UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-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): ~~January~~February 612, 2020

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)

(IRS 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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock RVLT OTC Pink

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value

RVLT

N/A

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 Rule 12b-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 1.01

Entry into a Material Definitive Agreement.

~~Twentieth~~Sixth Amendment to ~~Credit~~Forbearance ~~Facility;~~Agreement ~~Purchase~~and ~~Order~~Twenty-First ~~Finance~~Amendment ~~Agreement~~to Credit Facility

Effective on ~~January~~February 612, 2020, Revolution Lighting Technologies, Inc. (the “Company”) and its direct and indirect subsidiaries (collectively, the “Obligors”) entered into a ~~Twentieth~~Sixth Amendment to Forbearance Agreement and Twenty-First Amendment (the “~~Twentieth~~Twenty-First Amendment”) to its loan and security agreement (the “Loan Agreement”) with Bank of America N.A. (“Bank of America”). Under the terms of the Twenty-First Amendment, Bank of America has agreed to extend the maturity date of the revolving credit facility provided by the Loan Agreement to March 31, 2020 and to forbear, until March 31, 2020, from exercising its rights and remedies against the Obligors as a result of breaches of certain covenants under the Loan Agreement. If the Company is not able to obtain a further amendment of the Loan Agreement or extend the forbearance, all principal, interest and other amounts outstanding under the Loan Agreement will become due and payable upon the earlier of 5 p.m. on March 31, 2020 or any Termination Event (as defined in the Loan Agreement, as previously amended).

Under the terms of the ~~Twentieth~~Twenty-First Amendment, Bank of America has agreed to ~~certain~~continue ~~amendments~~lending to the ~~Loan~~Company ~~Agreement~~under tothe ~~permit~~revolving ~~the~~credit facility ~~Company~~provided toby ~~enter~~the ~~into~~Loan aAgreement ~~Purchase Order~~through ~~Financing~~March 31, ~~Agreement~~2020, (subject to the ~~“Financing~~Company ~~Agreement”)~~continuing to comply with ~~Aston~~its ~~Finance~~obligations Iunder ~~LLC~~the ~~(“Aston”)~~Twenty-First Amendment, anincluding ~~entity~~not ~~controlled~~allowing byany ~~the~~additional ~~Company’s~~Defaults ~~Chief~~or ~~Executive~~Events ~~Officer,~~of ~~Robert~~Default V.(as ~~LaPenta~~defined in ~~Sr.,~~the Loan Agreement) to ~~provide~~occur. ~~short-term~~Under ~~financing~~the ~~for~~Twenty-First aAmendment, ~~project that~~Base aRate ~~Company~~Revolver ~~subsidiary~~Loans is(as ~~pursuing~~defined in the ~~ordinary~~Loan ~~course~~Agreement) ofshall ~~its~~have ~~business~~an ~~(the~~interest ~~“Project”).~~rate ~~Pursuant~~equal to the ~~terms~~Base ofRate (as defined in the ~~Twentieth~~Loan ~~Amendment~~Agreement) plus 4.00%, ~~the~~and ~~Company~~LIBOR isRevolver ~~required~~Loans (as todefined ~~maintain~~in athe ~~separate,~~Loan ~~designated~~Agreement) ~~bank~~shall ~~account~~have ~~with~~an ~~Bank~~interest ofrate ~~America~~equal to ~~deposit~~ ~~payments~~LIBOR ~~received~~plus ~~from~~5.00%. ~~the~~Such ~~Project~~interest ~~and~~rates may be reduced by 0.50% if the Company ~~must~~(i) provides ~~notify~~ Bank of America inwith ~~writing~~satisfactory ~~within~~and ~~one~~acceptable ~~business~~documentation ~~day~~evidencing ofthat ~~receiving~~the Obligors ~~any~~have ~~such~~achieved ~~payments.~~a ~~Further,~~trailing ~~the~~twelve-month ~~Company~~Fixed ~~acknowledged~~Charge ~~that~~Coverage itRatio is(as defined in ~~default under~~ the Loan Agreement) ~~and~~of ~~that~~at ~~Bank of~~least ~~America~~1.0 ~~has~~: 1.0 at the ~~right~~end toof ~~enforce~~any ~~its~~fiscal ~~rights~~month and ~~remedies~~(ii) is ~~under~~not subject to any Default or Events of Default other than the defaults ~~Loan~~subject ~~Agreement~~to atforbearance ~~any~~in ~~time~~the Twenty-First Amendment.

AsIn ~~noted~~exchange ~~above,~~for the ~~Company~~forbearance ~~entered~~granted ~~into~~under the ~~Financing Agreement~~Twenty-First ~~with~~Amendment, ~~Aston~~the ~~on January 6~~Company agreed, ~~2020~~among other things, to ~~finance~~(i) limit the ~~Project.~~cumulative ~~Pursuant~~monthly touse ~~the~~of ~~terms~~cash ofby the ~~Financing~~Company ~~Agreement,~~in ~~Aston~~accordance ~~will~~with ~~charge~~ a ~~fixed~~cash ~~interest~~burn ~~rate~~schedule, of(ii) deliver ~~1.25%~~to ofBank ~~the principal~~ of ~~each~~America ~~advance~~updated ~~for~~projections ~~the first thirty days~~ of ~~such~~quarterly ~~advance,~~consolidated ~~with an~~financial ~~additional~~statements ~~rate of 0.041%~~ for fiscal ~~each~~year ~~subsequent~~2020 ~~daily~~by ~~period. Additionally~~March 1, ~~Aston~~2020 ~~may~~(such ~~charge~~statements anto ~~additional~~provide ~~3.0%~~calculations ~~per~~to ~~annum~~evidence, onin ~~any~~good ~~advance~~faith, ~~outstanding~~that ~~following an event of default under~~ the ~~Financing~~Obligors ~~Agreement.~~shall ~~Aston~~be ~~will~~able ~~have~~to maintain a ~~first~~Fixed ~~priority~~Charge ~~lien on~~Coverage ~~all~~Ratio ~~inventory~~of ~~and~~at ~~accounts~~least ~~receivable~~1.0 ~~pertaining~~: ~~to the Project~~1.0 ~~The~~by ~~Company~~December 31, ~~and~~2020), ~~its~~(iii) ~~subsidiary~~deliver ~~will~~to Bank ~~repay~~of ~~Aston~~America ~~for~~an ~~each~~updated ~~advance~~calculation ~~upon the earlier~~ of: ~~(i) receipt of funds by~~ the ~~Company~~Accounts ~~for~~on ~~financed goods which are~~ the ~~subject~~first ofand ~~such advance,~~fifteenth ~~(ii) cancellation~~day of aeach ~~purchase~~month ~~order~~and ~~for which an advance has been made,~~ (~~iii) 180 days following an advance or (~~iv) ~~acceleration~~pay ~~due~~Bank ~~to an event~~ of ~~default~~America’s ~~under~~expenses, ~~the~~including ~~Financing~~attorney’s ~~Agreement.~~fees, ~~The Financing Agreement contains covenants that are customary to a purchase money lending facility~~ in ~~regards~~connection towith ~~notice,~~the ~~protection~~Twenty-First ofAmendment ~~collateral, access~~ and ~~required~~prior ~~payments~~open invoices.

As of ~~January~~ February 718, 2020, the Company had total debt of approximately $7776.8 9 million, including aggregate principal and interest outstanding under the Company’s line of credit with Bank of America of approximately $2322.4 3 million, aggregate principal and interest outstanding under loans from Robert V. LaPenta, Sr. (“Mr. LaPenta”), the Company’s Chairman, CEO and President, and Aston Capital, LLC of approximately $53.3 5 million and approximately $1.1 million from other sources. As of ~~January~~February 718, 2020, the Company estimates that it had $2.1 2 million of available liquidity, reflecting its net cash position plus the remaining borrowing availability under the Loan Agreement.

The Company will likely need additional funding to continue its operations beyond the end of the first quarter of 2020. The extent of additional funds required will depend on the Company’s results of operations in the first quarter of 2020, the amount of time and expense necessary to complete the previously announced investigation by the Securities and Exchange Commission (the “SEC”) and ~~to complete~~ the ~~audit and~~ restatement of certain of the Company’s financial statements and other related costs. The Company plans to work with Bank of America to further amend the Loan Agreement to extend the current maturity date of ~~January~~March 2631, 2020, and to provide for ongoing borrowing availability. However, there can be no assurance that the Company will obtain such an amendment ~~and extension~~. Any failure to obtain such an amendment under the Loan Agreement could result in the exercise of remedies by Bank of America and all amounts becoming due under the Loan Agreement, and cause the Company to become unable to operate as a going concern.

The foregoing ~~descriptions~~description of the ~~Twentieth~~Twenty-First Amendment ~~and~~is ~~Financing Agreement are~~ not complete and ~~are~~is qualified in ~~their~~ its entirety by reference to the full text of the ~~Twentieth~~Twenty-First Amendment ~~and Financing Agreement~~, which ~~are~~is attached to this Form 8-K as ~~Exhibits~~Exhibit 99.1 ~~and 99~~.2, ~~respectively.~~

Item 2.02 Results of Operations and Financial Condition

The disclosure set forth in the third paragraph (last sentence only) and fourth paragraph of Item 8.01 is incorporated by reference in its entirety in this Item 2.02.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 is incorporated by reference in its entirety in this Item 2.03.

Item 8.01 Other Events

As previously disclosed in its prior filings with the SEC, the Company is cooperating with an ongoing investigation by 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 conducted an investigation and 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 Company previously provided estimates on the impact of the restatement of its financial statements. In the course of the continuing audit of the Company’s financial statements, the Company has found that additional adjustments to the financial statements will be required. As a result, the Company is not able to provide an updated impact of the restatement. The Company expects revenue during the fiscal year ended December 31, 2019 to be approximately $105 million (with a backlog of approximately $45 million) and projects that revenue during the fiscal year ended December 31, 2020 will be in line with the results from fiscal year 2019.

The revenue and backlog estimates above are preliminary and have not been reviewed by the Company’s independent registered public accounting firm and therefore are subject to change. The revenue estimates in the Company’s prior filings are subject to revision based on the outcome of the 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.

The Company and certain of its officers and directors have been named as defendants in putative class, individual and derivative actions pending in the United States District Court for the District of Connecticut and for the Southern District of New York: In re Revolution Lighting Technologies, Inc. Securities Litigation, United States District Court for the Southern District of New York, Civil Action No. 19-980 (Lead Class Action) and related cases; Graham v. Revolution Lighting, et al., United States District Court for the Southern District of New York, Civil Action No. 19-8337 (individual action); Jenkins v. LaPenta, et al., United States District Court for the District of Connecticut, Civil Action No. 19-621 (derivative action); Barton v. LaPenta, et al., United States District Court for the District of Connecticut, Civil Action No. 19-856 (derivative action); Wages v. LaPenta, et al., United States District Court for the District of Connecticut, Civil Action No. 19-721 (derivative action); Persin v. LaPenta, United States District Court for the District of Connecticut, Civil Action No. 19-716 (derivative action); Hopewell v. LaPenta, et al., United States District Court for the Southern District of New York, Civil Action No. 3913 (Lead New York Derivative Action) and related cases. The Company has reached agreements in principle, subject to Court approval, that it believes will resolve all of the pending actions. The Company’s insurer has agreed to pay the agreed upon amounts to settle these actions.

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 “will,” “may,” “estimates,” “expects,” “intends,” “plans,” “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 ~~projected revenues and backlog,~~ further amendments to the Loan Agreement ~~and the resolution of the Company’s pending litigation~~, the Company’s future levels of indebtedness and funding needs and the availability of funding from Mr. LaPenta or Bank of America, 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 Company’s results of operations, the Company’s ability to complete the restatement and the ongoing audit of its financial statements, the Company’s ability to obtain an extension of maturity under the Loan Agreement, the Company’s ability to continue to meet its liquidity needs, the Company’s ongoing litigation, and SEC investigation and potential future litigation 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
99.1		~~Twentieth~~Sixth Amendment to Forbearance Agreement and Twenty-First Amendment to Loan and Security Agreement, dated ~~January~~February 612, 2020, among Revolution Lighting Technologies, Inc., Lighting Integration Technologies, LLC, Tri-State LED DE, LLC, Value Lighting, LLC, All Around Lighting, L.L.C., Energy Source, LLC, Revolution Lighting — E-Lighting, Inc., Seesmart, LLC, TNT Energy, LLC, the Guarantors party thereto and Bank of America, N.A.
99.2		Purchase Order Financing Agreement, dated January 6, 2020, among Revolution Lighting Technologies, Inc., Value Lighting, LLC and Aston Finance I LLC.

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: ~~January~~February 1019, 2020


REVOLUTION LIGHTING TECHNOLOGIES, INC.

By:		/s/ Robert V. LaPenta
		Robert V. LaPenta, Sr.
		Chief Executive Officer and President

Filing Compare · Revolution Lighting Technologies, Inc.