UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2017
REVOLUTION LIGHTING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-23590 | | 59-3046866 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (I.R.S. employer identification no.) |
177 Broad Street, Stamford, Connecticut 06901
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (203)504-1111
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.05. | Costs Associated With Exit or Disposal Activities |
On December 27, 2017, the Chief Executive Officer and Chief Financial Officer of Revolution Lighting Technologies, Inc. (the “Company”), after assessing the poor performance of the Company’s common stock and the requirements under United States generally accepted accounting principles to reduce the Company’s book value to align with its market capitalization, determined to record an adjustment to the carrying values of the Company’s goodwill and intangible assets and to record a charge associated with the restructuring of its operations, reducing and consolidating warehouse space and the reduction of inventory by eliminating certain product lines.
As a result of the above, the Company will record a noncash charge of approximately$65-$70 million in the fourth quarter of 2017, which will consist of$50-$55 million in the reduction of the carrying value of goodwill and intangible assets and $15 million related to the restructuring and inventory charges noted above. The Company expects to complete its restructuring and inventory activities within the first quarter of 2018. The foregoing actions will not impact the Company’s compliance with its bank debt covenants.
| Item 2.06. | Material Impairments |
The disclosure in Item 2.05 of this Current Report on Form8-K is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure |
On December 27, 2017, the Company announced revised guidance for the fourth quarter and full year ending December 31, 2017. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report onForm 8-K and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following Exhibit is filed as part of this Current Report on Form8-K:
Exhibit Index
2
SIGNATURE
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.
Date: December 27, 2017
| | |
| REVOLUTION LIGHTING TECHNOLOGIES, INC. |
| |
| By: | | /s/ James A. DePalma |
| | James A. DePalma Chief Financial Officer |
3
