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 Act of 1934

 

Date of Report (Date of earliest event reported): March 8, 2018

 

 

Synthesis Energy Systems, Inc.
(Exact name of registrant as specified in its charter)

 

 

Delaware
(State or other jurisdiction
of incorporation)

 

 

001-33522
(Commission
File Number)

20-2110031
(I.R.S. Employer
Identification No.)

 

Three Riverway, Suite 300

Houston, Texas

(Address of principal executive offices)

 

77056

(Zip Code)

       

 

 

(713) 579-0600
(Registrant’s telephone number, including area code)

 

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 240.14-2(b))

 

[ ]       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On March 8, 2018, the board of directors (the “Board”) of Synthesis Energy Systems, Inc. (the “Company”) in accordance with the Company’s Certificate of Incorporation and Amended and Restated By-Laws, voted unanimously to expand the Board from seven directors to eight directors and to appoint Robert Anderson to fill the vacancy on the Board.

 

Mr. Anderson, age 60, is a seasoned commercial executive with over 25 years leading global sales and commercial teams for General Electric Energy. Prior to retiring from GE in June 2017, he most recently served as Vice President, GE Packaged Power, Inc. from February 2014 to June 2017. Concurrent with that role he was the GM, Global Sales for GE Aero Energy with strategic responsibility for a worldwide products and services team for their highly engineered aeroderivative gas turbine product. He has deep domain expertise structuring large project engineered transactions. Throughout his GE career, he held progressively responsible positions with assignments on Houston West Texas and Venezuela. As one of the original account managers of the business he helped grow the business from the tens of millions to the billions. Mr. Anderson is a graduated from the University of Texas with a BBA in International Business. He also holds a Diploma of Spanish Studies from the Universidad Complutense in Madrid. He is fluent in Spanish. Mr. Anderson has broad business experience which we believe will be an important addition to the Board.

 

The Company has also entered into an Indemnification Agreement with Mr. Anderson in the same form that the Company has entered into with its other executive officers and directors. There was no arrangement or understanding relating to Mr. Anderson’s appointment to the Board. The form of the Indemnification Agreement is incorporated herein by reference as Exhibit 10.1.

 

Item 7.01 Regulation FD Disclosure

 

In accordance with General Instruction B.2. of Form 8-K, the information presented under Item 7.01 of this Current Report on Form 8-K 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 expressly set forth by specific reference in such a filing.

 

On March 13, 2018, the Company presented at the 30th Annual ROTH Conference. A copy of the presentation materials is furnished as herewith as Exhibit 99.1 and is available on the Company’s website as www.synthesisenergy.com.

 

Item 8.01 Other Events.

 

On March 12, 2018, the Company issued a press release announcing the appointment of Mr. Anderson to the Board. A copy of the press release is filed herewith as Exhibit 99.2.

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

10.1Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2007).

99.1Investor Presentation – March 2018.**

99.2Press release dated March 12, 2018 relating to the appointment of Robert Anderson to the Company’s board of directors.*

 

* Filed herewith.

** Furnished herewith.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 thereunto duly authorized.

 

   Synthesis Energy Systems, Inc.
    
Dated: March 13, 2018  /s/ DeLome Fair
   DeLome Fair
   President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit Index

 

10.1Form of Indemnification Agreement between the Company and its officers and directors (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2007).

99.1Investor Presentation – March 2018.**

99.2Press release dated March 12, 2018 relating to the appointment of Robert Anderson to the Company’s board of directors.*

 

* Filed herewith.

** Furnished herewith.

Exhibit 99.1

 

Synthesis Energy Systems, Inc. 30 th Annual ROTH Conference March 2018 Clean | Economic | Sustainable Global Energy Growth With Blue Skies

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved Forward - Looking Statements This presentation includes "forward - looking statements" within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All statements other than statements of historical fact are forward - looking statements and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected . Although we believe that in making such forward - looking statements, our 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 by us . Among those risks, trends and uncertainties are the ability of Batchfire Resources Pty Ltd (“BFR”) and Australian Future Energy Pty Ltd (“AFE”) management to successfully grow and develop their Australian assets and operations, including Callide and Pentland ; the ability of AFE and BFR to produce earnings and pay dividends ; the ability of SES EnCoal Energy sp . z o . o . management to successfully grow and develop projects, assets and operations in Poland ; our ability to raise additional capital ; our indebtedness and the amount of cash required to service our indebtedness ; our ability to develop and expand business of the Tianwo - SES Joint Venture in the joint venture territory ; our ability to develop our power business unit and our other business verticals, including DRI steel, through our marketing arrangement with Midrex Technologies ; our ability to successfully develop our licensing business ; the ability of our project with Yima to produce earnings and pay dividends ; the economic conditions of countries where we are operating ; events or circumstances which result in an impairment of our assets ; our ability to reduce operating costs ; our ability to make distributions and repatriate earnings from our Chinese operations ; our ability to maintain our listing on the NASDAQ Stock Market ; our ability to successfully commercialize our technology at a larger scale and higher pressures ; commodity prices, including in particular coal, natural gas, crude oil, methanol and power ; the availability and terms of financing ; our customers’ and/or our ability to obtain the necessary approvals and permits for future projects ; our ability to estimate the sufficiency of existing capital resources ; the sufficiency of internal controls and procedures ; and our results of operations in countries outside of the U . S . , where we are continuing to pursue and develop projects . We cannot assure you that the assumptions upon which these statements are based will prove to be correct . Please refer to our latest Form 10 - K available on our website at www . synthesisenergy . com . 2

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved 3 CLEAN ENERGY PRODUCTION VARIETY OF ENERGY PRODUCTS UNIQUE TECHNOLOGY COMMERCIALLY PROVEN NEW PROJECTS COMING FORWARD ENVIRONMENTALLY SUPERIOR LOWER COST THAN LNG & CONVENTIONAL COAL Proven Technology, Low - Cost Clean Energy SES Yima Joint Venture Plant, China ̹ 2018 Synthesis Energy Systems, Inc. All Rights Reserved

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved Investment Highlights • Clean Energy Company – 2007 Nasdaq: SES • Unique Proven Technology – enables low - cost, clean synthesis gas energy production • Growing Asset Base – well - positioned to grow company value • Diversified Business Model – multiple channels for delivering financial results • Experienced Leadership – management and Board from Fortune 100 and top energy companies, plus long - established partnerships with regional experts 4 NASDAQ: SES As of Feb. 28, 2018 Market Cap $28.52 MM Shares Outstanding 10.97 MM Public Float 8.7 MM % Officers and Directors 4.2% % Held by Institutions 23.7%

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved OUTLOOK • Expanding 30% by 2040, population 7.4B to 9B • 1 in 5 people without electricity today • Rapid electrification of energy – wildcard • Renewables grow from 9% to 13% by 2040 • 30% increase in global gas demand by 2040 • Coal remains primary fuel for electricity in 2040 5 Global Energy SES BRINGS A UNIQUE, PROVEN SOLUTION TO ENERGY EXPENSIVE REGIONS OF THE WORLD ̹ 2018 Synthesis Energy Systems, Inc. All Rights Reserved Sources: 2017 World Energy Outlook, Cheniere 2017 Corp. Presentation, Industry Data and SES Internal Analysis CHALLENGES • High - growth regions lack low - cost gas • Renewables challenged to produce • Steady baseload power production • Transportation fuels & industrial energy • Global gas/LNG demand drives up price • Coal is abundant but needs cleaner solutions

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved 6 Our Technology CLEAN Superior environmental performance with low air emissions and water usage, and carbon capture capability EFFICIENT 98%+ Carbon Conversion 80%+ Cold Gas Efficiency Integrated heat utilization LOW CAPEX & OPEX Low - cost feedstock produces low - cost syngas Scalable and modular capable 20 MW to 500MW+ (Thermal) PROVEN Rooted in 40 years of development and 5 completed commercial operating facilities FLEXIBLE Converts coal, coal wastes, biomass, municipal wastes to synthesis gas (Syngas) VERSATILE Like natural gas, SES’s syngas can make chemicals, electric power, fertilizers, transportation fuels, and industrial energy

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved Target Markets x High - priced natural gas x Abundant low - cost coal and waste resources (1) x Need for cleaner utilization of indigenous coal Value Creation x Establish regional growth platform companies x Partnerships with strong local expertise x Leverage technology to secure lowest cost feedstocks x Supply technology plus build, own and operate projects x Enable low - cost producer projects Regional Growth Platforms x Develop attractive energy projects for investment x Raise project funds locally x Own coal and renewable energy resources x Secure 3 rd party projects for SES Technology supply 7 (1) Thermal coal, lignite and brown coal, coal wastes , biomass and municipal wastes (MSW, RDF, ASR) (2) Varies with project scale. Realized over 1 - year development and 2 - to 3 - year construction to start - up period Strategy and Business Model Top Line Revenue/Bottom Line Earnings $50MM - $150MM - Total Order Value Per Project (2) • Technology – Technology License Royalties • Services – Technology Engineering and Design • Equipment – Proprietary Technology Hardware Sales Equity Income Dividends • Joint Venture Project Operations • Ownership in Coal Mining Operations • Ownership in Growth Platforms

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved +5 Years China Australia Future Energy Batchfire Poland - SES EnCoal Energy SES Technologies +2 Years China Australia Future Energy Batchfire Poland - SES EnCoal Energy SES Technologies Current China Australia Future Energy Batchfire Poland - SES EnCoal Energy SES Technologies Positioned for Growth 8 BATCHFIRE RESOURCES SES TECHNOLOGIES AUSTRALIAN FUTURE ENERGY CHINA SES ENCOAL ENERGY - POLAND CURRENT +2 YEARS OUT +5 YEARS OUT ~$70 Million ~$320 Million ~$500 Million Projected (1) Value of Assets (Millions USD) Current +2 Years +5 Years Australia (AFE) 17 88 106 Batchfire 31 132 178 Poland (SEE) - 10 70 China 9 9 9 SES Technologies 15 85 143 (1) (1) (1) (1) Projections based on internal business plans and forecast for existing SES assets using risk weighted discounted NPV methodology. SES corporate overhead cost ~$6 million annually not included

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved • Spin - off from AFE founded in 2016 • Acquired 100% of Callide Coal Mine, Queensland • ~1.7B metric ton resource • ~230MM metric tons reserves • Current production: ~10MM metric tons annually • Potential for further expansion • Lowering costs to near bottom of global cost curve • Positive cash flow operations with coal sales of: • ~5.5MM metric tons: 1500MW Power Plant • ~1MM metric tons: domestic Gladstone • ~3.5MM metric tons exported to Asia – expanding • Significant asset of which SES owns 11.4% • Founded 2014, Brisbane HQ • Objective to grow a large - scale vertically integrated energy enterprise in Australia • SES holds 39% ownership of AFE • 3 focus projects in development now • 270MM metric ton Coal Resource • 280 MW Electric Power - Phase 1 • Syngas: Industrial Fuel & Ammonia • Estimated annual EBIDTA ~$260 Million • AFE anticipates holding ~50% of each project • First project revenue expected in 2020 9 Growth Platform 1 – Australia

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved • Initial Customer of Polish Platform • Tauron is a large Polish utility – 5.1GW capacity • Leading innovation for clean coal • Project 1: 200MW power boiler conversion • Convert coal boilers to syngas • Utilization of waste coals and municipal waste • Potential for multiple follow - on projects • SES Technology Package supply • SES’s Poland Platform Company • Formed Nov. 2017, Warsaw HQ • Large market with clean coal demand • Targets Polish waste coals to energy • Power, chemicals and industrial fuel • 4+ projects in early development • SES Technology supply order near - term • Longer term build, own and operate • SES owns 50% 10 Growth Platform 2 – Poland

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved Near - term Catalysts 1H 2018 (1) Poland Project 1: Completion of SES Technology License Australia Financing: AFE Funding Completion Australia Project 1: Permit filing 2H 2018 Australia Project 2: Completion of SES Technology License Australia Project 2: Permit Filing Poland Project 2: Completion of SES Technology License 1H 2019 Australia Projects 1 & 2: Receive Permits Australia Project 1: Project Debt and Equity Poland Project 1: Construction Start Poland Project 3: Completion of SES Technology License Additional Development Opportunities in Brazil, China and India (1) Calendar year 11

 

 

©2018 Synthesis Energy Systems, Inc., All Rights Reserved 12 Why Synthesis Energy Systems Now • Existing Valuable Assets with Rapid Growth Potential • Growing Global Demand in Clean Energy Sector • Unique Technology for Low - Cost Producer Energy Projects • Proven Technology with 5 Projects Completed • Regional Growth Platforms with Next Wave of Projects • Business Model for Top Line and Bottom Line Results • Owners in Existing Mining Operations Clean | Economic | Sustainable Global Energy Growth With Blue Skies ©2017 Synthesis Energy Systems, Inc., All Rights Reserved

 

 

Nasdaq: SES synthesisenergy.com Growth With Blue Skies Investor Relations: MDC GROUP Contact: David Castaneda, (414) 351 - 9758 IR@synthesisenergy.com

EdgarFiling

EXHIBIT 99.2

Synthesis Energy Systems Appoints Robert F. Anderson to its Board of Directors

HOUSTON, March 12, 2018 (GLOBE NEWSWIRE) -- Synthesis Energy Systems, Inc. (SES) (NASDAQ:SES), a global leader in the clean and efficient production of low-cost synthesis gas for high value energy and chemical products, announces the appointment of Mr. Robert F. Anderson to its Board of Directors. Mr. Anderson’s appointment brings the Company’s Board to eight directors, including six independent directors.  

Mr. Anderson brings to SES an extensive commercial and transactional background in the international electric power business, having led global sales teams for GE Corporation for 35 years, prior to his retirement in 2017 and, prior to GE, having grown the brand of Stewart & Stevenson. Most recently, he served as Vice President, GE Packaged Power Inc., and General Manager of GE’s Fast Power Americas with $1B in revenue. His tenure with GE also included serving as General Manager, Global Sales with strategic responsibility for a worldwide products and services sales force for GE Aero Energy in its aero-derivative gas turbine product line. In 2010, when GE Aero became part of GE Distributed Power, Mr. Anderson was the leader for sales of GE Aero Energy Americas. In this role, he was responsible for heading up the team that launched GE’s first installation of the high efficiency 100MW LMS100 aero-derivative gas turbine system at North Dakota’s Basin Electric Power Cooperative which provides electricity to nine states, and the first 50HZ, LMS100 aero-derivative turbines for Colbún, a leading electric power company, in Chile.

“It is very exciting to have Bob join the SES Board at this key time in our aggressive transformation to a more commercial enterprise now that we have completed demonstration of our technology’s leading performance in the clean energy arena over the last 10 years. I've known Bob for 27 years and he is a tenacious, hands-on pro at driving sales in the power sector. As a director and advisor who will work closely with our team, we believe Bob will help to speed up our commercial success in the current target markets of Eastern Europe, Australia and South America, all of which have important power sectors,” said Lorenzo Lamadrid, Chairman of Synthesis Energy Systems, Inc. “On behalf of the entire Board and executive team, we look forward to Bob's participation and guidance in our international expansion.”

DeLome Fair, President, CEO and Director of Synthesis Energy Systems, Inc., added: “Bob’s front-end expertise in energy industry project transactions is a welcomed addition to SES, and we are excited to have access to Bob’s deep experience in closing large- and small-scale energy project transactions.”

“I am excited to join Synthesis Energy Systems here in Houston. I look forward to working alongside my fellow directors and guiding the marketing team to help advance SES’s commercial projects and to maximize the financial opportunity for SES to create value for all stakeholders. I also look forward to applying my expertise and drive to help the team secure customer order commitments for their superior clean energy technology. There is a tremendous need for SES’s economic, efficient and environmentally responsible technology across multiple markets in regions with expensive or limited natural gas, and huge and growing energy demands. I believe that my commercial development background will be valuable to the Company, and I look forward to enhancing and building the global clean energy opportunity that SES’s technology represents,” said Mr. Anderson.

Mr. Anderson has a Bachelor of Business Administration in International Business from the University of Texas in Austin, and a diploma in Spanish studies from the Universidad Complutense in Madrid, Spain. He volunteers with Boy Scouts of America.

About Synthesis Energy Systems, Inc.

Synthesis Energy Systems (SES) is a Houston-based technology company focused on generating clean, high-value energy from low-cost and low-grade coal, biomass and municipal solid waste through its proprietary technology for conversion of these resources into a clean synthesis gas (syngas) and methane. SES’s proprietary technology enables the production of clean, low-cost power, industrial fuel gas, chemicals, fertilizers, transportation fuels, and substitute natural gas, replacing expensive natural gas-based energy. SES’s technology can also produce high-purity hydrogen for cleaner transportation fuels. SES enables greater fuel flexibility for both large-scale and efficient small- to medium-scale operations close to fuel sources. Fuel sources include low-rank, low-cost high ash, high moisture coals, which are significantly cheaper than higher grade coals, waste coals, biomass, and municipal solid waste feedstocks. SES: Growth With Blue Skies. For more information, please visit: www.synthesisenergy.com.

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 and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Although SES believes that in making such forward-looking statements our 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 by us. SES cannot assure you that the assumptions upon which these statements are based will prove to be correct. Please refer to our latest Form 10-K available on our website at www.synthesisenergy.com.

Contact:

MDC Group
Investor Relations:
David Castaneda
Arsen Mugurdumov
414.351.9758
IR@synthesisenergy.com

Media Relations:
Susan Roush
805.624.7624
PR@synthesisenergy.com