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 12, 2014
CES SYNERGIES, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-55159
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460839941
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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39646 Fig Street
P.O. Box 1299
Crystal Springs, FL 33524
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code)
Copies to:
Andrea Cataneo, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
(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 2.02 Results of Operations and Financial Condition.
On August 12, 2014, CES Synergies, Inc. issued a press release announcing its financial results for the period ended June 30, 2014. The press release is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release
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.
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CES SYNERGIES, INC.
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Dated: August 15, 2014
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By:
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/s/ Sharon Rosenbauer
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Name: Sharon Rosenbauer
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Title: Chief Financial Officer
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Exhibit 99.1
CES SYNERGIES, INC. REPORTS SECOND QUARTER RESULTS; REVENUES GROW 38% WITH SIGNIFICANT GROSS MARGIN IMPROVEMENT
Crystal Springs, FL –August 12, 2014– CES Synergies, Inc. (OTCQB: CESX) announced results for the quarter and six months ended June 30, 2014.
Revenues for the three months ended June 30, 2014 were $4.7million, a 38% increase as compared to revenues of $3.4 million in the comparable 2013 period and a 24% increase sequentially, as compared to the first quarter of 2014. During the second quarter of 2014, remediation contributed $1.6 million to consolidated revenue and demolition contributed $3 million. Gross margin increased to 28% in the second quarter compared to 16% in the second quarter of 2013. The Company reported operating profit of $62,000 as compared to an operating loss of $362,000 in the second quarter of last year. CES recorded net income for the second quarter of 2014 of $138,000 or $0.003 per basic and diluted share.
For the six months ended June 30, 2014, CES recorded revenues of $8.5 million, an increase of 25% as compared to $6.8 million in the first six months of 2013. Remediation contributed $2.8 million to consolidated revenue and demolition contributed $5.5 million. Gross margin was 23% as compared to gross margin of 21% in the first half of 2013. The Company reported an operating loss of $0.5 million for the first six months of 2014 as compared to an operating loss of $0.3 million in the same period of 2013. CES reported a net loss of $0.4 million or a loss of ($0.009) per basic and diluted share for the first half of 2014.
Clyde A. Biston, Chairman and Chief Executive Officer of CES Synergies commented, “Our revenue growth and gross margin improvement in the quarter was driven by our demolition segment, which saw a 95% increase in revenues as compared to the second quarter of last year. We used fewer subcontractors and were able to lower job site and other indirect costs, enabling the Company to generate improved gross margin. With our combined remediation and demolition expertise, we believe we are uniquely qualified to pursue and win larger projects which will contribute to continued improved margin performance as compared to 2013.
“In support of our strategy to expand our geographical reach, during the quarter we added personnel to our sales team. The team brought in several new contracts including remediation projects for the Rivarde Juvenile Detention Facility in Louisiana, as well as demolition projects for the Louisiana Land Trust and for Jackson Barracks, a National Guard facility in New Orleans. Our pipeline remains strong and we believe we are well positioned to capitalize on the opportunities we’re seeing in the market,” Mr. Biston concluded.
About CESX: CES Synergies, Inc., through its subsidiary, Cross Environmental Services, Inc., is a specialty environmental services company providing quality environmental contracting solutions, demolition and remediation services to commercial and industrial customers, as well as federal, state and municipal entities. More information may be found at the Company’s website: www.crossenv.com.
This release contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934, and are made in reliance upon the protections provided by such Acts for forward-looking statements. We have identified forward-looking statements by using words such as "expect," "believe," and "should." Although we believe our expectations are reasonable, our operations involve a number of risks and uncertainties that are beyond our control, and these statements may turn out not to be true. Risk factors associated with our business, including some of the facts set forth herein, are detailed in the Company's Form SEC filings.
| Company Contact: |
Investor Contact: |
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John Tostanoski, President
CES Synergies, Inc.
(813) 783-1688
jt@crossenv.com
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John Nesbett/Jen Belodeau
Institutional Marketing Services (IMS)
(203) 972-9200
jnesbett@institutionalms.com
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CES Synergies and Subsidiaries
Consolidated Statements of Operations
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Three months
ended June 30,
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Six months ended
June 30,
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2014
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2013
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2014
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2013
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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Revenues
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$ |
4,680,854 |
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$ |
3,368,519 |
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$ |
8,493,439 |
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$ |
6,768,486 |
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Cost of sales
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3,353,800 |
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2,822,936 |
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6,513,875 |
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5,326,452 |
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Gross profit (loss)
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1,327,054 |
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545,583 |
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1,979,564 |
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1,442,033 |
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| General and administrative expenses |
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1,265,463 |
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907,386 |
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2,441,107 |
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1,702,157 |
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Operating Income
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61,591 |
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(361,803 |
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(461,543 |
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(260,124 |
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Other income (expense) net
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76,563 |
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(68,246 |
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24,441 |
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(103,478 |
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Net Profit (loss)
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$ |
138,154 |
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$ |
(430,049 |
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$ |
(437,102 |
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$ |
(363,602 |
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Earnings (loss) per basic and diluted share
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$ |
0.003 |
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$ |
(2688.00 |
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$ |
(0.009 |
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$ |
(2273.00 |
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Weighted average number of shares
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| outstanding – Basic and Diluted |
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46,549,000 |
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160 |
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46,549,000 |
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160 |
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CES Synergies, Inc. and Subsidiaries
Consolidated Balance Sheets
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June 30,
2013
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December 31,
2013
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| ASSETS |
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Current assets
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Cash
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$ |
315,090 |
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$ |
250,359 |
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Advances to employees
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13,087 |
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20,223 |
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Contracts receivable (net of allow. for bad debt)
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3,773,269 |
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3,965,709 |
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Inventory
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112,870 |
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153,990 |
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Cost and estimated earnings in excess of billings on uncompleted contracts
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696,449 |
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809,548 |
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| Total current assets |
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4,910,765 |
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5,199,829 |
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Property and equipment, net
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2,246,094 |
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2,160,818 |
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Goodwill
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1,446,855 |
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1,446,855 |
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Other assets
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7,414 |
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29,505 |
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TOTAL ASSETS
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$ |
8,611,128 |
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$ |
8,837,007 |
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities
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Accounts payable
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$ |
1,033,885 |
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$ |
1,260,709 |
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Accrued payroll
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24,946 |
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123,356 |
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Billings in excess of costs and estimated earnings on uncompleted contracts
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287,617 |
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518,612 |
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Current portion long-term debt
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666,556 |
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472,372 |
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| Total current liabilities |
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3,763,304 |
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2,375,049 |
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Long-term debt, net of current portion
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3,272,285 |
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4,731,468 |
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Total long-term liabilities
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3,272,285 |
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4,731,468 |
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Stockholders' equity
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Common stock, authorized $0.001 par value, 250,000,000 shares, at June 30, 2014; 75,000,000shares, at December 31, 2013
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| Issued: 46,686,500 shares, at June 30, 2014; and 46,525,000 shares, at December 31, 2013 |
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46,686 |
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46,525 |
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Treasury stock, 80 shares, at cost
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0 |
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(129,356 |
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Additional paid in capital
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1,243,692 |
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1,084,058 |
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Retained earnings
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285,161 |
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722,263 |
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| Total stockholders' equity |
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1,575,539 |
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1,730,490 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ |
8,611,128 |
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$ |
8,837,007 |
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