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8-K - FORM 8-K - SYNTHESIS ENERGY SYSTEMS INC | c24467e8vk.htm |
Exhibit 99.1
PRESS RELEASE |
Synthesis Energy Systems Announces First Quarter 2012 Financial Results
HOUSTON, November 9, 2011 Synthesis Energy Systems, Inc. (Nasdaq: SYMX) (the Company or
SES), a global energy and gasification technology company that provides products and solutions to
the energy and chemicals industries, announced today financial results and corporate highlights for
the first quarter of fiscal 2012, ended September 30, 2011.
During the first quarter, we continued to execute on our three pronged commercialization and value
creation strategy comprising technology licensing, equity partnerships, and participation in
low-cost coal resources, stated Robert Rigdon, President and CEO. Interest in our technology
continues to grow, as evidenced by the many discussions we are having with potential partners
regarding projects in China, India and other regions. These projects would utilize our
U-GAS® gasification technology and services to produce high value, clean-energy products
from low rank, low cost coals. We believe we are gaining momentum in the further adoption of our
technology in China as well as in India and other emerging markets.
Mr. Rigdon continued, Together with ZJX/China Energy and Yima, we are working through the
necessary steps to complete the $83.8 million strategic equity investment into SES.
Regarding our two projects in China, the ZZ Joint Venture is advancing a combined commercial and
technical solution that could create an improved operation for both the ZZ Joint Venture plant and
our syngas customer Hai Hua as well as encompass recovering the unpaid capacity fees from Hai Hua.
We believe this solution also has the potential to result in the ZZ Joint Venture achieving
improved profitability.
Lastly, the Yima Joint Venture project continues to progress with the construction of the syngas
production portion of the plant which is on track for a mid-2012 start up.
First Quarter 2012 Financial Results (Unaudited)
For the three months ended September 30, 2011, total revenues were $2.5 million, a 54% increase
over the $1.6 million reported in the prior-year period.
Product sales from the ZZ joint venture plant increased to $2.1 million for the three months ended
September 30, 2011, due to higher syngas production volume offset, in part, by no capacity fee
revenue. During May 2011, the plants customer, Hai Hua, did not pay the ZZ Joint Venture the
capacity fees due. The unpaid amount totals approximately $1.5 million as of September 30, 2011, of
which approximately $0.9 million was due during the quarter ended September 30, 2011. These
capacity fees have not yet been recognized by SES. The plant has continued to operate and provide
syngas to Hai Hua, and Hai Hua has paid for the energy fees and by-product sales due under the
contract. The Company is continuing to work with Hai Hua to resolve the capacity fee issue. For
the three months ended September 30, 2011 and 2010, the plant operated for 91% and 31% of the
period, respectively.
Technology licensing and related services revenues for the three months ended September 30, 2011
were $307,000 versus $205,000 for the three months ended September 30, 2010. The technology
licensing and related services revenues for the quarter ended September 30, 2011, resulted
primarily from coal testing at the ZZ Joint Venture plant and from engineering studies.
The Companys operating loss for the first quarter of fiscal 2012 was $4.4 million, versus $3.9
million reported for the first quarter of fiscal 2011. The increase in operating loss was primarily
attributable to the ZZ Joint Venture plants uncollected capacity fee payments.
The net loss attributable to stockholders for the first quarter of fiscal 2012 was $4.5 million, or
$0.09 per share, versus $3.7 million, or $0.08 per share, for the prior years first quarter.
As of September 30, 2011, SES had cash and cash equivalents of $27.7 million and working capital of
$23.1 million.
Corporate Update
| SES, Zhongjixuan Investment Management Company Ltd. (ZJX), China Energy
Industry Holding Group Co., Limited (China Energy) and Yima Coal Industry Group Co., Ltd.
(Yima) are advancing the required steps for completing the strategic equity investment into
SES. |
| SES and ZJX jointly begin early phase business development of opportunities in
China. |
| Construction of the Yima project continues to advance and is on track for a mid
2012 completion and start of syngas production. |
| SES is developing an integrated commercial and technical alternative for its ZZ
project that offers improved financial performance from the project and is seeking to gain
agreement from Hai Hua for joint implementation of the alternative. |
| The Company entered into negotiations for a syngas supply contract with Zaozhuang
Mining Group whereby the ZZ joint Venture plant would supply syngas for pilot testing of a new
syngas-to-glycol technology at a glycol pilot facility that would be built adjacent to our ZZ
plant. |
| SES advanced development of ammonia licensing opportunities in China. |
| SES Resource Solutions, a joint venture between SES and Midas Resources AG, is
actively engaged in business development for securing low quality coal resources whose value
can be unlocked through integration with SES U-GAS® technology projects. |
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| SES continues to actively pursue multiple business development opportunities to
commercialize the Companys U-GAS® gasification technology in India and develop a
business platform in the region. |
| SES presented and exhibited at the 2011 Gasification Technologies Conference in
San Francisco in October. |
Conference Call Information
Senior management will hold a conference call to review the Companys financial results for the
first quarter of 2012 and provide an update on corporate developments today at 8:30 a.m. Eastern
Time.
To access the live webcast, please log on to SES Website at www.synthesisenergy.com.
Alternatively, domestic callers may participate in the live conference call by dialing (800)
860-2442 and international callers should dial (412) 858-4600. An archived version of the webcast
will be available on SES website through December 9, 2011. A telephone replay of the conference
call will be available approximately one hour after the completion of the call through December 9,
2011. Domestic callers can access the replay by dialing (877) 344-7529. International callers
should dial (412) 317-0088. The PIN access number for the live call and the replay is 10006011#.
About Synthesis Energy Systems, Inc.
SES provides technology, equipment and engineering services for the conversion of low rank, low
cost coal and biomass feedstocks into energy and chemical products. Its strategy is to create
value through providing technology and equipment in regions where low rank coals and biomass
feedstocks can be profitably converted into high value products through its proprietary
U-GAS® fluidized bed gasification technology, which SES licenses from the Gas Technology
Institute. U-GAS® gasifies coal cost effectively, without many of the harmful emissions
normally associated with coal combustion plants. The primary advantages of U-GAS®
relative to other gasification technologies are (a) greater fuel flexibility provided by the
ability of SES to use all ranks of coal (including low rank, high ash and high moisture coals,
which are significantly cheaper than higher grade coals), many coal waste products and biomass feed
stocks; and (b) the ability of SES to operate efficiently on a smaller scale, which enables the
construction of plants more quickly, at a lower capital cost, and, in many cases, in closer
proximity to coal sources. SES currently has offices in Houston, Texas, and Shanghai, China. For
more information on SES, visit www.synthesisenergy.com or call (713) 579-0600.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact are forward-looking statements.
Forward-looking statements are subject to certain risks, trends and uncertainties that could cause
actual results to differ materially from those projected. Among those risks, trends and
uncertainties are the early stage of development of SES, its estimate of the sufficiency of
existing capital sources, its ability to successfully develop its licensing business, its ability
to raise additional capital to fund cash requirements for future investments and operations, its
ability to reduce operating
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costs, the limited history and viability of its technology, the effect of the current international
financial crisis on its business, commodity prices and the availability and terms of financing
opportunities, its results of operations in foreign countries and its ability to diversify, its
ability to maintain production from its first plant in the ZZ joint venture, its ability to
complete the expansion of the ZZ project, its ability to obtain the necessary approvals and permits
for its Yima project and other future projects, the estimated timetables for achieving mechanical
completion and commencing commercial operations for the Yima project, its ability to negotiate the
terms of the conversion of the Yima project from methanol to glycol, the sufficiency of internal
controls and procedures and the ability of SES to grow its business as a result of the ZJX and
Zuari transactions as well as its joint venture with Midas Resource Partners. Although SES believes
that in making such forward-looking statements its expectations are based upon reasonable
assumptions, such statements may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected. SES cannot assure you that the assumptions
upon which these statements are based will prove to have been correct.
Important Notice
In connection with the proposed ZJX/China Energy transaction, SES has filed a preliminary proxy
statement, and intends to file a definitive proxy statement, with the SEC and intends to mail the
definitive proxy statement to the stockholders of SES. SES and its directors and officers may be
deemed to be participants in the solicitation of proxies from the stockholders of SES in connection
with the transaction. Information about the transaction is set forth in the preliminary proxy
statement filed, and will be set forth in the definitive proxy statement to be filed by SES with
the SEC.
You may obtain the preliminary and, when available, definitive proxy statements for free by
visiting EDGAR on the SECs website at www.sec.gov. Investors should read the definitive proxy
statement carefully before making any voting or investment decision because that document will
contain important information.
- TABLES FOLLOW -
# # #
Synthesis Energy Systems, Inc.
Kevin Kelly
Chief Accounting Officer
(713) 579-0600
Kevin.Kelly@synthesisenergy.com
Kevin Kelly
Chief Accounting Officer
(713) 579-0600
Kevin.Kelly@synthesisenergy.com
MBS Value Partners, LLC
Matthew D. Haines
Managing Director
(212) 710-9686
Matt.Haines@mbsvalue.com
Matthew D. Haines
Managing Director
(212) 710-9686
Matt.Haines@mbsvalue.com
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SYNTHESIS ENERGY SYSTEMS, INC.
(A Development Stage Enterprise)
(A Development Stage Enterprise)
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended | ||||||||
September 30, | ||||||||
2011 | 2010 | |||||||
Revenue: |
||||||||
Product sales and other related parties. |
$ | 2,102 | $ | 1,417 | ||||
Technology licensing and related services |
307 | 205 | ||||||
Other |
86 | | ||||||
Total revenue |
2,495 | 1,622 | ||||||
Costs and Expenses: |
||||||||
Costs of sales and plant operating expenses |
3,204 | 1,307 | ||||||
General and administrative expenses |
2,958 | 3,186 | ||||||
Project and technical development expenses. |
67 | 85 | ||||||
Stock-based compensation expense |
67 | 227 | ||||||
Depreciation and amortization |
640 | 680 | ||||||
Total costs and expenses |
6,936 | 5,485 | ||||||
Operating loss |
(4,441 | ) | (3,863 | ) | ||||
Non-operating (income) expense: |
||||||||
Equity in losses of joint ventures |
432 | 54 | ||||||
Foreign currency gains |
(414 | ) | (255 | ) | ||||
Interest income |
(37 | ) | (39 | ) | ||||
Interest expense |
184 | 146 | ||||||
Net loss |
(4,606 | ) | (3,769 | ) | ||||
Less: net loss attributable to noncontrolling
interests |
66 | 27 | ||||||
Net loss attributable to stockholders |
$ | (4,540 | ) | $ | (3,742 | ) | ||
Net loss per share: |
||||||||
Basic and diluted |
$ | (0.09 | ) | $ | (0.08 | ) | ||
Weighted average common shares outstanding: |
||||||||
Basic and diluted |
50,858 | 48,352 | ||||||
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SYNTHESIS ENERGY SYSTEMS, INC.
(A Development Stage Enterprise)
(A Development Stage Enterprise)
Consolidated Balance Sheets
(In thousands)
(Unaudited)
(In thousands)
(Unaudited)
September 30, | June 30, | |||||||
2011 | 2011 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 27,675 | $ | 32,176 | ||||
Accounts receivable |
2,253 | 2,574 | ||||||
Prepaid expenses and other currents assets |
1,258 | 1,382 | ||||||
Inventory |
1,036 | 913 | ||||||
Total current assets |
32,222 | 37,045 | ||||||
Property, plant and equipment, net |
34,828 | 35,183 | ||||||
Intangible assets, net |
1,190 | 1,226 | ||||||
Investment in Yima joint ventures |
33,897 | 33,520 | ||||||
Other long-term assets |
3,560 | 3,000 | ||||||
Total assets |
$ | 105,697 | $ | 109,974 | ||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities: |
||||||||
Accrued expenses and accounts payable |
$ | 6,680 | $ | 6,113 | ||||
Current portion of long-term bank loan |
2,423 | 2,380 | ||||||
Total current liabilities |
9,103 | 8,493 | ||||||
Long-term bank loan |
3,572 | 4,697 | ||||||
Total liabilities |
12,675 | 13,190 | ||||||
Equity: |
||||||||
Common stock, $0.01 par value: 200,000
shares authorized: 50,861 and 50,850 shares
issued and outstanding, respectively |
509 | 509 | ||||||
Additional paid-in capital |
205,131 | 205,055 | ||||||
Deficit accumulated during development stage |
(116,452 | ) | (111,912 | ) | ||||
Accumulated other comprehensive income |
4,622 | 3,848 | ||||||
Total stockholders equity |
93,810 | 97,500 | ||||||
Noncontrolling interests in subsidiaries |
(788 | ) | (716 | ) | ||||
Total equity |
93,022 | 96,784 | ||||||
Total liabilities and equity |
$ | 105,697 | $ | 109,974 | ||||
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