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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 8, 2006
Ormat Technologies, Inc.
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(Exact
name of registrant as specified in its
charter)
Commission File No. 001-32347
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Delaware |
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No. 88-0326081 | ||||
(State of Incorporation) |
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(I.R.S.
Employer
Identification No.) |
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980 Greg Street, Sparks, Nevada |
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89431 | ||||
(Address of principal executive offices) |
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(Zip code) | ||||
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Not
Applicable
(Former name or
former address, if changed since last
report)
Registrant's telephone number, including area code: (775) 356-9029
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))
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TABLE OF CONTENTS
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Item 2.02 |
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Results of Operations and Financial Condition | ||||
Item 9.01 |
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Financial Statements and Exhibits | ||||
Signatures |
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Exhibit Index |
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Exhibit 99.1 |
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Ex-99.1 |
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Press Release | ||||
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2
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02. Results of Operations and Financial Condition.
On March 7, 2006, Ormat Technologies, Inc. (the "Registrant") reported its earnings for its fourth fiscal quarter and fiscal year ended December 31, 2005. A copy of the Registrant's press release containing this information is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed ‘‘filed’’ for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section, 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.
The Registrant is making reference to non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is furnished as part of this report on Form 8-K:
99.1 Press release of the Registrant dated March 7, 2006 containing financial information for its fourth fiscal quarter and fiscal year ended December 31, 2005.
Safe Harbor Statement
Information provided in this report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are ‘‘forward-looking statements’’ as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Registrant’s plans, objectives and expectations for future operations and are based upon management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see ‘‘Risk Factors’’ as described in the Registrant's Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 12, 2005 and Form S-3 filed with the Securities and Exchange Commission on January 17, 2006.
These forward-looking statements are made only as of the date hereof, and the Registrant undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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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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ORMAT TECHNOLOGIES, INC.
(Registrant) |
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By |
/s/ Yehudit
Bronicki
Yehudit Bronicki Chief Executive Officer |
Date: March 8, 2006
4
EXHIBIT INDEX
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Exhibit
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Description | ||||
99.1 |
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Press Release of Registrant dated March 7, 2006 | ||||
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5
[ORMAT(R) LOGO] PRESS RELEASE FOR IMMEDIATE RELEASE Ormat Technologies Contact: Investor Relations Contact Dita Bronicki Jeff Corbin/Todd Fromer CEO and President KCSA Worldwide +1-775-356-9029 212-896-1214/212-896-1215 DBRONICKI@ORMAT.COM JCORBIN@KCSA.COM / TFROMER@KCSA.COM ORMAT TECHNOLOGIES, INC. REPORTS FOURTH QUARTER 2005 AND YEAR-END RESULTS Record Revenues of $238.0 Million for the year ended 2005 an 8.6% increase over 2004; Operating Income increases 2.3% to $63.9 Million in 2005 from $62.4 Million; Company announces quarterly cash dividend of $0.03 per share SPARKS, NEVADA, MARCH 7, 2006 -- ORMAT Technologies, Inc. (NYSE: ORA) today announced financial results for the fourth quarter and full year ended December 31, 2005. For the fourth quarter, total revenues were $58.8 million as compared to $56.2 million for the same period in 2004, an increase of 4.5%. Electricity segment revenues for the fourth quarter were $43.1 million, an increase of 8.4% as compared to $39.8 million during the same period in 2004. The increase in revenues was primarily attributed to higher energy rates for power supplied under the power purchase agreement for the Puna project. Net loss for the quarter ended December 31, 2005 was $(5.1) million or $(0.16) per share of common stock as compared with net income of $4.7 million or $0.17 per share of common stock during the same period in 2004. The Company's net loss in the fourth quarter was attributable to the Company's decision to refinance the debt of the Heber project provided under a Credit Agreement with Beal Bank, in order to reduce the Company's future interest expense, which will have a positive effect on future earnings and cash flows. As a result, the Company incurred a one-time, non-recurring charge of $16.6 million ($10.3 million after-tax). There were 31.6 million weighted average shares outstanding during the fourth quarter of 2005 and 28.0 million during the same period in 2004. For the quarter ended December 31, 2005, the Company's gross margin was 36.4% compared to 35.3% during the same period in 2004. Operating income for the quarter ended December 31, 2005 was $13.8 million as compared with $14.3 million for the same period in 2004. The reduction in operating income is primarily attributed to an increase in operating expenses necessary to meet compliance with Sarbanes-Oxley, net lease expense related to the Puna refinancing, and an increase in research and development costs. Operating income for the quarter ended December 31, 2004, includes a non-recurring gain of $0.9 million related to the sale of certain geothermal asset.Adjusted EBITDA for the quarter ended December 31, 2005 was $26.2 million as compared with $26.7 million for the same period in 2004. Adjusted EBITDA includes consolidated EBITDA and the Company's share in the operating income and depreciation and amortization totaling $3.4 million and $3.8 million for the quarters ended December 31, 2005 and 2004, respectively, related to the Company's unconsolidated investment interest of 50% in the Mammoth project in California and 80% in the Leyte project in the Philippines. The reconciliation of GAAP net income to Adjusted EBITDA is set forth below in this release. For the year ended December 31, 2005, total revenues were $238.0 million, an 8.6% increase over total revenues of $219.2 million for the year ended December 31, 2004. Net income for the year ended December 31, 2005 was $15.2 million or $0.48 per share of common stock as compared with $17.8 million or $0.72 per share of common stock for the year ended December 31, 2004. The reduction in net income in the year ended December 31, 2005 was attributable to the Company's decision to refinance the debt of the Heber project provided under a Credit Agreement with Beal Bank, in order to reduce the Company's future interest expense, which will have a positive effect on future earnings and cash flows. As a result, the Company incurred a one-time, non-recurring charge of $16.6 million ($10.3 million after-tax). There were 31.6 million weighted average shares outstanding during 2005 and 24.8 million during 2004. For the year ended December 31, 2005, the Company's gross margin was 37.5% compared to 37.9% for the year ended December 31, 2004. Operating income for the year ended December 31, 2005, was $63.9 million as compared with $62.4 million for the same period in 2004, an increase of 2.3%. Adjusted EBITDA for the year ended December 31, 2005, was $115.2 million as compared with $109.6 million for the year ended December 31, 2004. Adjusted EBITDA includes consolidated EBITDA and the Company's share in the operating income and depreciation and amortization totaling $16.5 million and $14.6 million for the years ended December 31, 2005 and 2004, respectively, related to the Company's unconsolidated investment interest of 50% in the Mammoth project in California and 80% in the Leyte project in the Philippines. The reconciliation of GAAP net income to Adjusted EBITDA is set forth below in this release. As of December 31, 2005, the Company had cash, cash equivalents and marketable securities, net of short-term bank credit of $66.5 million compared to $125.9 million as of December 31, 2004. The decrease in the Company's cash position was principally due to the combination of capital expenditures and the repayment of long-term debt, primarily offset by an increase of $83.0 million as a result of the Puna refinancing in May and December 2005. On March 7, 2006, Ormat's Board of Directors approved the payment of a quarterly cash dividend of $0.03 per share pursuant to the Company's dividend policy, which targets an annual payout ratio of at least 20% of the Company's net income, subject to Board approval. Although the Company suffered a loss in the fourth quarter, the Board approved a dividend payment that is equal to the dividend paid in the previous quarter. The Company expects that this loss will be compensated in future periods by lower interest expenses. The dividend will be paid on April 4, 2006 to shareholders of record as of the close of business on March 28, 2006. The Company expects to pay a dividend of $0.04 per share, in the next three quarters as well. Commenting on the results, Dita Bronicki, President and Chief Executive Officer of Ormat said, "2005 was a successful and defining year for Ormat. Our results were in-line with our expectations and we met and exceeded important operational goals including the completion of enhancements and additional construction at several of our major projects. We also completed our first full year as a public company and celebrated our 40th anniversary in the renewable energy business." "We continued to benefit from higher prices paid for electricity produced in Puna, and we further extended our organic growth momentum, increasing our net ownership interest in generating capacity by 21 MW. Included in this total are 13 MW attributable to the Burdette geothermal power plant in Nevada, a new plant that came online this past November, and 8 MW resulting from improvements to Ormat's existing geothermal projects." Ms. Bronicki continued, "Accomplishments in our recovered energy generation and products segments complemented our success in electricity. During the year, we announced several key contract wins including a new geothermal power plant in the Azores. More importantly, we announced several new orders and power purchase agreements for Recovered Energy Generation, including a new order from a western Canada pipeline company and an order from a cement plant in India. We also entered into two recovered energy agreements for electricity generated from recovered energy plants that Ormat is constructing along pipelines in the Midwestern United States and Washington State, respectively. "In January 2006, we reached an agreement with the U.S. Navy for the use of their geothermal property for the construction of a new geothermal facility. This agreement, together with other leases that we secured during the year, increased the base upon which we will increase the pace of our organic growth beyond 2007." Commenting on the outlook for 2006, Ms. Bronicki said, "We expect to complete construction of Desert Peak 2 in Nevada and Amatitlan in Guatemala, which together will add 35 MW to our electricity business. We also expect to add an additional 24 MW from enhancements to Mammoth, Ormesa and Galena. Additionally, we have commenced construction on the 22 MW OREG 1 project, the recovered energy project located along a Midwestern pipeline. These enhancements and construction projects represent a robust addition to our overall business and serve to further strengthen our foothold in the renewable energy sector." "We expect our 2006 electricity segment revenue to be approximately $195 million. We also expect an additional $18 million of revenue from our share of electricity revenue generated by subsidiaries which are accounted for under the equity method. With regard to our products segment, we currently expect that our 2006 revenue will be between $60 million and $70 million." CONFERENCE CALL DETAILS Ormat will host a conference call to discuss its financial results and other matters discussed in this press release at 9:00 a.m. U.S. E.S.T. on Wednesday, March 8, 2006. The call will be available as a live, listen-only webcast at www.ormat.com . A 30-day archive of the webcast will be available approximately 2 hours after the conclusion of the live call. To listen to a replay, please call 1-877-519-4471 in the United States and Canada and 1-973-341-3080 for international callers and utilize code 7028002. ABOUT ORMAT TECHNOLOGIES Ormat Technologies, Inc. is a vertically integrated company primarily engaged in the geothermal and recovered energy power business. The Company designs, develops, builds, owns and operates geothermal power plants. It also designs, develops and builds, and plans to own and operate, recovered energy-based power plants. Additionally, the Company designs, manufactures and sells geothermal and recovered energy power units and other power generating equipment, and provides related services. Ormat products and systems are covered by more than 70 patents. Ormat currently has operations in the United States, Israel, the Philippines, Guatemala, Kenya, and Nicaragua. SAFE HARBOR STATEMENT Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to Ormat's plans, objectives and expectations for future operations and are based upon management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see "Risk Factors" as described in the Company's Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 12, 2005 and Form S-3 filed with the Securities and Exchange Commission on January 17, 2006. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. ABOUT NON - GAAP FINANCIAL MEASURES This press release includes a financial measure defined as a non-GAAP financial measure by the Securities and Exchange Commission: adjusted EBITDA. This measure may be different from non-GAAP financial measures used by other companies. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management of Ormat Technologies, Inc. believes that adjusted EBITDA provides meaningful supplemental information that both management and investors benefit from in assessing Ormat Technologies' ability to service and/or incur debt. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND TWELVE MONTH PERIODS ENDED DECEMBER 31, 2005 AND 2004 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ------------------------------- ----------------------- 2005 2004 2005 2004 -------- -------- -------- -------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Revenues: Electricity: Energy and capacity $ 24,966 $ 17,900 $104,975 $100,281 Lease portion of energy and capacity 17,600 21,913 70,963 58,550 Lease income 572 -- 1,431 -- -------- -------- -------- -------- Total electricity 43,138 39,813 177,369 158,831 Products 15,643 16,428 60,623 60,399 -------- -------- -------- -------- Total revenues 58,781 56,241 237,992 219,230 -------- -------- -------- -------- Cost of revenues: Electricity: Energy and capacity $ 16,996 $ 16,889 70,328 63,300 Lease portion of energy and capacity 8,132 7,178 30,215 26,442 Lease expense 1,229 -- 3,072 -- -------- -------- -------- -------- Total electricity 26,357 24,067 103,615 89,742 Products 11,053 12,306 45,236 46,336 -------- -------- -------- -------- Total cost of revenues 37,410 36,373 148,851 136,078 -------- -------- -------- -------- Gross margin 21,371 19,868 89,141 83,152 Operating expenses (income): Research and development expenses 1,165 622 3,036 2,175 Selling and marketing expenses 2,083 2,174 7,876 7,769 General and administrative expenses 4,330 3,614 14,320 11,609 Gain on sale of geothermal resource rights -- (845) -- (845) -------- -------- -------- -------- Operating income 13,793 14,303 63,909 62,444 Other income (expense): Interest income 1,053 821 4,308 1,316 Interest expense (26,506) (11,573) (55,317) (42,785) Foreign currency translation and transaction losses (374) 443 (439) (146) Other non-operating income 347 (109) 512 112 -------- -------- -------- -------- Income (loss) before income taxes, minority interest, and equity in income of investees (11,687) 3,885 12,973 20,941 Income tax benefit (provision) 4,921 (455) (4,690) (6,609) Minority interest in earnings of subsidiaries -- -- -- (108) Equity in income of investees 1,623 1,319 6,894 3,567 -------- -------- -------- -------- Net income (loss) (5,143) 4,749 15,177 17,791 ======== ======== ======== ======== Basic and diluted earnings (loss) per share: $ (0.16) $ 0.17 $ 0.48 $ 0.72 ======== ======== ======== ======== Weighted average number of shares outstanding 31,563 27,969 31,563 24,806 ======== ======== ======== ======== ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2005 AND 2004 DECEMBER 31, --------------------------- 2005 2004 -------- -------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)ASSETS Current assets: Cash and cash equivalents $ 26,976 $ 36,750 Marketable securities 43,560 89,166 Restricted cash, cash equivalents and marketable securities 36,732 3,676 Receivables: Trade 33,515 26,913 Related entities 524 2,413 Other 2,629 1,816 Inventories, net 5,224 6,046 Costs and estimated earnings in excess of billings on uncompleted contracts 8,883 3,164 Deferred income taxes 1,663 1,001 Prepaid expenses and other 3,256 2,377 -------- -------- Total current assets 162,962 173,322 Restricted cash, cash equivalents and marketable securities -- 19,339 Unconsolidated investments 47,235 48,818 Deposits and other 13,489 13,759 Deferred income taxes 5,376 3,044 Property, plant and equipment, net 491,835 466,826 Construction-in-process 128,256 60,177 Deferred financing and lease costs, net 17,412 15,873 Intangible assets, net 47,915 48,930 -------- -------- Total assets $914,480 $850,088 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term bank credit $ 3,996 $ -- Accounts payable and accrued expenses 50,048 37,565 Billings in excess of costs and estimated earnings on uncompleted contracts 12,657 6,139 Current portion of long-term debt: Limited and non-recourse 2,888 8,295 Full recourse 1,000 24,361 Senior secured notes (non-recourse) 23,754 6,090 Due to Parent, including current portion of notes payable to Parent 32,003 40,531 -------- -------- Total current liabilities 126,346 122,981 Long-term debt, net of current portion: Limited and non-recourse 11,252 159,370 Full recourse 2,000 3,000 Senior secured notes (non-recourse) 324,645 183,399 Notes payable to Parent, net of current portion 140,162 171,809 Other liabilities 1,309 1,389 Deferred lease income 81,569 -- Deferred income taxes 22,004 18,368 Liabilities for severance pay 11,409 11,129 Asset retirement obligation 11,461 10,665 -------- -------- Total liabilities 732,157 682,110 -------- -------- Minority interest in net assets of subsidiaries 64 64 -------- -------- Stockholders' equity: Common stock, par value $0.001 per share; 200,000,000 shares authorized; 31,562,496 shares issued and outstanding 31 31 Additional paid-in capital 124,008 124,008 Unearned stock-based compensation (153) (244) Retained earnings 55,824 44,441 Accumulated other comprehensive income (loss) 2,549 (322) -------- -------- Total stockholders' equity 182,259 167,914 -------- -------- Total liabilities and stockholders' equity $914,480 $850,088 ======== ======== ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES RECONCILIATION OF ADJUSTED EBITDA (DOLLARS IN THOUSANDS) EBITDA represents net income before interest, taxes, depreciation and amortization. Adjusted EBITDA includes The Company's share in operating income, depreciation and amortization of its equity investments in the Mammoth and Leyte projects. EBITDA and adjusted EBITDA are presented because we believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of a Company's ability to service and/or incur debt. However, other companies in our industry may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA are not measurements of financial performance under accounting principles generally accepted in the United States of America and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net earnings as indicators of our operating performance or any other measures of performance derived in accordance with accounting principles generally accepted in the United States of America. The following table reconciles net income to EBITDA and adjusted EBITDA, for the three and twelve month periods ended December 31, 2005 and 2004:THREE MONTHS ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ------------------------------- ---------------------- 2005 2004 2005 2004 ------- ------- -------- -------- Net income (loss) $(5,143) $ 4,749 $ 15,177 $ 17,791 Adjusted for: Equity in income of investees (1,623) (1,319) (6,894) (3,567) Interest expenses, net (including amortization of deferred financing costs) 25,827 10,309 51,448 41,615 Other non-operating income (347) 109 (512) (112) Income tax provision (4,921) 455 4,690 6,609 Minority interest in earnings of subsidiaries -- -- -- 108 Depreciation and amortization 8,938 8,657 34,799 32,591 ------- ------- -------- -------- EBITDA 22,731 22,960 98,708 95,035 Equity in income of Mamoth-Pacific and Ormat Leyte 1,844 1,166 6,478 2,897 Depreciation, amortization, interest and income taxes attributable to our equity in Mammoth-Pacific and Ormat Leyte 1,603 2,600 10,031 11,698 ------- ------- -------- -------- ADJUSTED EBITDA $26,178 $26,726 $115,217 $109,630 ======= ======= ======== ========