The Company | 1. The Company Revolution Lighting Technologies, Inc., together with its wholly-owned subsidiaries (“Revolution”, “we”, “us” or “our”), is a leader in the de s Tri-State We generate revenue by selling lighting products and solutions for use in the commercial, industrial and government markets, which include vertical markets such as military, municipal, commercial office, industrial, warehouse, education, hospitality, retail, healthcare, multi-family and signage-media-accent markets. We market and distribute our products globally through networks of distributors, independent sales agencies and representatives, electrical supply companies, as well as internal marketing and sales forces. Our operations consist of one reportable segment for financial reporting purposes: Lighting Products and Solutions (principally LED fixtures, controls and lamps). Basis of presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosure made are adequate to make the information not misleading. The condensed financial statements included in this Form 10-Q 10-K In the opinion of management, these accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to fairly state our financial position, results of operations, and cash flows as of and for the dates and periods presented as required by Regulation S-X, 10-01. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to valuation of receivables and inventories, purchase price allocation of acquired businesses, impairment of long-lived assets and goodwill, income taxes and contingencies. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2018, or for any other future period. Our business exhibits some seasonality, with net sales being affected by the impact of weather and seasonal demand on construction and installation programs, particularly during the winter months. Because of these seasonal factors, we have historically experienced increasing revenue as the year progresses. Purchase Price Obligations In connection with the acquisition of Energy Source, we were obligated to issue contingent consideration of $0.1 million at both March 31, 2018 and December 31, 2017, which was paid on April 4, 2018. Sales Tax Revenue We record sales tax revenue on a gross basis (included in both “Revenue” and “Cost of sales” in the unaudited Condensed Consolidated Statements of Operations). For the three months ended March 31, 2018 and 2017, revenues from sales taxes were $1.0 million and $0.7 million, respectively. Liquidity and Capital Resources Our liquidity as of March 31, 2018 and December 31, 2017 was $3.5 million and $7.4 million, respectively, which consisted of cash and cash equivalents of $1.4 million and $0.9 million, respectively, and additional borrowing capacity under the Revolving Credit Facility of $2.1 million and $6.5 million, respectively. Historically, our significant shareholder, RVL 1 LLC (“RVL”), and its affiliates have been a significant source of financing, and they continue to support our operations. See Note 13. At March 31, 2018 and December 31, 2017, we had working capital of $37.8 million and $34.3 million, respectively. We believe we have adequate resources to meet our cash requirements for the foreseeable future. Recent accounting pronouncements not yet adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases right-of-use Recently adopted accounting pronouncements On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) On January 1, 2018, we adopted ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” On January 1, 2018, we adopted ASU 2017-01, Business Combinations: Clarifying the Definition of a Business On January 1, 2018, we adopted ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting |