscal 2005 from 61.5% in the first six months of fiscal 2004. The reduction in cost of sales as a percentage of sales is due to the transfer of lamp and power supply production to India, improvements in cost management, an improvement in the product mix (more lamp and material sales and less power supply sales), and a reduction in depreciation expense of $1,008 related primarily to the effects of the application of fresh-start accounting principles.

Marketing and Selling Expenses. Marketing and selling expenses increased 4.7% to $11,842 in the first six months of fiscal 2005 from $11,311 in the first six months of fiscal 2004, due primarily to the additional week during the first six months of fiscal 2005. As a percentage of net sales, marketing and selling expenses decreased to 14.9% in the first six months of fiscal 2005 from 16.0% in the first six months of fiscal 2004. The decrease resulted from the significant increase in sales that occurred while marketing and selling expenses were held relatively constant.

Research and Development Expenses. Research and development expenses increased 0.5% in the first six months of fiscal 2005 to $3,112 from $3,095 in the first six months of fiscal 2004, due to the additional week during the fiscal 2005 quarter. Research and development expenses incurred related to: (i) expansion of the product line and continued improvement in lamp technology including the line of Uni-Form® pulse start lamps (with improved energy efficiency, quicker starting and restarting and a more compact arc source, which improves the light and reduces material costs) intended to replace many first generation metal halide lamps in industrial and commercial applications; (ii) continual development of new materials for the world’s major lighting manufacturers; (iii) development and testing of electronic and electromagnetic power supply systems; and, (iv) improvement of coating processes of optical thin-films to broaden the applications and development of new thin-film materials, and using coatings to develop improvements to lighting technologies. The Company expects to continue to make substantial expenditures on research and development to enhance its position as the leading innovator in the metal halide lighting industry.

General and Administrative Expenses. General and administrative expenses increased 20.4% to $7,474 in the first six months of fiscal 2005 from $6,208 in the first six months of fiscal 2004. The increase in general and administrative expenses was due to an increase in bonus expense of $1,571, including $1,014 for the CEO retention bonus, offset by reductions in corporate overhead costs. The after-tax amount of the CEO retention bonus, approximately $572, is scheduled to be applied against the Company’s receivable from the CEO in July 2005.

Amortization of Intangible Assets. Amortization expense increased to $489 in the first six months of fiscal 2005 from $177 in the first six months of fiscal 2004. The increase was due to the amortization of identifiable intangibles established in accordance with the provisions of fresh-start accounting.

Income from Operations. As a result of the items noted above, the Company realized income from operations in the first six months of fiscal 2005 of $9,840 as compared to income from operations of $6,358 in the year ago period.

Interest Expense. Interest expense decreased to $6,892 in the first six months of fiscal 2005 from $7,459 in the first six months of fiscal 2004. Interest expense in the first six months of fiscal 2004 included $1,993 of amortization and write-off of deferred loan costs related to the Company’s Debtor-in-Possession Bank Facility and Old Senior Notes. Amortization of deferred loan costs totaled $87 in the first six months of fiscal 2005. The remainder of the difference in interest expense is primarily due to the increase in the interest rate on the Company’s New Senior Notes to 11% from 8% for the Old Senior Notes.

Income from Investments. The income from investments in the first six months of fiscal 2005 of $489 represents $169 in equity income from the Company’s 40% ownership of Aldrich-APL LLC, a manufacturer and distributor of ultra-pure inorganics and metals for high-technology applications and a gain on the sale of an investment of $320. The income from investments in the first six months of fiscal 2004 of $3 represents the equity income from the Company’s investment in Fiberstars, Inc., a marketer and distributor of fiber optic lighting products. The Final Plan provided that the holders of the Predecessor Company’s Common Stock (other than Saratoga Lighting and the Predecessor Company’s CEO) receive the benefit of certain equity investments held by the Predecessor in Fiberstars. As a result, no further equity income or loss related to this investment has been recorded subsequent to December 31, 2003.

Reorganization Expenses. Reorganization expenses, totaling $11,258 in the first six months of fiscal 2004, reflected the cost of consultants, investment bankers and attorneys related to the Company’s efforts to reorganize under Chapter 11 Bankruptcy.

Income (Loss) before Income Taxes and Minority Interest. The Company had income before income taxes and minority interest of $3,634 in the first six months of fiscal 2005 as compared to a loss before income taxes and minority interest of $(13,235) in the first six months of fiscal 2004.

Income Tax Expense. Income tax expense was $632 for the first six months of fiscal 2005 as compared to $360 in the first six months of fiscal 2004. The income tax expense in both periods related to certain of the Company’s foreign operations.

Liquidity and Capital Resources

The Company’s sources of liquidity include cash and cash equivalents, cash flow from operations and amounts available under its Bank Credit Facility. The Company believes these sources of liquidity are sufficient for at least the next several years. As a result of the exchange of the $100,000 8% Senior Notes due March 2008 for $114,400 11% Senior Notes due March 2009, the Company has extended the maturity of most of its debt until 2009. The Company believes that its cash flow from operations will be more than adequate to service the debt, prior to the maturity of the 11% Senior Notes.

The Bank Credit Facility is a $30,000 facility that consists of a term loan that requires monthly principal payments of $183 ($8,800 outstanding at December 31, 2004) with a revolving credit loan, subject to availability, making up the remainder of the facility. The amount outstanding under the revolving credit loan was $642 at December 31, 2004. Interest rates on the revolving credit loan are based on Libor plus 2.75% or Prime plus .75% (6.00% at December 31, 2004). Interest rates on the term loan are based on Libor plus 3.50% or Prime plus 1.50% (6.75% at December 31, 2004). The final maturity of the revolving credit facility and the term loan is December 10, 2008.

The Bank Credit Facility contains certain affirmative and negative covenants customary for this type of agreement, prohibits cash dividends, and includes financial covenants related to Minimum Adjusted EBITDA and Capital Expenditures. At December 31, 2004, the Company was in compliance with the terms of the Bank Credit Facility. The principal security for the Bank Credit Facility is substantially all of the personal property of the Company and each of its North American and United Kingdom subsidiaries. The term loan is secured by substantially all of the Company’s machinery and equipment in North America and the United Kingdom as well as the Company’s facility in Urbana, Illinois, and is cross-collateralized and secured with the revolving credit loan.

Cash decreased $2,405 during the six months ended December 31, 2004. Cash provided by operating activities totaled $1,444, cash used in investing activities totaled $1,613, and cash used in financing activities totaled $2,236.

Net Cash Provided by Operating Activities. Net cash provided by operating activities totaled $1,444 for the six months ended December 31, 2004. This cash provided by operating activities also reflects the impact of one-time payments of reorganization expenses totaling $1,842 related to the Company’s emergence from Chapter 11 Bankruptcy.

Net Cash Used in Investing Activities. In the six months ended December 31, 2004, net cash used in investing activities totaled $1,613, including $2,063 related to capital expenditures for plant and equipment, primarily machinery and equipment. The Company’s capital expenditure program is expected to approximate between $5,000 and $6,000 in fiscal 2005. Future capital expenditures beyond this level will be discretionary, as the Company presently has sufficient operating capacities to support several years of sales growth at its historical rates.

Net Cash Used in Financing Activities. In the six months ended December 31, 2004, net cash used in financing activities was $2,236 resulting from an increase in borrowings on the Company’s revolving credit loan of $642, net of $2,878 of scheduled payments of long-term debt that included the one-time payment of $1,402 to Rohm and Haas Company related to a promissory note obligation (see Part II, Item 1. “Legal Proceedings”).

The interest-bearing obligations of the Company totaled $128,627 as of December 31, 2004, and consisted of: $9,442 outstanding under the Bank Credit Facility; $114,400 of 11% Senior Notes; mortgages of $4,400; and obligations of foreign subsidiaries and other debt of $385.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that effect the reported amounts of our assets, liabilities, revenues and costs and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to: valuation of accounts and notes receivable and loan receivable from officer, valuation of investments, valuation of long-lived assets, valuation of inventory valuation reserves, revenue recognition, and deferred tax assets. We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We have identified the following policies as critical to our business operations and the understanding of our results of operations. For a detailed discussion on the application of these and other accounting policies, see Note C of the “Notes to Consolidated Financial Statements” in the Annual Report on Form 10-K for the Period Ended June 30, 2004.

Valuation of Accounts and Notes Receivable and Loan Receivable from Officer

Management evaluates and makes estimates of the collectibility of the Company’s accounts and notes receivable, including unbilled accounts receivable related to long-term equipment contracts, based on a combination of factors. Management analyzes historical bad debts, customer credit-worthiness, and current economic trends in evaluating the adequacy of the allowance for doubtful accounts and whether there is any impairment in its notes receivable. In circumstances where the Company is aware of a certain customer’s inability to meet its financial obligation, a specific reserve is recorded to reduce the receivable to the amount the Company believes will be collected. Material changes in the allowance for doubtful accounts may occur if the results of management’s evaluation change or if a different method is used to estimate possible losses. The accounts receivable balance was $29,575, net of an allowance of $900, as of December 31, 2004.

The Company also has a loan and interest receivable of $2,871 from the Chief Executive Officer. The loan documents require that the after-tax proceeds of bonuses payable to the CEO be applied against the loan and interest. In the second quarter of fiscal 2005, the Company applied the after-tax proceeds of the CEO retention and performance bonuses of $1,314 to the balance outstanding. Management periodically evaluates the adequacy of the underlying assets to repay this loan. The Company believes the loan receivable amount will be realized in accordance with the terms of loan documents.

Inventory Valuation Reserves

The Company values its inventory for accounting purposes at the lower of cost (first-in, first-out method) or market. In circumstances where the Company is aware of a problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its net realizable value. For all other inventory, the Company records a reserve based on a combination of factors, including actual usage in recent history and projected usage in the future. If expected circumstances should change due to general economic or product obsolescence issues resulting in lower-than-expected usage, management’s estimate of the net realizable value could be reduced by a material amount.

Valuation of Long-Lived Assets

The Company’s emergence from Chapter 11 bankruptcy proceedings resulted in a new reporting entity and adoption of fresh start reporting in accordance with SOP No. 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code. The Company’s tangible assets were adjusted in accordance with SOP 90-7 which resulted in a decrease in the Company’s real estate of $11,644 and a decrease in personal property (machinery and equipment and furniture and fixtures) of $28,790. The Company’s identifiable intangible assets were adjusted to $24,675 representing customer contracts and relationships of $10,000, trademarks and tradenames of $8,635, and technology of $6,040.

In addition to the above, the application of SOP 90-7 and SEC Staff Accounting Bulletin No. 54, Push Down Basis of Accounting Required in Certain Limited Circumstances, resulted in the elimination of the existing goodwill and the establishment of a new amount of goodwill of $50,561, that represents the “reorganization value in excess of amounts allocable to identifiable assets.” In accordance with the provisions of Statement of Financial Accounting Standards (“FAS”) No. 142, Goodwill and Other Intangible Assets, no amortization of goodwill was recorded in fiscal 2003 or fiscal 2004. Additionally, the newly-established goodwill will not be amortized. Rather, the Company will evaluate this asset for impairment at least annually and whenever there is an impairment indicator using the fair value guidelines of FAS No. 142.

The Company evaluates the carrying value of its investment in other long-lived assets for impairment such as property, plant and equipment whenever there is an impairment indicator, generally using an undiscounted cash flow methodology.

Revenue Recognition

The Company has entered into certain contracts with customers for the construction of lighting and thin-film coating equipment. The Company also has certain contracts related to the further development and application of lighting and coating technologies for the U.S. government. Revenue is recognized on these contracts as work on the contract progresses using the percentage of completion method of accounting, which relies on estimates of total expected contract revenues and costs. Under this method reasonable estimates of the costs applicable to the various stages of a contract are made, thus, impacting the level of recognized revenue. Since the financial reporting of these contracts depends on estimates, which are assessed continually during the term of the contract, recognized revenues and profit are subject to revisions as the contract progresses toward completion. Revisions in profit estimates are reflected in the period in which the facts that give rise to the revision become known. Should estimates indicate a loss is expected to be incurred under a contract, cost of sales is charged with a provision for such loss.

Deferred Tax Assets and Valuation Allowance

The Company had approximately $10,379 of net deferred tax assets related principally to certain unused tax credits and loss carryforwards as of June 30, 2004. The realization of these assets is based upon the Company generating future taxable income. Due to the Company’s historical results it is uncertain as to when it will realize taxable income that will allow it to utilize its tax credits and loss carryforwards and, accordingly, has recorded a valuation allowance of approximately $10,379. Additionally, on August 15, 2003, Saratoga purchased the preferred and common shares owned by GE. This transaction caused an ownership change greater than 50% which will limit the annual net operating loss and tax credit carryforwards the Company can use to offset any future taxable income pursuant to Section 382 of the Internal Revenue Code. This limitation is effective with the fiscal year ended June 30, 2004. The Company has net operating losses which, in accordance with the principles of fresh start accounting, were not recorded. These net operating losses are available to be utilized, and, to the extent the net operating losses are utilized, goodwill will be reduced accordingly for the benefit received. Management will continue to evaluate the realization of these deferred tax assets that are subject to the Company’s future operations. The Company’s future operations will be influenced by the general business environment, which is difficult to predict and beyond the control of the Company.

Foreign Currency

Approximately 31% of the Company’s net sales in fiscal 2004 were denominated in currencies other than U.S. dollars, principally pounds sterling, Australian dollars, Canadian dollars, Euros and Japanese yen. A significant weakening of such currencies versus the U.S. dollar could have a material adverse effect on the Company.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

During the six months ended December 31, 2004, there have been no material changes in the reported market risks presented in the Company’s Annual Report on Form 10-K for the year ended June 30, 2004.

Item 4. Controls and Procedures

The Company evaluated the design and operation of its disclosure controls and procedures as of December 31, 2004, to determine whether they are effective in ensuring that the disclosure of required information is timely made in accordance with the Exchange Act and the rules and forms of the Securities and Exchange Commission. This evaluation was made under the supervision and with the participation of management, including the Company’s principal executive officer and chief accounting officer. The principal executive officer and chief accounting officer have concluded, based on their review, that the Company’s disclosure controls and procedures, as defined at Exchange Act Rules 13a-14(c) and 15d-14(c), are effective to ensure that information required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. No significant changes were made to the Company’s internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation.

Part II. Other Information

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

Item 1. Legal Proceedings

On February 5, 2003, Advanced Lighting Technologies, Inc. (the “Company” or “ADLT”) and six of its United States subsidiaries, (collectively, the “Debtors”), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the “Bankruptcy Court”). The cases were jointly administered, under the caption In re Venture Lighting International, Inc. et al (Case No. O3-05255). As previously reported, the Company emerged from reorganization in fiscal year 2004, however, the Bankruptcy Court retained jurisdiction over a disputed creditor claim by Rohm and Haas Company of approximately $2.1 million. The claim related to the payment of the purchase price for Rohm and Haas Company’s interest in Unison Fiber Optic Lighting Systems, LLC. The Company purchased the Rohm and Haas interest in Unison for cash, a promissory note and certain other consideration in February 2000. The Company contested Rohm and Haas Company’s claim to the unpaid portions of the consideration and sought repayment of a portion of the approximately $1.3 million consideration the Company had previously paid. These claims were settled pursuant to an agreement approved by the Bankruptcy Court on December 15, 2004. Pursuant to the terms of the settlement, the Company paid Rohm and Haas $1.4 million in full and final settlement of all claims.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits


Exhibit		Incorporated
Number	Title	by Reference
2.1	Venture Lighting International, Inc. et al. Fourth Amended Chapter 11 Plan of Reorganization confirmed December 8, 2003 effective December 10, 2003		(1	)

3.1	Third Amended and Restated Articles of Incorporation filed November 12, 2004		(2	)

3.2	Amended and Restated Code of Regulations		(2	)

4.1	Reference is made to Exhibit 2.1

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

31.1	Rule 13a-14(a)/15d-14(a) Certification

31.2	Rule 13a-14(a)/15d-14(a) Certification

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	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 Exhibit of same number in Company’s Current Report on Form 8-K dated December 8, 2003, filed December 23, 2003.

(2)	Incorporated by reference to Exhibit of same number in Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, filed November 12, 2004.

(b)	Reports on Form 8-K

	No reports on Form 8-K were filed during the quarter ended December 31, 2004.

SIGNATURES

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


	ADVANCED LIGHTING TECHNOLOGIES, INC.
Date: January 21, 2005	By:	/s/ Wayne R. Hellman
		Wayne R. Hellman
		Chief Executive Officer


Date: January 21, 2005	By:	/s/ Christopher F. Zerull
		Christopher F. Zerull
		Vice President and Chief Accounting Officer

EXHIBIT INDEX


Exhibit		Incorporated
Number	Title	by Reference
2.1	Venture Lighting International, Inc. et al. Fourth Amended Chapter 11 Plan of Reorganization confirmed December 8, 2003 effective December 10, 2003		(1	)

3.1	Third Amended and Restated Articles of Incorporation filed November 12, 2004		(2	)

3.2	Amended and Restated Code of Regulations		(2	)

4.1	Reference is made to Exhibit 2.1

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

31.1	Rule 13a-14(a)/15d-14(a) Certification

31.2	Rule 13a-14(a)/15d-14(a) Certification

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	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 Exhibit of same number in Company’s Current Report on Form 8-K dated December 8, 2003, filed December 23, 2003.

(2)	Incorporated by reference to Exhibit of same number in Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, filed November 12, 2004.

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ADVANCED LIGHTING TECHNOLOGIES INC 10-Q