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: August 6, 2009
Ormat Technologies, Inc.
(Exact name of registrant as specified in its charter)
Commission File No. 001-32347
     
Delaware   No. 88-0326081
     
(State of Incorporation)   (I.R.S. Employer
    Identification No.)
     
6225 Neil Road, Reno, Nevada   89511
     
(Address of principal executive offices)   (Zip code)
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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

TABLE OF CONTENTS
 
Item 2.02 Results of Operation and Financial Condition
Item 9.01 Financial Statements and Exhibits
Signatures
Exhibit Index
Exhibit 99.1
Ex-99.1 Press Release

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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02. Results of Operations and Financial Condition.
On August 5, 2009, Ormat Technologies, Inc. (the “Registrant”) reported its earnings for its second fiscal quarter of 2009. 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 August 5, 2009 containing financial information for its second fiscal quarter of 2009.
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 Ormat Technologies, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009.

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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.
         
  ORMAT TECHNOLOGIES, INC.
                    (Registrant)
 
 
  By   /s/ Yehudit Bronicki  
    Yehudit Bronicki   
    Chief Executive Officer   
Date: August 6, 2009

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EXHIBIT INDEX
     
Exhibit  
Number   Description
 
   
99.1
  Press Release of Registrant dated August 5, 2009

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Exhibit 99.1
(ORMAT LOGO)
PRESS RELEASE
     
For Immediate Release
   
Ormat Technologies Contact:
  Investor Relations Contact
Dita Bronicki
  Todd Fromer / Marybeth Csaby
CEO
  KCSA Strategic Communications
775-356-9029
  212-896-1215 / 212-896-1236
dbronicki@ormat.com
  tfromer@kcsa.com / mcsaby@kcsa.com
Ormat Technologies, Inc. Reports Second Quarter 2009 Results
Q2 net income increased 32.3% to $16.0 million;
Q2 revenues increased 24.9% to $100.2 million;
RENO, Nevada, August 5, 2009 — Ormat Technologies, Inc. (NYSE: ORA) today announced record financial results for the second quarter of 2009.
Second Quarter Results
Total revenues for the second quarter were $100.2 million, compared to $80.2 million for the second quarter of 2008, an increase of 24.9%, which consisted of a 115.1% increase in revenues from the Product Segment, and a decline of 2.0% in revenue in the Electricity Segment.
For the quarter, the Company reported net income of $16.0 million, or $0.35 per share (basic and diluted), compared to net income of $12.1 million, or $0.28 per share (basic and diluted), for the second quarter of 2008. The increase in net income is primarily attributable to our Product Segment and some foreign currency translation gains.
Commenting on the quarter’s results, Dita Bronicki, Chief Executive Officer of Ormat, stated: “We are pleased with the growth of our business and the record revenues of $100.2 million in this quarter. Total generation for the quarter was strong, up 14% from the 2008 quarter. We produced 811,000 megawatt hours and 1,701,000 megawatt hours for the quarter and first six months, respectively, up from 712,000 megawatt hours and 1,444,000 megawatt hours, respectively, last year. Notwithstanding the strong growth in generation, total revenues in the Electricity Segment declined slightly due to the expected reduction in Puna revenues resulting from lower oil prices and the ongoing construction at Puna. Our Product Segment delivered another solid quarter which more than offset the reduction in the Electricity Segment.”
“During the quarter, we continued to make selective investments in land acquisition, which is fundamental to building a sustainable growth company with profitable results. Our strategy is to continue to invest in high potential land. Our growth initiatives continue moving forward, with new exploration occurring at several sites within the United States.” Ms. Bronicki continued.
Electricity revenues for the three-month period ended June 30, 2009 were $60.6 million compared to $61.8 million in the year ago period, a decrease of 2.0%. The decrease in electricity revenues is primarily attributable to lower energy rates at Puna, due to lower oil prices and to the expiration of the “adder”, an additional energy rate paid to us under the Heber 2 power purchase agreement.

 


 

Revenues from the Product Segment totaled $39.7 million for the quarter, compared to $18.4 million in 2008.
Adjusted EBITDA for the second quarter of 2009 was $32.3 million, compared to $29.2 million in the same quarter last year. Adjusted EBITDA includes operating income and depreciation and amortization totaling $1.2 million and $1.3 million for the quarters ended June 30, 2009 and 2008, respectively, related to the Company’s unconsolidated investment interest of 50% in the Mammoth Project in California. The reconciliation of GAAP net income to Adjusted EBITDA is set forth below in this release. Cash and cash equivalents as of June 30, 2009 increased to $46.0 million from $34.4 million as of December 31, 2008.
On August 5, 2009, Ormat’s Board of Directors approved the payment of a quarterly cash dividend of $0.06 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. The dividend will be paid on August 27, 2009 to shareholders of record as of the close of business on August 18, 2009. The Company expects to pay a dividend of $0.06 per share in the next quarter as well.
Commenting on the outlook for 2009, Ms. Bronicki said, “Following our second quarter earnings results, we are increasing our guidance for 2009. We expect our total revenues to increase to between $382 million and $400 million. With the delay in the commercial operation of North Brawley, we expect our 2009 Electricity Segment revenues to be between $252 million and $260 million. We also expect additional revenues of approximately $9 million from our share of electricity revenues generated by Mammoth that is accounted for under the equity method. With regard to our Product Segment, we are increasing our guidance for 2009 revenues and expect them to now be between $130 million and $140 million.”
Ms. Bronicki concluded, “This has been another good quarter for Ormat. During the quarter and subsequently, we were able to raise additional project financing and corporate loans of over $80 million to fund our growth. In addition, the recently announced regulations for the ITC cash grant and the expected regulations for the U.S. Department of Energy loan guaranty reflect a further increase in governmental support for the renewable energy industry, and Ormat is well positioned to take advantage of it.”
Six-Month Results
For the six-month period ended June 30, 2009, total revenues were $200.1 million, an increase of 33.8% from $149.6 million in the same period last year. Net income for the period was $30.5 million, an increase of 38.1% from $22.1 million in the same period last year. Earnings per share (diluted) for the first half of 2009 was $0.67, compared to $0.52 in the first half of 2008.
Electricity Segment revenues for the six-month period ended June 30, 2009 were $123.2 million, compared to $121.3 million in the same period a year ago. Product Segment revenues for the first half of 2009 were $76.9 million, compared to $28.3 million in the same period in 2008.
Adjusted EBITDA for the six-month period was $68.2 million, compared to $56.7 million in the same period a year ago. Adjusted EBITDA includes consolidated EBITDA and the Company’s share in the operating income and depreciation and amortization totaling $2.7 million and $2.8 million for the six months ended June 30, 2009 and 2008, respectively, related to the Company’s unconsolidated investment interest of 50% in the Mammoth project in California. The reconciliation of GAAP net income to Adjusted EBITDA is set forth below in this release.

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Conference Call Details
Ormat will host a conference call to discuss its financial results and other matters discussed in this press release at 10:00 A.M. EDT on Thursday, August 6, 2009. The call will be available as a live, listen-only webcast at www.ormat.com. During the webcast, management will refer to slides that will be posted on the web site. The slides and accompanying webcast can be accessed through the Event Calendar in the Investor Relations section of Ormat’s website.
A 30-day archive of the webcast will be available approximately 2 hours after the conclusion of the live call. A replay will be available from 10:00 a.m. EDT on August 6, 2009 through 11:59 p.m. EDT, August 13, 2009. Please call: (800) 642-1687 (U.S. and Canada) or (706) 645-9291 (International) and enter the code 20233844.
About Ormat Technologies
Ormat Technologies, Inc. is the only vertically-integrated company primarily engaged in the geothermal and recovered energy power business. The Company designs, develops, owns and operates geothermal and recovered energy-based power plants around the world. Additionally, the Company designs, manufactures and sells geothermal and recovered energy power units and other power-generating equipment, and provides related services. The Company has more than four decades of experience in the development of environmentally-sound power, primarily in geothermal and recovered-energy generation. Ormat products and systems are covered by 75 U.S. patents. Ormat has built over approximately 1,200 MW of plants half for its own account and half as supplies to utilities and developers. Ormat current generating portfolio includes the following geothermal and recovered energy-based power plants: in the United States — Brady, Heber, Mammoth, Ormesa, Puna, Steamboat, OREG 1, OREG 2 and Peetz; in Guatemala — Zunil and Amatitlan; in Kenya — Olkaria; in Nicaragua — Momotombo and in New Zealand — GDL.
Ormat’s 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 its 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 Ormat Technologies, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009.
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.

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Ormat Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the Three and Six-Month Periods Ended June 30, 2009 and 2008
(Unaudited)
                                               
    Three Months Ended June 30,     Six Months Ended June 30,  
    2009     2008 (1)     2009     2008 (1)  
    (in thousands, except per share amounts)     (in thousands, except per share amounts)  
Revenues:
                               
Electricity
  $ 60,562     $ 61,774     $ 123,200     $ 121,293  
Product
    39,673       18,447       76,924       28,315  
 
                       
Total revenues
    100,235       80,221       200,124       149,608  
 
                       
 
                               
Cost of revenues:
                               
Electricity
    44,958       41,506       88,842       80,182  
Product
    27,242       15,704       51,485       23,754  
 
                       
Total cost of revenues
    72,200       57,210       140,327       103,936  
 
                       
Gross margin
    28,035       23,011       59,797       45,672  
 
                               
Operating expenses:
                               
Research and development expenses
    2,487       785       3,288       1,481  
Selling and marketing expenses
    3,215       2,020       7,516       5,539  
General and administrative expenses
    5,582       5,925       13,117       11,952  
 
                       
Operating income
    16,751       14,281       35,876       26,700  
 
                               
Other income (expense):
                               
Interest income
    276       1,052       428       2,098  
Interest expense, net
    (4,415 )     (4,851 )     (7,705 )     (9,637 )
Foreign currency translation and transaction gains (losses)
    2,569       (1,359 )     9       (1,542 )
Income attributable to sale of equity interests
    4,366       4,848       8,534       8,164  
Other non-operating income, net
    550       309       400       21  
 
                       
Income before income taxes and equity in income of investees
    20,097       14,280       37,542       25,804  
 
                               
Income tax provision
    (4,478 )     (2,613 )     (7,967 )     (4,684 )
Equity in income of investees, net
    355       408       905       947  
 
                       
Net income
    15,974       12,075       30,480       22,067  
Net loss attributable to noncontrolling interest
    77       86       156       158  
 
                       
Net income attributable to the Company’s stockholders
  $ 16,051     $ 12,161     $ 30,636     $ 22,225  
 
                       
 
                               
Earnings per share attributable to the Company’s stockholders:
                               
Basic
  $ 0.35     $ 0.28     $ 0.68     $ 0.52  
 
                       
Diluted
  $ 0.35     $ 0.28     $ 0.67     $ 0.52  
 
                       
 
                               
Weighted average number of shares used in computation of earnings per share attributable to the Company’s stockholders:
                               
Basic
    45,369       43,828       45,361       42,995  
 
                       
Diluted
    45,451       43,978       45,425       43,127  
 
                       
 
(1)   Amounts have been reclassified to reflect the implementation of SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.

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Ormat Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
As of June 30, 2009 and December 31, 2008
(Unaudited)
                 
    June 30,     December 31,  
    2009     2008 (1)  
    (in thousands)  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 46,028     $ 34,393  
Restricted cash, cash equivalents and marketable securities
    35,255       24,439  
Receivables:
               
Trade
    53,323       49,839  
Related entities
    477       338  
Other
    16,758       15,654  
Due to Parent
    1,951       1,085  
Inventories, net
    14,609       13,724  
Costs and estimated earnings in excess of billings on uncompleted contracts
    14,622       6,982  
Deferred income taxes
    3,746       3,003  
Prepaid expenses and other
    8,451       16,222  
 
           
Total current assets
    195,220       165,679  
Long-term marketable securities
    2,053       1,994  
Restricted cash, cash equivalents and marketable securities
    2,983       2,951  
Unconsolidated investments
    33,425       30,559  
Deposits and other
    17,209       16,876  
Deferred income taxes
    14,157       13,965  
Property, plant and equipment, net
    972,433       958,186  
Construction-in-process
    469,069       386,501  
Deferred financing and lease costs, net
    22,911       19,240  
Intangible assets, net
    43,297       44,853  
 
           
Total assets
  $ 1,772,757     $ 1,640,804  
 
           
Liabilities and Equity
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 79,367     $ 103,336  
Billings in excess of costs and estimated earnings on uncompleted contracts
    14,584       15,670  
Current portion of long-term debt:
               
Limited and non-recourse
    18,290       6,676  
Senior secured notes (non-recourse)
    19,896       20,085  
Due to Parent, including current portion of notes payable to Parent
    9,650       16,616  
 
           
Total current liabilities
    141,787       162,383  
Long-term debt, net of current portion:
               
Limited and non-recourse
    124,912       7,814  
Revolving credit lines with banks (full recourse)
    120,000       100,000  
Senior secured notes (non-recourse)
    244,588       252,060  
Notes payable to Parent, net of current portion
          9,600  
Liability associated with sale of equity interests
    108,616       113,327  
Deferred lease income
    73,809       74,427  
Deferred income taxes
    41,431       33,231  
Liability for unrecognized tax benefits
    4,077       3,425  
Liabilities for severance pay
    17,454       17,640  
Asset retirement obligation
    13,958       13,438  
 
           
Total liabilities
    890,632       787,345  
 
           
Equity:
               
The Company’s stockholders’ equity:
               
Common stock
    46       45  
Additional paid-in capital
    704,854       701,273  
Retained earnings
    170,409       144,465  
Accumulated other comprehensive income (loss)
    (59 )     645  
 
           
 
    875,250       846,428  
Noncontrolling interest
    6,875       7,031  
 
           
Total equity
    882,125       853,459  
 
           
Total liabilities and equity
  $ 1,772,757     $ 1,640,804  
 
           
 
(1)   Amounts have been reclassified to reflect the implementation of SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.

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Ormat Technologies, Inc. and Subsidiaries
Reconciliation of adjusted EBITDA
(Unaudited)
We calculate EBITDA as net income before interest, taxes, depreciation and amortization, equity income of investees and other non-operating expense (income). We calculate adjusted EBITDA to include operating income, depreciation and amortization, interest and taxes attributable to our equity investments in the Mammoth complex. EBITDA and adjusted EBITDA are not measurements of financial performance under accounting principles generally accepted in t he 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. EBITDA and adjusted EBITDA are presented because we believe they are 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. The following table reconciles net income to EBITDA and adjusted EBITDA, for the three and six-month periods ended June 30, 2009 and 2008:
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2009     2008     2009     2008  
    (in thousands)     (in thousands)  
Net income
  $ 15,974     $ 12,075     $ 30,480     $ 22,067  
Adjusted for:
                               
Equity in income of investees
    (355 )     (408 )     (905 )     (947 )
Interest expense, net (including amortization of deferred financing costs)
    4,139       3,799       7,277       7,539  
Other non-operating income
    (7,485 )     (3,798 )     (8,943 )     (6,643 )
Income tax provision
    4,478       2,613       7,967       4,684  
Depreciation and amortization
    14,382       13,601       29,615       27,232  
 
                       
EBITDA
    31,133       27,882       65,491       53,932  
Equity in income of Mammoth-Pacific L.P.
    355       408       905       947  
Depreciation, amortization, interest and taxes attributable to the Company’s equity in Mammoth-Pacific L.P.
    834       918       1,823       1,837  
 
                       
Adjusted EBITDA
  $ 32,322     $ 29,208     $ 68,219     $ 56,716  
 
                       

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