Current Report Filing (8-k)

 

 

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): May 15, 2014

 

PERNIX GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		333-92445		36-4025775
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

151 E. 22nd Street
Lombard, Il.		60148
(Address of Principal Executive Offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

 

(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):

 

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

 

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

 

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

 

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

 

 

 

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

The information regarding the results of operations and financial condition of Pernix Group, Inc. (the “Company”) responsive to this Item 2.02, and contained in Exhibit 99.1 filed herewith, is incorporated into this Item 2.02 by reference.

 

ITEM 7.01 REGULATION FD DISCLOSURE

 

In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

On May 15, 2014, the Company filed its Quarterly Report on Form 10-Q for the three months ended March 31, 2014 with the Securities and Exchange Commission. The Company’s press release announcing the filing is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

 

Pernix Group, Inc. (OTCBB: PRXG) is a global company with its headquarters in Lombard, Illinois. The Company is engaged in two primary operating business segments: construction services as a Design-Build General Contractor primarily in the Federal and Government market; and building, managing and investing in Power Generation Projects as an Independent Power Producer. Pernix has full-scale construction and management capabilities, with operations in the United States, Africa, the Middle East, and the South Pacific. Additional information is available at www.pernixgroup.com.

 

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

The following document is filed herewith:

 

Exhibit No.		Description
99.1		Press Release.

 

Forward-Looking Statements

 

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

 

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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.

 

	PERNIX GROUP, INC.
	By:	/s/ Nidal Z. Zayed
		Nidal Z. Zayed
		President and Chief Executive Officer
	By:	/s/ Gregg D. Pollack
		Gregg D. Pollack
		Chief Financial Officer and Vice President — Administration
	By:	/s/ Carol J. Groeber
		Carol J. Groeber
		Corporate Controller and Principal Accounting Officer
Dated: May 19, 2014

 

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Exhibit 99.1

 

 

Pernix Group, Inc. Announces First Quarter 2014 Financial Results

 

LOMBARD, IL — May 19, 2014 — Pernix Group, Inc. (OTCQB: PRXG) today announced its financial results for the first quarter ended March 31, 2014.

 

The Company generated consolidated revenue in the first quarter of 2014 of $15.0 million, as compared to $17.2 million in the comparable period of 2013. Construction segment revenue declined from $16.1 million to $13.6 million, due primarily to achieving substantial completion of the Company’s Sather project in Baghdad in February, although revenue from several new projects substantially offset the decline from Sather. The Company generated construction-related revenue from seven projects during the three months ended March 31, 2014, as compared to only two projects during the comparable period in 2013. Power segment revenue increased from $1.1 million to $1.3 million, due primarily to higher demand for power at our plants in Fiji, driven by a shift from hydro to diesel generation.

 

Despite the decrease in revenue, gross profit increased 78% or $1.7 million to $3.9 million in the first quarter of 2014 as compared to $2.2 million in the comparable period in 2013. The increase in gross profit was due primarily to lower anticipated costs related to the Sather project as it achieved substantial completion earlier than originally anticipated; margins in power generation were relatively stable compared to the previous year.

 

Higher gross profit offset an increase of $0.3 million in operating expenses, resulting in pre-tax income before minority interest of $1.8 million in the 2014 first quarter, as compared to $0.3 million in previous year. Operating expenses were higher due to an increase in accounting fees relating to transitioning from our previous independent auditing firm, and costs related to the update of the Company’s stock offering Registration Statement. Deducting income taxes and minority interest resulted in net income attributable to Pernix stockholders of $0.2 million, as compared to a loss of $0.5 million in 2013. After preferred dividends, consolidated net income attributable to common stockholders was $0.1 million in the first quarter of this year, or $0.01 basic earnings per share, as compared to a loss of $0.5 million in the comparable period last year, or  ($0.05) per share.

 

“We are pleased with our first quarter profitability, and we are excited about new business that we were awarded early in the year,” commented Nidal Z. Zayed, President and CEO of Pernix Group. “The diversification of our project portfolio, including our nanotechnology laboratory project at Texas A&M University and the significant expansion of one of our power plants in

 

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Fiji, is consistent with our business development strategy, which entails growing our existing markets and gaining access to new markets. From an execution perspective, we have very experienced operating teams managing these projects, and we are focused on maintaining our track record of delivering all of our current projects on time, on budget, and with no lost time incidents.”

 

The Company’s consolidated balance sheet at March 31, 2014 reflected cash of $15.8 million, as compared to $20.0 million at the end of 2013. The decrease in cash reflects payment during the first quarter of 2014 of payables and accruals booked at the end of last year. The Company continues to be debt-free, with total stockholders’ equity of $13.0 million at March 31, 2014, up from $11.3 million at the end of 2013. Pernix Group’s updated Registration Statement became effective in early May, offering five million primary shares of Pernix common stock at $6.05 per share. Construction backlog increased significantly to $70.3 million, as compared to $37.2 million at the end of 2013, reflecting the aforementioned awards in Texas and Fiji.

 

“Our financial condition remains strong, with ample liquidity and no debt. We appreciate the ongoing support of our key constituencies as we focus on implementing our strategic plan, which calls for significant organic growth, as well as growth through acquisitions, in both segments of our business,” said Mr. Zayed. “We are driving our organic growth through market expansion and new joint ventures with complementary, world class partners who enable us to compete for larger, more specialized opportunities. Accordingly, we anticipate that we will bid on significantly more projects this year due to our new joint ventures, stronger historical track record and deeper financial and human resources.”

 

The Company filed its Form 10-Q with the Securities and Exchange Commission on May 15, 2014, which incorporates its unaudited financial statements and notes thereto for the quarter ended March 31, 2014.

 

About Pernix Group, Inc.

 

Pernix Group, Inc. is a global company with its headquarters in Lombard, Illinois. The Company is engaged in two primary operating business segments: construction services as a Design-Build General Contractor primarily in the Federal and Government market; and building, managing and investing in Power Generation Projects as an Independent Power Producer. Pernix has full-scale construction and management capabilities, with operations in the United States, Africa, the Middle East, and the South Pacific. Pernix Group, Inc. common stock is traded on the over-the-counter quotation board (OTCQB) under the symbol PRXG. Additional information is available at www.pernixgroup.com.

 

Forward-Looking Statement

 

Certain of the statements made in this press release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and other factors that could cause or contribute to actual results differing materially from such forward-looking statements are discussed in greater detail in the Company’s filings with the U.S. Securities and Exchange Commission.

 

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Contact:

 

Gregg Pollack

Chief Financial Officer & Vice President - Administration

Pernix Group, Inc.

Tel: [phone]

[e-mail]

 

Carol Groeber

Corporate Controller and Principal Accounting Officer

Pernix Group, Inc.

Tel: [phone]

[e-mail]

 

Casey Stegman

Director of Investor Relations

Stonegate Securities

Tel: [phone]

[e-mail]

 

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