Item 4.02
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Non-Reliance
on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
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As disclosed in its Form
8-K
filed on
December 11, 2018 (the Prior
8-K),
on December 10, 2018, the Audit Committee of the Board of Directors (the Audit Committee) of Revolution Lighting Technologies, Inc. (the
Company), upon the recommendation of the Companys management, concluded that, as a result of apparent errors related to revenue recognition associated with bill and hold transactions identified in the course of the Audit
Committees ongoing review of the accuracy of the Companys previously filed financial statements, the Companys consolidated financial statements as of and for each of the following fiscal periods should no longer be relied upon:
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the fiscal quarters ended March 31, 2018 and June 30, 2018;
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the fiscal year ended December 31, 2017 and each fiscal quarter therein;
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the fiscal year ended December 31, 2016 and each fiscal quarter therein; and
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the fiscal year ended December 31, 2015 and each fiscal quarter therein.
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Additionally, the Company disclosed in the Prior
8-K
that the Audit Committee had determined that the related reports
on the consolidated financial statements and internal control over financial reporting for the fiscal years ended December 31, 2017, 2016 and 2015 of the Companys independent registered public accounting firm, RSM US LLP,
(RSM) should also no longer be relied upon and that it had discussed such matters with RSM. At the time of filing the Prior
8-K,
the Audit Committee was unable to determine whether the identified
errors would require the Company to restate any or all of these previously filed financial statements.
On May 7, 2019, upon the recommendation of
the Companys management and as a result of additional information regarding errors related to bill and hold revenue recognition obtained and analyzed during the course of its ongoing investigation, the Audit Committee concluded that the
Companys consolidated financial statements for the fiscal year ended December 31, 2014 and the related reports on such consolidated financial statements and internal control over financial reporting for the fiscal year ended
December 31, 2014 should also no longer be relied upon. In addition, the Audit Committee concluded that the Companys consolidated financial statements as of and for each of the following fiscal periods should be restated:
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the fiscal quarters ended March 31, 2018 and June 30, 2018;
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the fiscal year ended December 31, 2017 and each fiscal quarter therein;
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the fiscal year ended December 31, 2016;
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the fiscal year ended December 31, 2015; and
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the fiscal year ended December 31, 2014.
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The Company intends to file these restated financial statements with the U.S. Securities and Exchange Commission (the SEC) as soon as practicable
after the Audit Committees ongoing investigation is complete, the restated financial statements are complete and, where applicable, have been audited, and the required periodic reports are finalized.
The restatement of these financial statements has not been completed, and they have not been audited. The full impact of the errors on the Companys
previously filed financial statements has not yet been determined. The Company intends to provide an estimate of the impact of the adjustments when they are finalized.
The Audit Committee has discussed the matters described in this Amendment to Form
8-K
with RSM.
Forward-looking statements
Except for statements of
historical fact, the matters discussed herein are forward-looking statements within the meaning of the applicable securities laws and regulations. The words estimates, expects, believes, are
intended, plans, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements, including statements regarding
the Companys restated financial statements and ability to file them with the SEC, involve risks and uncertainties that may cause actual results to differ materially from those stated here as a result of various factors. Forward-looking
statements reflect the views of the Companys management as of the date hereof. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake to revise these statements to reflect
subsequent developments.