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RVLT > SEC Filings for RVLT > Form 8-K/A on 22-May-2014All Recent SEC Filings

Show all filings for REVOLUTION LIGHTING TECHNOLOGIES, INC.

Form 8-K/A for REVOLUTION LIGHTING TECHNOLOGIES, INC.


22-May-2014

Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.

(a) Pro Forma Financial Information. The unaudited pro forma condensed consolidated financial information of Revolution as of March 31, 2014 and the three months then ended and for the year ended December 31, 2013 is attached hereto as Exhibit 99.1 and is incorporated in its entirety into this Item 9.01(b) by reference. The unaudited pro forma condensed consolidated financial information is a presentation of historical financial position and results of operations of Revolution and Value Lighting and Affiliates with accounting adjustments necessary to reflect the estimated pro forma effect of Revolution's acquisitions of the Company Group, Relume Technologies Inc. and Tristate DE LLC on the financial position and results of operations of Revolution as of the dates and for periods indicated and is presented for informational purposes only. The unaudited pro forma condensed consolidated financial information does not reflect the effects of any anticipated changes to be made by Revolution to the operations of the combined companies, including synergies and cost savings and does not include charges directly related to the acquisitions. The unaudited pro forma condensed consolidated financial information should not be construed to be indicative of the results that might have been achieved had the transactions occurred on the dates and for the periods indicated or of Revolution's future results of operations or financial position for any future period or date.



(b) Financial Statements of Businesses Acquired. The following financial statements of the Company Group are attached hereto as Exhibits 99.2 and 99.3 and are incorporated in their entirety into this Item 9.01(a) by reference:

(1) audited combined balance sheets as of December 31, 2013 and 2012, and the related audited combined statements of operations, equity and cash flows for the years ended December 31, 2013 and 2012, with an independent auditors' report by Frazier & Deeter;

(2) unaudited condensed combined balance sheets as of March 31, 2014 and December 31, 2013 and the unaudited condensed combined statements of operations, stockholder equity and cash flows for the three months ended March 31, 2014 and 2013.

(d) Exhibits

Exhibit
  No.                                     Description

 2.1*        Agreement and Plan of Merger, dated as of March 6, 2014, by and among
             Revolution, the Company Group and the Stockholders named therein.*

23.1         Independent Auditor's Consent.

99.1         Unaudited pro forma condensed consolidated financial statements as of
             March 31, 2014, for the three months ended March 31, 2014 and for the
             year ended December 31, 2013.

99.2         Combined financial statements of the Company Group as of December 31,
             2013 and 2012, and for the years ended December 31, 2013 and 2012.

99.3         Unaudited condensed combined financial statements of the Company Group
             as of March 31, 2014 and December 31, 2014 and the three months ended
             March 31, 2014 and 2013.

* Previously filed.


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