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.
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 June 30, 2019 (the “2019 Q2 Form 10-Q”) within the prescribed time period for the following reasons.
As previously disclosed in its prior filings with the SEC, including its Form 8-K filed on June 20, 2019, the Company is cooperating with an
ongoing investigation by the Securities and Exchange Commission (the “SEC”) relating in part to the manner in which the Company recognized revenue on “bill and hold” transactions. The Audit Committee of the Company’s Board
of Directors (the “Audit Committee”) conducted an investigation, the focus of which was to review the extent to which the Company incorrectly recognized revenue with respect to bill and hold transactions. The investigation found, among
other things, that the Company did not meet all of the accounting criteria for recognizing revenue on a bill and hold basis from 2014 through the second quarter of 2018 and, thus, certain revenues during this timeframe were not recognized in the
proper period.
As previously disclosed, the Company has concluded that its consolidated financial statements as of and for each of the
annual periods in the four-year period ended December 31, 2017, each fiscal quarter of 2017 and the first two fiscal quarters of 2018 should no longer be relied upon and should be restated. The full impact of the errors on the Company’s
financial statements has not yet been determined. However, the Company is working diligently on restating these financial statements. Pending completion of the restatement and the related audit work, the Company will not be able to provide the
financial statements required to be included in the 2019 Q2 Form 10-Q. Although no assurance can be given as to when such restatement 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
|
(1)
|
Name and telephone number of person to contact in regard to this notification
|
|
|
|
|
|
|
|
|
|
|
|
Robert LaPenta
|
|
|
|
(203)
|
|
|
|
504-1111
|
|
(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
|
The Company has not filed its
Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2018 and March 31, 2019 and its Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
|
(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
|
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.