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: May 7, 2008

Ormat Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State of Incorporation)

     
001-32347
(Commission File No.)
  No. 88-0326081
(I.R.S. Employer Identification No.)
     
6225 Neil Road, Reno, Nevada
(Address of principal executive offices)
  89511
(Zip code)

Registrant’s telephone number, including area code: (775) 356-9029

Not Applicable
(Former name or former address, if changed since last report)

 

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

 

 

-2-

 



INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02. Results of Operations and Financial Condition.

On May 6, 2008, Ormat Technologies, Inc. (the “Registrant”) reported its earnings for its first fiscal quarter of 2008. 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 May 6, 2008 containing financial information for its first fiscal quarter of 2008.

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 5, 2008.

 

 

-3-

 



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.

 

 

-4-

 



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: May 7, 2008

 

 

-5-

 



EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Press Release of Registrant dated May 6, 2008

 

 

-6-

 



 


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 First Quarter 2008 Results

Q1 total revenue increased 12.4% to $69.4 million

Q1 net income of $10.1 million

RENO, Nevada, May 6, 2008 — Ormat Technologies, Inc. (NYSE: ORA) today announced financial results for the first quarter of 2008. Total revenues for the first quarter were $69.4 million, versus $61.7 million for the first quarter of 2007, an increase of 12.4%, consisting of an increase of 36.3% in revenues from the Company’s Electricity Segment, offset in part by a reduction in revenues from the Products Segment.

The Company reported net income of $10.1 million, or $0.24 per share of common stock (basic and diluted), as compared to a net loss of $5.8 million, or $0.15 per share of common stock (basic and diluted), for the first quarter of 2007. The increase in net income is due primarily to an increase in generating capacity and energy generation, as well as an increase in energy rates in the United States, which offset a decline in the Products Segment. In addition, the Company reduced cost of revenues by 16.0% on a year over year basis.

Commenting on the quarter’s results, Dita Bronicki, Chief Executive Officer of Ormat, stated: “The first quarter performance was in line with our expectations for 2008 and highlighted our improved operating performance, increase in our overall generating capacity and improvement in power prices in certain projects.

“Since the beginning of the first quarter, we declared commercial operation for the Galena 3 and Heber South projects and continued to make progress on our exploration work to secure geothermal resources for 2010 and beyond. Also during the quarter, we strengthened our products backlog signing three EPC agreements for a total amount of over $100 million, consisting of one geothermal and two recovered energy generation power plants, out of which approximately $50 million are still subject to a Notice to Proceed. We expect to add an additional 174 MW by the end of 2009 from projects that are currently under construction, including Olkaria and Brawley”, Ms. Bronicki continued.

Electricity revenues for the quarter ended March 31, 2008 were $59.5 million, an increase of 36.3% from $43.7 million in the first quarter of 2007, and an increase of 7.2% from $55.5 million in the fourth quarter of 2007. This increase is primarily attributable to the increase in energy generation in the United States to 572,488 MWh for the three month period, from 437,126 MWh in the comparable period last year. Such

 

 

1

 



increased generation resulted from additional power plants placed in service, enhanced performance of our existing power plants, as well as revenue from the Amatitlan project in Guatemala which came online in March of 2007. Also adding to the revenue increase was an increase in the energy rates in the Puna project (due to higher oil prices) and in our Standard Offer #4 power purchase agreements with Southern California Edison.

Products Segment revenues for the quarter were $9.9 million, compared to $18.1 million in the first quarter of 2007, a decrease of 45.4%. The gross margin of the Products Segment was increased from 12% to 18%. The decrease in product revenue is principally attributable to last year’s lower products backlog, and the timing of revenue recognition in accordance with the percentage of completion method for each of our geothermal and recovered energy generation products. Our manufacturing and construction activities were not reduced, as we increased the amount of our manufacturing and construction activities for our own projects.

Adjusted EBITDA for the first quarter of 2008 was $27.5 million, as compared to $13.4 million in the same quarter last year, an increase of 105.9%. Adjusted EBITDA includes operating income and depreciation and amortization totaling $1.5 million and $4.1 million for the quarters ended March 31, 2008 and 2007, respectively, related to the Company’s unconsolidated investment interest of 50% in the Mammoth Project in California and in the first quarter of 2007, 80% in the Leyte Project in the Philippines. The reconciliation of GAAP net income or loss to Adjusted EBITDA is set forth below in this release.

Cash, cash equivalents and marketable securities as of March 31, 2008 decreased to $30.7 million from $60.7 million as of December 31, 2007. In addition, in April 2008 we received $64 million from the second closing of a tax monetization transaction and have bank lines of credits aggregating $160 million as of today.

On May 6, 2008, Ormat’s Board of Directors approved the payment of a quarterly cash dividend of $0.05 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 May 27, 2008 to shareholders of record as of the close of business on May 20, 2008. The Company expects to pay a dividend of $0.05 per share in the next two quarters as well.

Commenting on the outlook for 2008, Ms. Bronicki said, “Following our first quarter earnings results, we maintain our guidance for 2008 and expect our 2008 Electricity Segment revenues to be approximately $245 million. We also expect an additional approximately $9 million of revenues from our share of electricity revenues generated by Mammoth that is accounted for under the equity method. With regard to our Products Segment, we maintain our guidance for 2008 revenues and expect them to be between $70 million and $80 million”.

Ms. Bronicki concluded, “We are excited with the progress we have made this quarter, especially in recovered energy generation, which has experienced increasing interest as the need for energy efficiency begins to play a greater role in combating global warming”.

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.D.T. on Wednesday, May 7, 2008. 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.

 

 

2

 



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 (800) 642-1687 in the United States and Canada and (706) 645-9291 for international callers and utilize code 44334775.

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 more than 75 patents. Ormat currently operates the following geothermal and recovered energy-based power plants: in the United States - Brady, Heber, Mammoth, Ormesa, Puna, Steamboat and OREG 1; in Guatemala - Zunil and Amatitlan; in Kenya - Olkaria; and in Nicaragua - Momotombo.

Ormat’s Safe Harbor Stateme nt

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 5, 2008.

 

 

3

 



 

Ormat Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three-months periods Ended March 31, 2008 and 2007

(Unaudited)

 

 

 

Three Months Ended March 31,  

 

 

 

2008

 

2007

 

 

 

(in thousands, except per share amounts)  

Revenues:

 

 

 

 

 

 

 

Electricity

 

$

59,519

 

$

43,658

 

Products

 

 

9,868

 

 

18,089

 

Total revenues

 

 

69,387

 

 

61,747

 

Cost of revenues:

 

 

 

 

 

 

 

Electricity

 

 

38,676

 

 

39,722

 

Products

 

 

8,050

 

 

15,924

 

Total cost of revenues

 

 

46,726

 

 

55,646

 

Gross margin

 

 

22,661

 

 

6,101

 

Operating expenses:

 

 

 

 

 

 

 

Research and development expenses

 

 

696

 

 

704

 

Selling and marketing expenses

 

 

3,519

 

 

1,986

 

General and administrative expenses

 

 

6,027

 

 

5,747

 

Operating income (loss)

 

 

12,419

 

 

(2,336

)

Other income (expense):

 

 

 

 

 

 

 

Interest income

 

 

1,046

 

 

1,415

 

Interest expense

 

 

(3,603

)

 

(7,782

)

Foreign currency translation and transaction gains (losses)

 

 

(183

)

 

(716

)

Impairment of auction rate securities

 

 

(328

)

 

 

Other non-operating income

 

 

40

 

 

352

 

Income (loss) before income taxes, minority interest, and equity in income of investees

 

 

9,391

 

 

(9,067

)

Income tax benefit (provision)

 

 

(2,071

)

 

1,995

 

Minority interest

 

 

2,205

 

 

 

Equity in income of investees

 

 

539

 

 

1,231

 

Net income (loss)

 

$

10,064

 

$

(5,841

)

Earnings (loss) per share - basic and diluted

 

$

0.24

 

$

(0.15

)

Weighted average number of shares used in computation of earnings (loss) per share:

 

 

 

 

 

 

 

Basic

 

 

42,163

 

 

38,109

 

Diluted

 

 

42,271

 

 

38,109

 

Net income for the quarters ended March 31, 2008 and 2007 includes stock-based compensation expense of $1.1 million, or $0.03 per share (basic and diluted) and $0.6 million, or $0.01 per share (basic and diluted), respectively.

 

 

4

 

 



Ormat Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

As of March 31, 2008 and December 31, 2007

(Unaudited)

 

 

 

March 31,
2008

 

December 31,
2007

 

 

 

(in thousands)  

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

30,722

 

$

47,227

 

Marketable securities

 

 

 

 

13,489

 

Restricted cash, cash equivalents and marketable securities

 

 

33,096

 

 

29,236

 

Receivables:

 

 

 

 

 

 

 

Trade

 

 

48,824

 

 

46,519

 

Related entities

 

 

602

 

 

385

 

Other

 

 

10,026

 

 

9,008

 

Due to Parent

 

 

1,739

 

 

253

 

Inventories, net

 

 

13,184

 

 

10,312

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

2,252

 

 

3,608

 

Deferred income taxes

 

 

1,747

 

 

1,732

 

Prepaid expenses and other

 

 

5,737

 

 

7,059

 

Total current assets

 

 

147,929

 

 

168,828

 

Long-term marketable securities

 

 

3,234

 

 

2,762

 

Restricted cash, cash equivalents and marketable securities

 

 

4,411

 

 

5,605

 

Unconsolidated investments

 

 

31,398

 

 

30,560

 

Deposits and other

 

 

16,355

 

 

15,294

 

Deferred income taxes

 

 

11,978

 

 

12,427

 

Property, plant and equipment, net

 

 

789,248

 

 

743,386

 

Construction-in-process

 

 

272,904

 

 

234,014

 

Deferred financing and lease costs, net

 

 

13,620

 

 

14,044

 

Intangible assets, net

 

 

47,209

 

 

47,989

 

Total assets

 

$

1,338,286

 

$

1,274,909

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

97,399

 

$

75,836

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

12,755

 

 

4,818

 

Current portion of long-term debt:

 

 

 

 

 

 

 

Limited and non-recourse

 

 

7,083

 

 

7,667

 

Full recourse

 

 

1,000

 

 

1,000

 

Senior secured notes (non-recourse)

 

 

25,475

 

 

25,475

 

Due to Parent, including current portion of notes payable to Parent

 

 

31,975

 

 

31,695

 

Total current liabilities

 

 

175,687

 

 

146,491

 

Long-term debt, net of current portion:

 

 

 

 

 

 

 

Limited and non-recourse

 

 

12,858

 

 

14,490

 

Senior secured notes (non-recourse)

 

 

273,840

 

 

273,840

 

Notes payable to Parent, net of current portion

 

 

19,200

 

 

26,200

 

Deferred lease income

 

 

75,527

 

 

76,198

 

Deferred income taxes

 

 

21,329

 

 

20,680

 

Liability for unrecognized tax benefits

 

 

5,578

 

 

5,330

 

Liabilities for severance pay

 

 

17,758

 

 

15,201

 

Asset retirement obligation

 

 

13,266

 

 

13,014

 

Total liabilities

 

 

615,043

 

 

591,444

 

Minority interest

 

 

63,177

 

 

65,382

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

 

42

 

 

41

 

Additional paid-in capital

 

 

547,482

 

 

513,109

 

Retained earnings

 

 

111,503

 

 

103,545

 

Accumulated other comprehensive income

 

 

1,039

 

 

1,388

 

Total stockholders’ equity

 

 

660,066

 

 

618,083

 

Total liabilities and stockholders’ equity

 

$

1,338,286

 

$

1,274,909

 

 

 

5

 



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, minority interest 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 and Leyte Projects. 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. 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-month periods ended March 31, 2008 and 2007:

 

 

 

Three Months Ended March 31,  

 

 

 

2008

 

2007

 

 

 

(in thousands)  

 

Net income (loss)

 

$

10,064

 

$

(5,841

)

Adjusted for:

 

 

 

 

 

 

 

Equity in income of investees

 

 

(539

)

 

(1,231

)

Minority interest

 

 

(2,205

)

 

 

Interest expense, net (including amortization of deferred financing costs)

 

 

2,885

 

 

6,367

 

Other non-operating income

 

 

143

 

 

364

 

Income tax provision (benefit)

 

 

2,071

 

 

(1,995

)

Depreciation and amortization

 

 

13,631

 

 

11,560

 

EBITDA

 

 

26,050

 

 

9,224

 

Equity in income of Mammoth-Pacific L.P. and Ormat Leyte

 

 

539

 

 

1,231

 

Depreciation, amortization, interest and taxes attributable to the Company’s equity in Mammoth-Pacific L.P. and Ormat Leyte

 

 

919

 

 

2,904

 

 

 

 

1,458

 

 

4,135

 

Adjusted EBITDA

 

$

27,508

 

$

13,359

 

 

 

6