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): February 3, 2004
SYNTROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-21911 | 73-1565725 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4322 South 49th West Avenue Tulsa, Oklahoma | 74107 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (918) 592-7900
| ITEM 5. | OTHER EVENTS AND REGULATION FD DISCLOSURE. |
Set forth below are the unaudited fourth quarter and year 2003 earnings, consolidated balance sheets and cash flow statements of Syntroleum Corporation (“Syntroleum”):
Syntroleum Corporation and Subsidiaries
Fourth Quarter and Year 2003 Earnings* (Unaudited)
| Fourth Quarter | Year Ended December 31, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Revenue | ||||||||||||||||
Joint Development | $ | 124 | $ | 1,744 | $ | 14,183 | $ | 9,621 | ||||||||
Catalyst Materials | 3,740 | — | 4,966 | — | ||||||||||||
Other | 35 | 1 | 91 | 25 | ||||||||||||
Total Revenue | 3,899 | 1,745 | 19,240 | 9,646 | ||||||||||||
Operating Expenses | ||||||||||||||||
DOE Catoosa Project | 3,634 | 5,566 | 21,843 | 12,606 | ||||||||||||
Catalyst Materials Cost | 3,486 | — | 7,886 | — | ||||||||||||
Sweetwater Project | — | — | — | 30,855 | ||||||||||||
R&D/Engineering | 1,904 | 3,012 | 8,221 | 15,558 | ||||||||||||
G&A and Other | 3,745 | 4,674 | 16,107 | 16,904 | ||||||||||||
Total Operating Expenses | 12,769 | 13,252 | 54,057 | 75,923 | ||||||||||||
Income (loss) from Operations | (8,870 | ) | (11,507 | ) | (34,817 | ) | (66,277 | ) | ||||||||
Investment and Interest Income | 351 | 311 | 1,310 | 1,063 | ||||||||||||
Other Income (Expense) | (2,127 | ) | (53 | ) | (2,438 | ) | (232 | ) | ||||||||
Taxes | (10 | ) | (18 | ) | (60 | ) | (66 | ) | ||||||||
Income (loss) from Continuing Operations | (10,656 | ) | (11,267 | ) | (36,005 | ) | (65,512 | ) | ||||||||
Income from Discontinued Real Estate Operations | (12 | ) | 128 | 216 | 332 | |||||||||||
Gain on Sale of Real Estate Operations | — | — | 1,151 | — | ||||||||||||
Net Earnings (loss) | $ | (10,668 | ) | $ | (11,139 | ) | $ | (34,638 | ) | $ | (65,180 | ) | ||||
Earnings (loss) Per Share (Basic and Diluted) |
| |||||||||||||||
Earnings (loss) from continuing operations | $ | (0.29 | ) | $ | (0.34 | ) | $ | (1.04 | ) | $ | (1.99 | ) | ||||
Earnings (loss) from discontinued real estate operations | $ | (0.00 | ) | $ | 0.00 | $ | 0.04 | $ | 0.01 | |||||||
Net Earnings (loss) | $ | (0.29 | ) | $ | (0.34 | ) | $ | (1.00 | ) | $ | (1.98 | ) | ||||
Weighted Average Shares Outstanding | 37,480 | 32,760 | 34,684 | 32,995 | ||||||||||||
| * | All numbers in thousands except earnings per share. |
Syntroleum Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
December 31, 2003 | December 31, 2002 | |||||||
| (thousands) | (thousands) | |||||||
Assets | ||||||||
Cash and Cash Equivalents | $ | 32,695 | $ | 14,611 | ||||
Other Current Assets | 19,108 | 5,815 | ||||||
Total Non-current Assets | 15,432 | 36,714 | ||||||
Total Assets | $ | 67,235 | $ | 57,140 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current Liabilities | $ | 5,620 | $ | 6,800 | ||||
Current maturities of debt and deferred credit | 13,546 | — | ||||||
Current maturities of convertible debt | 21,842 | — | ||||||
Non-current Liabilities | 78 | 283 | ||||||
Long-term Debt | — | 1,432 | ||||||
Convertible Debt | — | 4,466 | ||||||
Deferred Credit | — | 9,829 | ||||||
Deferred Revenue | 38,273 | 35,875 | ||||||
Minority Interests | 706 | 2,445 | ||||||
Total Liabilities | 80,065 | 61,130 | ||||||
Total Stockholders’ Equity | (12,830 | ) | (3,990 | ) | ||||
Total Liabilities and Stockholders’ Equity | $ | 67,235 | $ | 57,140 | ||||
Syntroleum Corporation and Subsidiaries
Cash Flow Statements (Unaudited) (Amounts in thousands)
| Year Ended December 31, | ||||||||
| 2003 | 2002 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net Income (Loss) | $ | (34,638 | ) | $ | (65,180 | ) | ||
Adjustments to reconcile net income (loss): | ||||||||
Minority interest in subsidiaries | (1,679 | ) | (341 | ) | ||||
Depreciation and amortization | 714 | 795 | ||||||
Foreign currency exchange | 7,893 | 1,649 | ||||||
Write down of Sweetwater plant | — | 30,855 | ||||||
Gain on sale of assets and real estate | (1,586 | ) | — | |||||
Other | 1,128 | 1,158 | ||||||
Changes in assets and liabilities | 6,242 | (557 | ) | |||||
Net cash flows from operating activities | (21,926 | ) | (31,621 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | (897 | ) | (392 | ) | ||||
Proceeds from sale of assets | 3,670 | — | ||||||
Other | 74 | 10 | ||||||
Net cash flows from investing activities | 2,847 | (382 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from equity issuances | 24,272 | — | ||||||
Minority interest distribution | (60 | ) | — | |||||
Proceeds from convertible debt and long term debt | 17,376 | 4,584 | ||||||
Proceeds from settlement of officer note receivable | 1,441 | (1,141 | ) | |||||
Net cash flows from financing activities | 43,029 | 3,443 | ||||||
FOREIGN EXCHANGE EFFECT ON CASH | (5,866 | ) | (1,566 | ) | ||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 18,084 | (30,126 | ) | |||||
CASH AND CASH EQUIVALENTS, beginning of year | 14,611 | 44,737 | ||||||
CASH AND CASH EQUIVALENTS, end of year | $ | 32,695 | $ | 14,611 | ||||
| ITEM 7. | FINANCIAL STATEMENTS AND EXHIBITS. |
The exhibit listed below is furnished pursuant to Item 12 of this Form 8-K.
| (c) | Exhibits. | |
| 99.1 | Press Release issued February 3, 2004 regarding Syntroleum Corporation’s fourth quarter and fiscal year 2003 earnings. | |
| ITEM 12. | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On February 3, 2004, Syntroleum reported fourth quarter and fiscal year 2003 earnings. For additional information regarding Syntroleum’s fourth quarter and fiscal year 2003 earnings, please refer to Syntroleum’s press release attached to this report as Exhibit 99.1, which is incorporated by reference herein.
The information being furnished pursuant to Item 12 of this Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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 hereunto duly authorized.
SYNTROLEUM CORPORATION | ||||||||
| Date: | February 3, 2004 | By: | /s/ Larry J. Weick | |||||
Larry J. Weick Senior Vice President and | ||||||||
EXHIBIT INDEX
EXHIBIT NUMBER | EXHIBIT DESCRIPTION | |
| 99.1 | Press Release issued February 3, 2004 regarding Syntroleum Corporation’s fourth quarter and fiscal year 2003 earnings | |
