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SEC FILE NUMBER
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000-23590 |
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CUSIP NUMBER |
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76155G206 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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☐ Form 10-K ☐ Form
20-F ☐ Form
11-K ☒ Form 10-Q
☐ Form 10-D ☐ Form
N-SAR ☐ Form N-CSR
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For Period Ended: March 31, 2019
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☐ Transition Report on Form
10-K |
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☐ Transition Report on Form
20-F |
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☐ Transition Report on Form
11-K |
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☐ Transition Report on Form
10-Q |
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☐ Transition Report on Form
N-SAR |
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For the Transition Period Ended:
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Read Instructions (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.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Revolution Lighting Technologies, Inc.
Full Name of Registrant
Former Name if Applicable
177 Broad Street
Address of Principal Executive Office
(Street and Number)
Stamford, Connecticut 06901
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)
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☐ |
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(a) |
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The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
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(b) |
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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
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(c) |
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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.
Revolution Lighting Technologies, Inc. (the “Company”) has
determined that it is unable to file its Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2019 (the “Q1 Form
10-Q”) within the prescribed time period for the following
reasons.
As previously announced on October 19, 2018, the Company is
cooperating with an ongoing investigation by the Securities and
Exchange Commission (the “SEC”). The investigation relates in part
to the manner in which the Company recognized revenue on “bill and
hold” transactions. Beginning in 2014, the Company used bill and
hold revenue accounting principally for certain contracts in its
Multi-family division between its Value Lighting and All Around
Lighting subsidiaries and their customers. Upon satisfaction of
specific requirements imposed by accounting principles and
interpretations of the SEC staff, bill and hold revenue accounting
permits a company to record revenue on products segregated for
delivery within its own warehouse. Absent satisfaction of these
requirements, revenue recognition generally should await delivery
of products to customers.
The Audit Committee of the Company’s Board of Directors (the “Audit
Committee”) also is conducting a review to assess the accuracy of
the Company’s previously filed financial statements, the focus of
which is to review the extent to which the Company incorrectly
recognized revenue with respect to bill and hold transactions from
2014 until the second quarter of fiscal 2018, and whether the
Company’s accounting for those transactions led to material errors
in its financial statements. As previously disclosed in the
Company’s Form 8-K/A filed on May 8, 2019, the Company has
concluded that its consolidated financial statements as of and for
each of the following fiscal periods should no longer be relied
upon and 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 full impact of the errors on the Company’s financial statements
has not yet been determined. The Company intends to file these
restated financial statements with the SEC as soon as practicable
after the Audit Committee’s ongoing investigation is complete, the
restated financial statements are complete and, where applicable,
have been audited, and the required periodic reports are finalized.
Pending completion of the Audit Committee review, the restatement
of the Company’s financial statements and the related audit work,
the Company will not be able to provide the financial statements
required to be included in the Q1 Form 10-Q. Although no assurance
can be given as to when such investigation, restatements and audit
work can be completed, the Company intends to become current in its
financial reporting obligations under the Securities Exchange Act
of 1934 as soon as practicable.
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in
regard to this notification
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| Robert LaPenta |
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(203) |
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504-1111 |
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(Area Code) |
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(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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The Company has not filed its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2018 and its Annual Report on
Form 10-K for the fiscal year ended December 31, 2018.
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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.
As discussed above, the Company’s consolidated financial statements
as of and for June 30, 2018, as well as for several prior fiscal
periods, should no longer be relied upon, the Audit Committee’s
review is ongoing, and the full impact of the errors on the
Company’s financial statements has not yet been determined. As a
result, the Company cannot at this time provide a reasonable
estimate of the changes in its results of operations between the
first fiscal quarter of 2019 and the corresponding period of the
2018 fiscal year. However, the Company expects its revenue during
the first fiscal quarter of 2019 to be approximately $27.3
million.
The revenue estimates provided above and in prior filings are
subject to revision based on the outcome of the review, restatement
and audit of the Company’s financial statements as described above.
The Company’s final results may differ materially from these
estimates and previously reported results.
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” 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
possible impact of the Audit Committee’s review and the restatement
on the Company’s previously reported financial statements and the
Company’s estimated revenue, involve risks and uncertainties that
may cause actual results to differ materially from those stated
here. Factors that could cause actual results to differ materially
from those in the forward-looking statements include, but are not
limited to, the risk that additional information may arise in the
process of completing the Audit Committee’s review or in a review
or audit of any revised financial statements that would require the
Company to make additional or different adjustments, the time,
effort and expense required to complete any restatement of the
Company’s financial statements and the other risks described more
fully in the Company’s filings with the SEC. Forward-looking
statements reflect the views of the Company’s management as of the
date hereof. The Company does not undertake to revise these
statements to reflect subsequent developments.
Revolution Lighting Technologies, Inc.
(Name of Registrant as Specified in
Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date
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May 10, 2019 |
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By |
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/s/ Robert V. LaPenta
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Name: |
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Robert V. LaPenta, Sr. |
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Title: |
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Chief Executive Officer and
President |
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative’s authority to sign on
behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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