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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: November 7, 2006
Ormat
Technologies, Inc.
(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.) |
6225 Neil Road, Suite 300, Reno, Nevada |
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89511 |
(Address of principal executive offices) |
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(Zip code) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 | Results of Operations and Financial Condition |
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Item 9.01 | Financial Statements and Exhibits |
Signatures
Exhibit Index
Exhibit 99.1
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Ex-99.1 | Press Release |
2
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02. Results of Operations and Financial Condition.
On November 7, 2006, Ormat Technologies, Inc. (the ‘‘Registrant’’) reported its earnings for its third fiscal quarter of 2006. 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 November 7, 2006 containing financial information for its third fiscal quarter of 2006.
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 28, 2006 and the Prospectus Supplement filed with the Securities and Exchange Commission on April 5, 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.
3
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: November 7, 2006
4
EXHIBIT INDEX
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Exhibit
Number |
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Description |
99.1 |
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Press Release of Registrant dated November 7, 2006 |
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5
PRESS RELEASE
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For Immediate Release |
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Ormat Technologies Contact: |
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Investor Relations Contact |
Dita Bronicki |
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Todd Fromer / Marybeth Csaby |
CEO and President |
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KCSA Worldwide |
+1-775-356-9029 |
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212-896-1215 / 212-896-1236 |
dbronicki@ormat.com |
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tfromer@kcsa.com / mcsaby@kcsa.com |
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Ormat Technologies, Inc. Reports Third Quarter 2006 Results
Record revenues and record net income for the third quarter
Company announces quarterly cash dividend of $0.04 per share
RENO, Nevada, November 7, 2006 — ORMAT Technologies, Inc. (NYSE: ORA) today announced financial results for the quarter ended September 30, 2006. For the third quarter, total revenues were $77.8 million compared to $69.3 million for the same quarter in 2005, an increase of 12.4%.
Net income for the quarter ended September 30, 2006 was $13.9 million or $0.39 per share of common stock, as compared with net income of $12.3 million or $0.39 per share of common stock for the same quarter in 2005. There were 35.6 million weighted average number of shares used in computation of earnings per share in the third quarter of 2006 and 31.6 million shares in the same quarter in 2005.
Electricity Segment revenues for the quarter were $56.4 million compared to $51.4 million for the same quarter in 2005, an increase of 9.8%. The increase in revenues was primarily attributed to a growth in generating capacity, which increased the Company’s revenues by $1.3 million and the inclusion of a full quarter of $3.5 million in revenues generated from our Zunil project in Guatemala, which was consolidated as of March 13, 2006.
For the quarter ended September 30, 2006, the Company’s gross margin was 41.6% compared to 45.3% for the same quarter in 2005. Operating income for the quarter ended September 30, 2006 was $24.9 million as compared with $25.3 million for the same quarter in 2005. Gross margin was impacted by a reduction in Electricity Segment margins, which were lower due to the repair cost of the Puna wells and an increase in the operating costs, some of which were related to new power plants that came on line during the quarter but did not yet contribute fully to revenues.
Adjusted EBITDA for the quarter ended September 30, 2006 was $39.7 million as compared with $37.7 million for the same quarter in 2005. Adjusted EBITDA includes consolidated EBITDA and the Company’s share in the operating income and depreciation and amortization totaling $4.1 million for the quarters ended September 30, 2006 and 2005 related to the Company’s unconsolidated investment interests 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 nine months ended September 30, 2006, total revenues were $202.3 million, a 12.9% increase over total revenues of $179.2 million for the same period in 2005. Net income for the nine months ended September 30, 2006 was $30.2 million or $0.89 per common share as compared to $20.3 million, or $0.64 per share for the same period of 2005. There were 34.1 million weighted average shares outstanding during the first nine months of 2006 and 31.6 million during the same period in 2005.
For the nine months ended September 30, 2006, the Company’s gross margin was 39.0% compared to 37.8% during the same period in 2005. Operating income for the nine months ended September 30, 2006 increased 10.0% to $55.1 million from $50.1 million for the same period in 2005.
Adjusted EBITDA for the nine months ended September 30, 2006 was $97.3 million as compared with $89.0 million for the same period in 2005. Adjusted EBITDA includes operating income, depreciation and amortization totaling $11.7 million and $13.0 million, for the nine months ended September 30, 2006 and 2005, 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 September 30, 2006, the Company had cash, cash equivalents and marketable securities of $79.9 million compared to $70.5 million as of December 31, 2005. The increase in the Company’s cash position was principally due to the closing of the sale of 4,025,000 shares of common stock at $35.50 per share in a follow-on public offering (including the exercise of the underwriters’ over-allotment option) in April 2006, which resulted in net proceeds of approximately $135.1 million, as well as cash provided by operating activities of $55.2 million. Ormat used a portion of its cash position to fund capital expenditures in the amount of $114.9 million, an investment in Orzunil of $22.8 million, and the repayment of long-term debt in an amount of $35.3 million (including repayment of parent loan).
On November 7, 2006, Ormat's Board of Directors approved the payment of a quarterly cash dividend of $0.04 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 December 13, 2006 to shareholders of record as of the close of business on November 30, 2006.
Commenting on the Company’s recent quarter results, Dita Bronicki, President and Chief Executive Officer, stated, ‘‘We had a good quarter and showed year-over-year gains in revenue in both Segments; growth in the Electricity Segment is expected to continue further with the addition of 250 MW expected to come on line in the three years until the end of 2008’’.
‘‘Revenues from our Products Segment were strong’’, Mrs. Bronicki continued. ‘‘We continue to see growing interest in our recovered energy power generation technology. Over the quarter, we received from ENAGAS S.A. in Spain the first order from a European natural gas pipeline, for a recovered energy generation unit, which we plan to have installed by mid-2008.’’
Mrs. Bronicki concluded ‘‘The worldwide concerns surrounding greenhouses gases and global warming continue to create an extremely supportive regulatory environment for geothermal and other renewable energy sources. In the third quarter, California enacted the greenhouse gas emission reduction law and has accelerated the timing required for utilities to achieve 20% of the power supply from renewables under the States Renewable Portfolio Standard, from 2017 to 2020. These developments underscore the importance of alternative energy as a growth sector that is not tied to fluctuations of gas and oil prices.’’
Commenting on the Company’s outlook for the remainder of 2006, Mrs. Bronicki stated, ‘‘We continue to expect revenues from our Electricity Segment in 2006 of approximately $200 million, and from our Products Segment in 2006 of between $65 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.D.T. on Wednesday, November 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 7952588.
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 operates the following geothermal power plants: in the United States — Brady, Desert Peak, Heber, Mammoth, Ormesa, Puna and Steamboat; in the Philippines — Leyte; in Guatemala — Zunil; in Kenya — Olkaria; and in Nicaragua — Momotombo.
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 28, 2006 and the Prospectus Supplement filed with the Securities and Exchange Commission on April 5, 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.
Ormat Technologies, Inc. and
Subsidiaries
Condensed Consolidated Statements of
Operations
For the Three and Nine-Month Periods Ended
September 30, 2006 and
2005
(Unaudited)
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Three
Months Ended
September 30, |
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Nine Months Ended
September 30, |
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2006 |
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2005 |
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2006 |
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2005 | |||||||||||||
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(in
thousands, except
per share amounts) |
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(in thousands,
except
per share amounts) |
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Revenues: |
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Electricity: |
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Energy and capacity |
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$ | 33,823 |
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$ | 30,042 |
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$ | 87,845 |
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$ | 80,009 |
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Lease portion of energy and capacity |
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21,908 |
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20,772 |
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59,043 |
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53,363 |
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Lease income |
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671 |
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571 |
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2,014 |
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859 |
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Total electricity |
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56,402 |
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51,385 |
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148,902 |
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134,231 |
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Products |
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21,446 |
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17,905 |
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53,353 |
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44,980 |
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Total revenues |
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77,848 |
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69,290 |
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202,255 |
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179,211 |
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Cost of revenues: |
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Electricity: |
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Energy and capacity |
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22,194 |
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17,277 |
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59,736 |
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53,332 |
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Lease portion of energy and capacity |
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8,814 |
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7,350 |
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26,454 |
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22,083 |
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Lease expense |
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1,311 |
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1,228 |
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3,932 |
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1,843 |
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Total electricity |
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32,319 |
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25,855 |
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90,122 |
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77,258 |
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Products |
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13,157 |
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12,073 |
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33,269 |
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34,183 |
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Total cost of revenues |
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45,476 |
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37,928 |
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123,391 |
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111,441 |
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Gross margin |
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32,372 |
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31,362 |
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78,864 |
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67,770 |
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Operating expenses: |
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Research and development expenses |
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826 |
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777 |
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2,489 |
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1,871 |
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Selling and marketing expenses |
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2,410 |
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1,934 |
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7,931 |
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5,793 |
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General and administrative expenses |
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4,270 |
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3,388 |
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13,358 |
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9,990 |
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Operating income |
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24,866 |
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25,263 |
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55,086 |
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50,116 |
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Other income (expense): |
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Interest income |
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1,443 |
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1,370 |
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4,905 |
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3,255 |
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Interest expense |
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(8,347 | ) |
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(9,011 | ) |
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(23,541 | ) |
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(28,811 | ) |
Foreign currency translation and transaction losses |
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(933 | ) |
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(21 | ) |
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(1,010 | ) |
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(65 | ) |
Other non-operating income |
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65 |
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53 |
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372 |
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165 |
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Income before income taxes, minority interest, and equity in income of investees |
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17,094 |
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17,654 |
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35,812 |
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24,660 |
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Income tax provision |
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(4,342 | ) |
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(6,977 | ) |
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(8,412 | ) |
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(9,611 | ) |
Minority interest in earnings of subsidiaries |
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(242 | ) |
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— |
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(813 | ) |
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— |
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Equity in income of investees |
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1,429 |
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1,641 |
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3,639 |
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5,271 |
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Net income |
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$ | 13,939 |
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$ | 12,318 |
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$ | 30,226 |
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$ | 20,320 |
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Earnings per share — basic and diluted |
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$ | 0.39 |
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$ | 0.39 |
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$ | 0.89 |
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$ | 0.64 |
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Weighted average number of shares used in computation of earnings per share: |
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Basic |
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35,588 |
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31,563 |
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34,100 |
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31,563 |
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Diluted |
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35,609 |
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31,579 |
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34,100 |
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31,576 |
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Ormat Technologies, Inc. and
Subsidiaries
Consolidated Balance Sheets
As of September
30, 2006 and December 31,
2005
(Unaudited)
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September
30,
2006 |
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December 31,
2005 |
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(in thousands) | ||||||||||
Assets |
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Current assets: |
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Cash and cash equivalents |
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$ | 19,856 |
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$ | 26,976 |
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Marketable securities |
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60,018 |
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43,560 |
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Restricted cash, cash equivalents and marketable securities |
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45,444 |
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36,732 |
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Receivables: |
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Trade |
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42,360 |
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33,515 |
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Related entities |
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884 |
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524 |
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Other |
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4,135 |
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2,629 |
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Inventories, net |
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5,880 |
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5,224 |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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8,625 |
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8,883 |
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Deferred income taxes |
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1,796 |
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1,663 |
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Prepaid expenses and other |
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6,768 |
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3,256 |
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Total current assets |
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195,766 |
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162,962 |
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Unconsolidated investments |
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38,984 |
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47,235 |
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Deposits and other |
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14,137 |
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13,489 |
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Deferred income taxes |
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7,270 |
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5,376 |
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Property, plant and equipment, net |
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613,844 |
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491,835 |
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Construction-in-process |
|
|
|
|
145,064 |
|
|
|
|
|
128,256 |
|
Deferred financing and lease costs, net |
|
|
|
|
16,331 |
|
|
|
|
|
17,412 |
|
Intangible assets, net |
|
|
|
|
45,801 |
|
|
|
|
|
47,915 |
|
Total assets |
|
|
|
$ | 1,077,197 |
|
|
|
|
$ | 914,480 |
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
||
Short-term bank credit |
|
|
|
$ | — |
|
|
|
|
$ | 3,996 |
|
Accounts payable and accrued expenses |
|
|
|
|
60,919 |
|
|
|
|
|
50,048 |
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
|
|
|
7,707 |
|
|
|
|
|
12,657 |
|
Current portion of long-term debt: |
|
|
|
|
|
|
|
|
|
|
||
Limited and non-recourse |
|
|
|
|
8,335 |
|
|
|
|
|
2,888 |
|
Full recourse |
|
|
|
|
1,000 |
|
|
|
|
|
1,000 |
|
Senior secured notes (non-recourse) |
|
|
|
|
24,090 |
|
|
|
|
|
23,754 |
|
Due to Parent, including current portion of notes payable to Parent |
|
|
|
|
33,386 |
|
|
|
|
|
32,003 |
|
Total current liabilities |
|
|
|
|
135,437 |
|
|
|
|
|
126,346 |
|
Long-term debt, net of current portion: |
|
|
|
|
|
|
|
|
|
|
||
Limited and non-recourse |
|
|
|
|
24,334 |
|
|
|
|
|
11,252 |
|
Full recourse |
|
|
|
|
1,000 |
|
|
|
|
|
2,000 |
|
Senior secured notes (non-recourse) |
|
|
|
|
315,280 |
|
|
|
|
|
324,645 |
|
Notes payable to Parent, net of current portion |
|
|
|
|
123,555 |
|
|
|
|
|
140,162 |
|
Other liabilities |
|
|
|
|
— |
|
|
|
|
|
1,309 |
|
Deferred lease income |
|
|
|
|
79,554 |
|
|
|
|
|
81,569 |
|
Deferred income taxes |
|
|
|
|
27,024 |
|
|
|
|
|
22,004 |
|
Liabilities for severance pay |
|
|
|
|
13,018 |
|
|
|
|
|
11,409 |
|
Asset retirement obligation |
|
|
|
|
13,201 |
|
|
|
|
|
11,461 |
|
Total liabilities |
|
|
|
|
732,403 |
|
|
|
|
|
732,157 |
|
|
|
|
|
|
|
|
|
|
|
|||
Minority interest in net assets of subsidiaries |
|
|
|
|
64 |
|
|
|
|
|
64 |
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
|
||
Common stock, par value $0.001 per share; 200,000,000 shares |
|
|
|
|
|
|
|
|
|
|
||
authorized; 35,587,496 and 31,562,496 shares issued and outstanding, respectively |
|
|
|
|
35 |
|
|
|
|
|
31 |
|
Additional paid-in capital |
|
|
|
|
260,080 |
|
|
|
|
|
124,008 |
|
Unearned stock-based compensation |
|
|
|
|
— |
|
|
|
|
|
(153 | ) |
Retained earnings |
|
|
|
|
82,256 |
|
|
|
|
|
55,824 |
|
Accumulated other comprehensive income |
|
|
|
|
2,359 |
|
|
|
|
|
2,549 |
|
Total stockholders' equity |
|
|
|
|
344,730 |
|
|
|
|
|
182,259 |
|
Total liabilities and stockholders' equity |
|
|
|
$ | 1,077,197 |
|
|
|
|
$ | 914,480 |
|
|
Ormat Technologies, Inc. and
Subsidiaries
Reconciliation of Adjusted
EBITDA
(Unaudited)
EBITDA represents net income before interest, taxes, depreciation and amortization. Adjusted EBITDA includes operating income, depreciation and amortization of our 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 nine-month periods ended September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|||||||||||||||||||
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 | |||||||||||||
|
|
(in thousands) |
|
|
(in thousands) | |||||||||||||||||||
Net income |
|
|
|
$ | 13,939 |
|
|
|
|
$ | 12,318 |
|
|
|
|
$ | 30,226 |
|
|
|
|
$ | 20,320 |
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity in income of investees |
|
|
|
|
(1,429 | ) |
|
|
|
|
(1,641 | ) |
|
|
|
|
(3,639 | ) |
|
|
|
|
(5,271 | ) |
Minority interest in earnings of subsidiaries |
|
|
|
|
242 |
|
|
|
|
|
— |
|
|
|
|
|
813 |
|
|
|
|
|
- |
|
Interest expense, net (including amortization of deferred financing costs) |
|
|
|
|
7,837 |
|
|
|
|
|
7,662 |
|
|
|
|
|
19,646 |
|
|
|
|
|
25,621 |
|
Other non-operating income |
|
|
|
|
(65 | ) |
|
|
|
|
(53 | ) |
|
|
|
|
(372 | ) |
|
|
|
|
(165 | ) |
Income tax provision |
|
|
|
|
4,342 |
|
|
|
|
|
6,977 |
|
|
|
|
|
8,412 |
|
|
|
|
|
9,611 |
|
Depreciation and amortization |
|
|
|
|
10,734 |
|
|
|
|
|
8,243 |
|
|
|
|
|
30,520 |
|
|
|
|
|
25,861 |
|
EBITDA |
|
|
|
|
35,600 |
|
|
|
|
|
33,506 |
|
|
|
|
|
85,606 |
|
|
|
|
|
75,977 |
|
Equity in income of Mammoth-Pacific L.P. and Ormat Leyte |
|
|
|
|
1,429 |
|
|
|
|
|
1,424 |
|
|
|
|
|
3,913 |
|
|
|
|
|
4,634 |
|
Depreciation, amortization, interest and taxes attributable to the Company's equity in Mammoth-Pacific L.P. and Ormat Leyte |
|
|
|
|
2,695 |
|
|
|
|
|
2,745 |
|
|
|
|
|
7,744 |
|
|
|
|
|
8,428 |
|
Adjusted EBITDA |
|
|
|
$ | 39,724 |
|
|
|
|
$ | 37,675 |
|
|
|
|
$ | 97,263 |
|
|
|
|
$ | 89,039 |
|
|