Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Pernix Group, Inc. | Financial_Report.xls |
| EX-99.1 - PRESS RELEASE - Pernix Group, Inc. | prnx_ex99z1.htm |
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): November 25, 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) |
(630) 620-4787
(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))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 25, 2014, Pernix Group, Inc. (“Pernix”) completed a sale of a 25% ownership interest in Pernix (Fiji) Limited (“PFL”), which was a wholly-owned subsidiary of Pernix prior to the sale and is located in Fiji. Pernix sold the 25% ownership interest in PFL to Fijian Holdings Limited, an unrelated third party, for cash proceeds of approximately FJD 4.35 million (or approximately $2.3 million USD as of November 25, 2014).
Pro forma financial information with respect to the sale is provided in Item 9.01 of this Current Report on Form 8-K.
Item 8.01. Other Event
On December 2, 2014, the Company issued a Press Release included here as Exhibit 99.1. The press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
PERNIX GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On November 25, 2014, Pernix Group, Inc. (“Pernix”) completed a sale of a 25% ownership interest in Pernix (Fiji) Limited (“PFL”), which was a wholly-owned subsidiary of Pernix prior to the sale and is located in Fiji. Pernix sold the 25% ownership interest in PFL to Fijian Holdings Limited, an unrelated third party, for cash proceeds of approximately FJD 4.35 million (or approximately $2.3 million USD as of November 25, 2014).
The following unaudited consolidated pro forma financial information of Pernix Group, Inc. and its consolidated subsidiaries is based upon the historical balance sheet and statements of operations, as adjusted to reflect the disposition of a 25% ownership interest in PFL. The unaudited consolidated pro forma financial information of Pernix should be read in conjunction with the related notes and with the historical consolidated financial statements of Pernix and the related notes included in previous filings with the Securities and Exchange Commission. The historical balance sheet and statement of operations presented in the pro forma financial information as of, and for the nine months ended, September 30, 2014 reflect the amounts presented in the Form 10-Q filed on November 14, 2014. The historical statement of operations for the year ended December 31, 2013 reflects the amounts presented in the Form 10-K filed on March 28, 2014, subject to certain reclassifications to confirm to the Company’s 2014 presentation.
The unaudited pro forma consolidated balance sheet reflects the partial sale of PFL as if it occurred on September 30, 2014 while the unaudited pro forma consolidated statements of consolidated operations give effect to the disposition as if it occurred on January 1, 2013. The pro forma adjustments reflect a) the receipt of cash for the sale of the 25% ownership interest and related increase in non-controlling interest and b) the allocation of the pro rata amount of PFL income to non-controlling interest. The pro forma adjustments are based on the best available information and certain assumptions that Pernix management believes are reasonable.
The unaudited consolidated pro forma financial information is presented for illustrative purposes only and does not purport to be indicative of the operating results or financial position that would have occurred if the transaction described above had occurred as presented in such statements. In addition, future results may vary significantly from the results reflected in such statements.
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PERNIX GROUP, INC. | ||||||
AND SUBSIDIARIES | ||||||
Pro Forma Condensed Consolidated Balance Sheets | ||||||
As of September 30, 2014 (unaudited) | ||||||
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Assets |
| Historical September 30, 2014 |
| Pro Forma Adjustments For PFL Partial Sale |
| Pro Forma September 30, 2014 |
Current assets: |
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|
Cash and cash equivalents | $ | 16,134,380 | $ | 2,263,305 | $ | 18,397,685 |
Restricted cash |
| 1,237,015 |
| — |
| 1,237,015 |
Accounts receivable |
| 6,795,808 |
| — |
| 6,795,808 |
Inventories |
| 1,521,821 |
| — |
| 1,521,821 |
Cost in excess of billings |
| 287,042 |
| — |
| 287,042 |
Equipment deposit |
| 12,051,639 |
| — |
| 12,051,639 |
Prepaid expenses and other current assets |
| 1,008,702 |
| — |
| 1,008,702 |
Total current assets |
| 39,036,407 |
| 2,263,305 |
| 41,299,712 |
Property and equipment, net of accumulated depreciation of $139,767 as of September 30, 2014 |
| 1,675,280 |
| — |
| 1,675,280 |
Other assets |
| 55,243 |
| — |
| 55,243 |
Intangible assets, net |
| 100,231 |
| — |
| 100,231 |
Total assets | $ | 40,867,161 | $ | 2,263,305 | $ | 43,130,466 |
Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable and accrued expenses | $ | 8,897,319 | $ | — | $ | 8,897,319 |
Billings in excess of costs and estimated earnings |
| 17,674,731 |
| — |
| 17,674,731 |
Dividends payable |
| 227,461 |
| — |
| 227,461 |
Total liabilities |
| 26,799,511 |
| — |
| 26,799,511 |
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Commitments and contingencies |
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Stockholders' Equity: |
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Pernix Group, Inc. and Subsidiaries Stockholders' equity |
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Series A convertible senior preferred stock, $0.01 par value. Authorized 1,000,000 shares, $5,000,000 liquidation preference, 1,000,000 shares issued and outstanding at September 30, 2014 |
| 10,000 |
| — |
| 10,000 |
Series B convertible senior preferred stock, $0.01 par value. Authorized 400,000 shares, $850,000 involuntary liquidation preference, 170,000 shares issued and outstanding at September 30, 2014 |
| 1,700 |
| — |
| 1,700 |
Common stock, $0.01 par value. Authorized 20,000,000 shares, 9,403,697 issued and outstanding at September 30, 2014 |
| 94,037 |
| — |
| 94,037 |
Additional paid-in capital |
| 14,704,568 |
| — |
| 14,704,568 |
Accumulated deficit (deficit eliminated as a result of Quasi-Reorganization as of September 30, 2012 - $68,626,283) |
| — |
| — |
| — |
Accumulated deficit - since September 30, 2012 |
| (3,409,105) |
| — |
| (3,409,105) |
Accumulated other comprehensive loss - since September 30, 2012 |
| (396,641) |
| — |
| (396,641) |
Total Pernix Group, Inc. and Subsidiaries Stockholders' equity |
| 11,004,559 |
| — |
| 11,004,559 |
Non-controlling interest |
| 3,063,091 |
| 2,263,305 |
| 5,326,396 |
Total Stockholders' equity |
| 14,067,650 |
| 2,263,305 |
| 16,330,955 |
Total liabilities and Stockholders' equity | $ | 40,867,161 | $ | 2,263,305 |
| 43,130,466 |
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3
PERNIX GROUP, INC. AND SUBSIDIARIES Pro Forma Condensed Consolidated Statements of Operations Nine Months Ended September 30, 2014 (unaudited) | |||||||
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| Historical September 30, 2014 |
| Pro Forma Adjustments For PFL Partial Sale |
| Pro Forma September 30, 2013 | |
Revenues: |
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Construction revenue | $ | 45,229,114 | $ | — | $ | 45,229,114 | |
Service fees – power generation plant |
| 5,053,456 |
| — |
| 5,053,456 | |
Rent income |
| 75,887 |
| — |
| 75,887 | |
Other revenue |
| 37,419 |
| — |
| 37,419 | |
Gross revenues |
| 50,395,876 |
| — |
| 50,395,876 | |
Costs and expenses: |
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Construction costs |
| 35,059,384 |
| — |
| 35,059,384 | |
Operation and maintenance costs – power generation plant |
| 2,737,831 |
| — |
| 2,737,831 | |
Cost of revenues |
| 37,797,215 |
| — |
| 37,797,215 | |
Gross profit |
| 12,598,661 |
| — |
| 12,598,661 | |
Operating expenses: |
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Salaries and employee benefits |
| 4,207,251 |
| — |
| 4,207,251 | |
General and administrative |
| 2,748,685 |
| — |
| 2,748,685 | |
Total operating expenses |
| 6,955,936 |
| — |
| 6,955,936 | |
Operating income |
| 5,642,725 |
| — |
| 5,642,725 | |
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Other income (expense): |
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Interest income (expense), net |
| 2,150 |
| — |
| 2,150 | |
Other expense - related party |
| (62,157) |
| — |
| (62,157) | |
Foreign currency exchange (loss) gain |
| (19,984) |
| — |
| (19,984) | |
Other income, net |
| 83,663 |
| — |
| 83,663 | |
Total other income (expense) |
| 3,672 |
| — |
| 3,672 | |
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Consolidated income before income taxes |
| 5,646,397 |
| — |
| 5,646,397 | |
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Income tax provision |
| (415,803) |
| — |
| (415,803) | |
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Consolidated net income (loss) |
| 5,230,594 |
| — |
| 5,230,594 | |
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Less: income attributable to non-controlling interest |
| 4,555,572 |
| 165,721 |
| 4,721,293 | |
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Net income (loss) attributable to the stockholders of Pernix Group, Inc. and Subsidiaries |
| 675,022 |
| (165,721) |
| 509,301 | |
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Less: Preferred stock dividends |
| 342,694 |
| — |
| 342,694 | |
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Net income (loss) attributable to the common stockholders of Pernix Group Inc., and Subsidiaries | $ | 332,328 | $ | (165,721) | $ | 166,607 | |
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Earnings (loss) per share attributable to the stockholders of Pernix Group, Inc. and Subsidiaries: |
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Basic net income (loss) per share | $ | 0.04 | $ | (0.02) | $ | 0.02 | |
Diluted net income (loss) per share | $ | 0.03 | $ | (0.02) | $ | 0.01 | |
Weighted average shares outstanding basic |
| 9,403,697 |
| 9,403,697 |
| 9,403,697 | |
Weighted average shares outstanding diluted |
| 11,014,867 |
| 11,014,867 |
| 11,014,867 | |
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4
PERNIX GROUP, INC. AND SUBSIDIARIES Pro Forma Condensed Consolidated Statements of Operations Year Ended December 30, 2013 (unaudited) | |||||||
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| Historical December 30, 2013 |
| Pro Forma Adjustments For PFL Partial Sale |
| Pro Forma December 30, 2013 | |
Revenues: |
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Construction revenue | $ | 67,776,314 | $ | — | $ | 67,776,314 | |
Service fees – power generation plant |
| 5,810,652 |
| — |
| 5,810,652 | |
Rent income |
| 122,674 |
| — |
| 122,674 | |
Other revenue |
| 52,508 |
| — |
| 52,508 | |
Gross revenues |
| 73,762,148 |
| — |
| 73,762,148 | |
Costs and expenses: |
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Construction costs |
| 63,904,627 |
| — |
| 63,904,627 | |
Operation and maintenance costs – power generation plant |
| 2,665,869 |
| — |
| 2,665,869 | |
Cost of revenues |
| 66,570,496 |
| — |
| 66,570,496 | |
Gross profit |
| 7,191,652 |
| — |
| 7,191,652 | |
Operating expenses: |
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Salaries and employee benefits |
| 2,854,888 |
| — |
| 2,854,888 | |
General and administrative |
| 2,328,001 |
| — |
| 2,328,001 | |
Total operating expenses |
| 5,182,889 |
| — |
| 5,182,889 | |
Operating income |
| 2,008,763 |
| — |
| 2,008,763 | |
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Other income (expense): |
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Interest income (expense), net |
| (69) |
| — |
| (69) | |
Other expense - related party |
| (136,589) |
| — |
| (136,589) | |
Foreign currency exchange (loss) gain |
| (16,639) |
| — |
| (16,639) | |
Other income, net |
| 70,239 |
| — |
| 70,239 | |
Total other income (expense) |
| (83,058) |
| — |
| (83,058) | |
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Consolidated income before income taxes |
| 1,925,705 |
| — |
| 1,925,705 | |
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Income tax provision |
| (5,041,514) |
| — |
| (5,041,514) | |
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Consolidated net income (loss) |
| (3,115,809) |
| — |
| (3,115,809) | |
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Less: income attributable to non-controlling interest |
| 1,509,184 |
| 163,013 |
| 1,672,197 | |
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Net income (loss) attributable to the stockholders of Pernix Group, Inc. and Subsidiaries |
| (4,624,993) |
| (163,013) |
| (4,788,006) | |
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Less: Preferred stock dividends |
| 55,250 |
| — |
| 55,250 | |
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Net income (loss) attributable to the common stockholders of Pernix Group Inc., and Subsidiaries | $ | (4,680,243) | $ | (163,013) | $ | (4,843,256) | |
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Earnings (loss) Per Share attributable to the stockholders of Pernix Group, Inc. and Subsidiaries: |
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Basic and diluted net income per share | $ | (0.50) | $ | (0.02) | $ | (0.52) | |
Weighted average shares outstanding basic |
| 9,403,697 |
| 9,403,697 |
| 9,403,697 | |
Weighted average shares outstanding diluted |
| 9,403,697 |
| 9,403,697 |
| 9,403,697 | |
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5
(d) Exhibits
The following Exhibit is furnished as part of this report:
Exhibit
No.Description
| |
99.1
| Press Release.
|
6
SIGNATURES
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. | |
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| By: | /s/ Nidal Z. Zayed |
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| Nidal Z. Zayed |
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| President and Chief Executive Officer |
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| By: | /s/ Patrick J. Gainer |
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| Patrick J. Gainer |
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| Chief Financial Officer |
Dated: December 3, 2014
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