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 4, 2014

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Florida		000-30392		13-4172059
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 Progress Drive

Montgomeryville, PA 18936

(Address of principal executive offices)

Registrant’s telephone number, including area code: (905) 695-4142 and (215) 699-0730

Not applicable.

(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):

	\|_\|	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	\|_\|	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	\|_\|	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	\|_\|	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 4, 2014, Environmental Solutions Worldwide, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of fiscal 2014. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The foregoing shall not constitute an offer to sell or the solicitation of an offer to buy securities.

The Company’s press release, in addition to containing results that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), supplements the Company’s reported GAAP financial information with “EBITDA” (defined by the Company as earnings before interest on promissory notes payable, income tax expense, depreciation), which constitutes a “non-GAAP financial measure” as that term is defined by the rules of the Securities and Exchange Commission (the “SEC”). The Company’s press release includes the most directly comparable financial measures calculated and presented in accordance with GAAP, information reconciling EBITDA to the applicable GAAP financial measures, a statement disclosing the reasons why the Company’s management believes that presentation of EBITDA provides useful information to investors regarding the Company’s financial condition and results of operations.

EBITDA is not in accordance with, or an alternative to, net income, and may be different from non-GAAP measures used by other companies. In addition, EBITDA is not based on any comprehensive set of accounting rules or principles. This adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP. EBITDA should not be considered in isolation of, as a substitute for, or superior to, the financial information prepared in accordance with GAAP. EBITDA as defined in the press release may differ from similarly titled measures presented by other companies. EBITDA, as well as other information in the press release, should be read in conjunction with the Company’s financial statements filed with the SEC.

NOTE: This information is being furnished under Item 2.02 (Results of Operations and Financial Condition) of Form 8-K and 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, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of Environmental Solutions Worldwide, Inc., dated August 4, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. (Registrant)

Date: August 4, 2014	By:	/s/ Praveen Nair
		Praveen Nair Chief Financial Officer

ESW Group® Reports Q2 2014 Results

Achieves Strong Q2 Revenues (up 144% vs. Q2 2013) and EBITDA

MONTGOMERYVILLE, PA — August 4, 2014 —Environmental Solutions Worldwide, Inc. (“ESW”) (OTCQB: ESWW) today reported financial results for the six and three month periods ended June 30, 2014.

SECOND QUARTER 2014 RESULTS

Revenues for the six month periods ended June 30, 2014 increased 217% to $15.04 million compared to $4.75 million for the six month periods ended June 30, 2013.

Revenues for the three month periods ended June 30, 2014 increased 144% to $8.04 million compared to $3.29 million for the three month periods ended June 30, 2013.

EBITDA₍₁₎ for the six month period ended June 30, 2014 was $4.45 million compared to a negative EBITDA₍₁₎ of $1.18 million for the six month period ended June 30, 2013.

ESW ended the second quarter with approximately $6.57 million in cash.

Key financial results for Q2 2014 versus Q2 2013 are set forth in the following table. Reconciliations of EBITDA₍₁₎ to their nearest comparable GAAP financial measures are attached to this Press Release.

	SIX MONTH PERIOD ENDED JUNE 30,
	2014	2013	% Change
Revenues	$15,035,545	$4,745,345	217%
EBITDA(1)	$4,454,762	$(1,178,507)	NM₍₂₎
Net Cash Generated from (Used in) Operating Activities	$2,738,825	$(2,244,935)	NM₍₂₎

Notes:

(1)		EBITDA is defined as earnings before interest on promissory notes payable, income tax expense, depreciation and the items used to reconcile GAAP to adjusted non-GAAP financial measures, including (1) allowance for doubtful accounts (2) stock-based compensation, (3) amortization of discount on promissory notes payable and (4) change in fair value of conversion option derivative liability (5) warranty provision, (6) recovery on disposal of inventory, (7) gain on sale of property, plant and equipment and (8) loss on write down of inventory. EBITDA amounts are not meant as a substitute for GAAP, but are solely for informational purposes.
(2)		Not meaningful, as, the prior year period amount was negative.

About Environmental Solutions Worldwide, Inc.

Headquartered in Montgomeryville, PA, Environmental Solutions Worldwide, Inc., through its wholly owned subsidiaries ESW America, Inc., Technology Fabricators Inc., ESW Technologies Inc., ESW CleanTech, Inc., and ESW Canada, Inc. (together, “ESW Group®” ), is engaged in the design, development, manufacturing and sales of diesel emission control technologies focused on the medium and heavy duty diesel market. ESW also provides emissions testing and environmental certification services with its primary focus on the North American on-road and off-road diesel engine, chassis and after-treatment market. For updated information, please visit ESW’s websites at:

www.eswgroup.com

http://eswamerica.com/

Or follow us on:

Forward-Looking Statements

This press release and any related calls or discussions may contain forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release any modifications or revisions to these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we caution investors that actual financial and operating results may differ materially from those projected in forward-looking statements made by, or on behalf of, us. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements, as described in more detail in the Company’s SEC reports and filings.

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” “plan,” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended, or planned. We assume no obligation to and do not intend to update these forward-looking statements.

FOR MORE INFORMATION CONTACT: Environmental Solutions Worldwide, Inc.

Email: Investor-relations@cleanerfuture.com or visit www.eswgroup.com

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS

			JUNE 30,	DECEMBER 31,
			2014	2013
			(Unaudited)
ASSETS

Current Assets
	Cash and cash equivalents (Note 4)		$ 6,565,778	$ 4,077,096
	Accounts receivable, net of allowance
		for doubtful accounts of $283,682 (2013 - $250,862) (Note 2)	3,097,024	1,888,511
	Inventory, net of reserve of $221,357 (2013 - $246,509) (Note 5)		3,844,110	3,693,367
	Prepaid expenses and other assets (Note 13)		657,162	750,835

		Total current assets	14,164,074	10,409,809

Equipment under construction (Note 6)			314,847	431,022

Property, plant and equipment, net of accumulated
	depreciation of $3,502,723 (2013 - $3,294,168) (Note 6)		1,838,184	1,574,181

			$ 16,317,105	$ 12,415,012

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
	Accounts payable (Notes 12 and 16)		$ 1,337,081	$ 1,656,379
	Accrued liabilities (Notes 8 and 12)		927,252	1,007,920
	Warranty provision (Note 13)		1,841,263	1,723,769
	Customer deposits		206,924	124,645
	Current portion of loan payable (Note 7)		70,666	71,022
		Total current liabilities	4,383,186	4,583,735

Long-term Liabilities
	Senior secured convertible promissory notes payable (Note 8)		2,412,193	2,146,780
	Conversion option derivative liability (Note 9)		2,921,551	1,131,745
	Loan payable (Note 7)		298,296	333,185

		Total long-term liabilities	5,632,040	3,611,710

		Total liabilities	10,015,226	8,195,445

Commitments and Contingencies (Note 13)

Stockholders' Equity (Note 11)
	Common stock, $0.001 par value, 250,000,000
		shares authorized; 131,526 (2013 - 125,742)
		shares issued and outstanding	$ 131	125
	Additional paid-in capital		57,815,327	57,541,924
	Shares to be issued (Note 11)		57,163	-
	Accumulated other comprehensive income		344,183	344,183
	Accumulated deficit		(51,914,925)	(53,666,665)

		Total stockholders' equity	6,301,879	4,219,567

			$ 16,317,105	$ 12,415,012

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)
FOR THE SIX AND THREE MONTH PERIODS ENDED JUNE 30,
(Unaudited)

		SIX MONTH PERIOD ENDED JUNE 30,		THREE MONTH PERIOD ENDED JUNE 30,
		2014	2013	2014	2013

Revenue (Notes 2 and 16)		$ 15,035,545	$ 4,745,345	$ 8,039,961	$ 3,289,503

Cost of revenue (Notes 2, 5, 6 and 13)		7,629,988	4,953,625	4,194,834	3,864,780

Gross profit		7,405,557	(208,280)	3,845,127	(575,277)

Operating expenses
	Marketing, office and general expenses (Note 7)	2,335,082	2,137,526	1,168,986	1,370,131
	Officers' compensation and directors' fees (Notes 11 and 12)	430,072	435,707	208,249	130,494
	Research and development costs (Notes 2 and 6)	353,066	240,611	176,329	158,871
	Consulting and professional fees (Note 12)	207,779	279,499	59,356	212,382
	Depreciation (Note 6)	28,981	112,578	2,362	57,458
	Foreign exchange (gain) / loss	(4,812)	11,180	4,489	3,068

		3,350,168	3,217,101	1,619,771	1,932,404

Income / (loss) from operations		4,055,389	(3,425,381)	2,225,356	(2,507,681)

Interest on convertible promissory notes payable (Notes 8 and 12)		(258,725)	(72,311)	(130,203)	(68,811)
Accretion of discount on convertible promissory notes payable (Note 8)		(199,566)	(46,437)	(104,792)	(44,381)
Change in fair value of conversion option derivative liability (Note 9)		(1,733,168)	(1,038,323)	(547,653)	(1,330,893)

Net income / (loss) before provision for income taxes		1,863,930	(4,582,452)	1,442,708	(3,951,766)
	Income taxes (Note 10)	112,190	-	112,190	-

Net income / (loss) and comprehensive income / (loss)		$ 1,751,740	$ (4,582,452)	$ 1,330,518	$ (3,951,766)

Net earnings / (loss) per share (Note 15)
	Basic	$ 13.65	$ (40.44)	$ 10.17	$ (34.71)
	Fully diluted	$ 12.88	$ (40.44)	$ 9.60	$ (34.71)

Weighted average number of shares outstanding (Note 15)
	Basic	128,323	113,304	130,875	113,845
	Fully diluted	136,021	113,304	138,573	113,845

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED JUNE 30,
(Unaudited)
		2014	2013

Net income / (loss)		$ 1,751,740	$ (4,582,452)

Adjustments to reconcile net income / (loss) to net cash
	used in operating activities:
	Depreciation (Note 6)	208,556	339,019
	Interest on promissory notes payable	258,725	72,311
	Amortization of discount on promissory notes payable	199,566	46,437
	Change in fair value of conversion option derivative liability	1,733,168	1,038,323
	Stock-based compensation	74,272	172,953
	Allowance for doubtful accounts	32,820	-
	Warranty provision	117,494	1,504,900
	Loss on write down of inventory	-	230,002
	Recovery on disposal of inventory	(14,769)	-
	Gain on sale of property, plant and equipment	(19,000)	-

		2,590,832	3,403,945
Decrease in cash flows from operating
	activities resulting from changes in:
	Accounts receivable	(1,241,333)	276,626
	Inventory	(135,974)	(1,241,289)
	Prepaid expenses and other assets	93,673	(252,511)
	Accounts payable and accrued liabilities	(402,392)	133,014
	Customer deposits	82,279	17,732

		(1,603,747)	(1,066,428)

Net cash generated from / (used in) operating activities		2,738,825	(2,244,935)

Investing activities:
	Proceeds from sale of property, plant and equipment	19,000	-
	Acquisition of patent and trademarks	-	(42,000)
	Acquisition of property, plant and equipment	(300,405)	(275,688)
	Additions to property, plant and equipment under construction	(55,979)	(55,118)

Net cash used in investing activities		(337,384)	(372,806)

Financing activities:
	Proceeds from notes payable	122,486	5,000,000
	Payment for fractional shares	-	(51,516)
	Repayment of loan payable	(35,245)	(34,204)

Net cash provided by financing activities		87,241	4,914,280

Net change in cash and equivalents		2,488,682	2,296,539

Cash and cash equivalents, beginning of period		4,077,096	253,998

Cash and cash equivalents, end of period		$ 6,565,778	$ 2,550,537

Supplemental disclosures:
	Cash interest paid	$ 5,843	$ 6,884
	Property, plant and equipment included in accounts payable	$ -	$ 80,234
	Interest paid in common stock	$ 256,300	$ -
	Transfer from equipment under construction to property, plant and equipment	$ 415,732	$ -

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
NET INCOME TO EBITDA RECONCILIATION
SIX MONTHS ENDED JUNE 30, 2014 AND 2013
(UNAUDITED)

The following table sets forth a reconciliation of EBITDA to net income, the most directly comparable GAAP financial measure.

	SIX MONTHS ENDED JUNE 30,
	2014		2013

Net income / (loss)	$	1,751,740	$	(4,582,452)
Plus:
Interest on promissory notes payable		258,725		72,311
Income tax expense		112,190		-
Depreciation		208,556		339,019
Reconciliation of GAAP to adjusted non-GAAP financial measures:
Allowance for doubtful accounts		32,820		-
Stock-based compensation		74,272		172,953
Amortization of discount on promissory notes payable		199,566		46,437
Change in fair value of conversion option derivative liability		1,733,168		1,038,323
Warranty provision		117,494		1,504,900
Recovery on disposal of inventory		(14,769)		-
Gain on sale of property, plant and equipment		(19,000)		-
Loss on write down of inventory		-		230,002
EBITDA	$	4,454,762	$	(1,178,507)

EBITDA as calculated above represents earnings before interest on promissory notes payable, income tax expense, depreciation and the items used to reconcile GAAP to adjusted non-GAAP financial measures, including (1) allowance for doubtful accounts (2) stock-based compensation, (3) amortization of discount on promissory notes payable and (4) change in fair value of conversion option derivative liability, (5) warranty provision, (6) recovery on disposal of inventory, (7) gain on sale of property, plant and equipment and (8) loss on write down of inventory. We disclose EBITDA as a supplemental non-GAAP financial performance measure as we believe it is a useful metric by which to compare the performance of our business from period to period. We understand that measures similar to EBITDA are broadly used by analysts, rating agencies and investors in assessing our performance. Accordingly, we believe that the presentation of EBITDA provides useful information to investors.

EBITDA is not in accordance with, or an alternative to, net income, and may be different from non-GAAP measures used by other companies. In addition, EBITDA is not based on any comprehensive set of accounting rules or principles. This adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated our results of operations determined in accordance with GAAP. EBITDA should not be considered in isolation of, as a substitute for, or superior to, any financial information prepared in accordance with GAAP. EBITDA as defined herein may differ from similarly titled measures presented by other companies. EBITDA, as well as other information in this press release, should be read in conjunction with our financial statements filed with the SEC.

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