LSCG Lighting Science Group Corporation (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one):         ☑ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR

☐ Form N-CSR

For Period Ended: December 31, 2015

 

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended:                                                                                                                                     

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

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PART I – REGISTRANT INFORMATION

 

Lighting Science Group Corporation

Full Name of Registrant

 

Former Name if Applicable

 

1350 Division Road, Suite 102

Address of Principal Executive Office (Street and Number)

 

West Warwick, RI 02893

City, State and Zip Code

 

PART II – RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

			(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
	☑		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III – NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Lighting Science Group Corporation (the “ Company ”) is unable to file its Form 10-K for the year ended December 31, 2015 (the “ Form 10-K ”) in a timely manner without unreasonable effort and expense. The Company has had unanticipated delays in completing its financial statements and Form 10-K for the year ended December 31, 2015 due to significant changes in senior management and key accounting personnel since December 31, 2015. As a result of these changes, the Company required additional time to compile the information necessary to complete the financial statements and the Form 10-K. The Company currently anticipates that it will file the Form 10-K prior to the fifteenth calendar day following the prescribed due date.

 

PART IV – OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification

 

 

Philip J. Ragona		(321)		610-9446
(Name)		(Area Code)		(Telephone Number)

 

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).           Yes ☑      No ☐

 

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(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☑      No ☐

 

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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Company anticipates that the Form 10-K will report revenue of approximately $79.7 million for the year ended December 31, 2015, as compared to $91.3 million for the year ended December 31, 2014. The Company also anticipates reporting a net loss of approximately $25.7 million (or $0.07 and $0.34 per share attributable to controlling and noncontrolling shareholders, respectively) for the year ended December 31, 2015, as compared to a net loss of $65.6 million (or $0.44 and $0.45 per share attributable to controlling and noncontrolling shareholders, respectively) for the year ended December 31, 2014. The primary reasons for the decrease in the Company’s net loss for the year ended December 31, 2015 as compared to the year ended December 31, 2014 was (i) a $11.5 million decrease in revenue, (ii) a $19.8 million reduction in cost of goods sold, (iii) a $12.1 million decrease in selling, distribution and administrative expenses, and (iv) a $600,000 increase in the fair value of liabilities under derivative contracts for the year ended December 31, 2015, which was significantly less than the $15.7 million increase for the year ended December 31, 2014. The $11.5 million decrease in revenue for the year ended December 31, 2015 as compared to the year ended December 31, 2014 was due to a $10.5 million reduction in sales to commercial customers and a $1.0 million decrease in sales to The Home Depot, Inc.

 

Forward-Looking Statements

 

This Notification on Form 12b-25 contains forward-looking statements regarding the Company’s ability to file its Annual Report on Form 10-K within the 15-day extension period and its anticipated financial results for the year ended December 31, 2015, which are preliminary and subject to adjustment following completion of annual audit procedures. These statements are based on current expectations as of the date of this filing and involve a number of risks and uncertainties, which may cause actual results to differ from those included herein. The risks include, but are not limited to, unexpected delays that the Company may experience in connection with the preparation of the Form 10-K and changes arising during the annual audit procedures.

 

 

Lighting Science Group Corporation

(Name of registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:	March 31, 2016		By:	/s/  Mark D. Gorton
			Name:	Mark D. Gorton
			Title:	Executive Vice President and Chief Financial Officer