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): August 7, 2015

 

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 August 7, 2015, the Company filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 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. (OTCQB: 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 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 documents are filed herewith:

 

Exhibit No.		Description
99.1		Press Release, dated August 7, 2015

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/ Patrick J. Gainer
		Patrick J. Gainer
		Chief Financial Officer
Dated: August 7, 2015

 

 

 

 

 

 

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Pernix Group, Inc. Announces Second Quarter 2015 Financial Results

 

LOMBARD, IL — August 7, 2015 — Pernix Group, Inc. (OTCQB: PRXG) today announced its financial results for the second quarter ended June 30, 2015.

 

During this quarter the Company acquired KBR Building Group, now known as BE&K Building Group LLC (BEK BG) on June 30^th, 2015, and certain assets of dck Pacific Guam, LLC and dck-ecc Pacific Guam, LLC Joint Venture on June 15^th, 2015. The acquisitions included backlog of $174.9 million.

 

Financial Review

 

The Company is very excited about the transformation and diversification in conjunction with our recent acquisitions. These will strengthen our Department of State (DOS) and commercial businesses including our Pac Rim region, which positions us for significant organic and inorganic growth.

 

We have successfully completed two projects at Texas A&M University during the first half of 2015. We are also planning to complete four additional projects in the second half 2015 along with a number of newly acquired BEK BG projects. We are actively pursuing four major DOS projects with award expectation in the second half of 2015, two of which have been delayed from first half of 2015.  

 

In relation to our recent BEK BG and dck acquisitions, we retained the leadership, operational and functional teams of both acquisitions. They will continue to serve, grow and utilize customer and supplier relationships which will provide the Company with the capabilities to further strengthen and leverage global opportunities

 

Nidal Z. Zayed, CEO & President of Pernix stated “The first half of Q2 was transformative for us, not only did we expand our Pacific operations with acquisition of certain dck assets, but we now have a strong presence in the domestic construction market with the addition of BEK BG to the Pernix team. We have diversified our offerings and expanded our capabilities across the board with a focus on operational excellence. We are excited to work with new clients, and look forward to a successful second half of the year.” Mr. Zayed further stated, “The Pernix team is now over 400 employees strong and our revenue will take a quantum leap forward.”

 

Q2 Financial Highlights — All figures are in U.S. dollars.

 

·                  Total Revenue: $11.1 million

·                  Construction Revenue: $9.6 million

·                  Power Generation revenue: $1.4 million 

·                  Gross Profit: $1.3 million

·                  Non-Recurring Transaction Costs: $1.6 million (related to the two acquisitions) 

·                  Cash and Cash Equivalents: $8.1 million

·                  The Company issued $28.0 million of Series C Convertible Preferred Stock

 

The Company filed its Form 10-Q with the Securities and Exchange Commission on August 7, 2015, which incorporates its unaudited condensed consolidated financial statements and notes thereto for the quarter ended June 30, 2015.

 

 

About Pernix Group, Inc.

 

Pernix Group, Inc. is a global company with its headquarters in Lombard, Illinois. The Company is engaged in three primary markets: Federal Government, Commercial & Industrial, and Power. 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.

 

Contact:

 

Patrick J. Gainer

Chief Financial Officer

Pernix Group, Inc.

Tel: [phone]

[e-mail]