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 5, 2008
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))
 
 

 


 

INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02. Results of Operations and Financial Condition.
On August 5, 2008, Ormat Technologies, Inc. (the “Registrant”) reported its earnings for its second 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 August 5, 2008 containing financial information for its second 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.

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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 5, 2008

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EXHIBIT INDEX
     
Exhibit    
Number   Description
 
   
99.1
  Press Release of Registrant dated August 5, 2008

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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 2008 Results
Q2 net income increased 42.3% to $12.2 million;
Products Backlog Increased $144 million to $186 million
RENO, Nevada, August 5, 2008 —Ormat Technologies, Inc. (NYSE: ORA) today announced financial results for the second quarter of 2008.
Second Quarter Results
Electricity revenues for the second quarter increased by 11.6% to $61.8 million and product revenues decreased by 35.7% to $18.4 million. Total revenues for the second quarter were $80.2 million compared to $84.1 million for the second quarter of 2007, a decrease of 4.6%.
For the second quarter, the Company reported net income of $12.2 million, or $0.28 per share of common stock (basic and diluted), as compared to net income of $8.5 million, or $0.22 per share of common stock (basic and diluted), for the second quarter of 2007.
Commenting on the quarter’s results, Dita Bronicki, Chief Executive Officer of Ormat, stated: “We remain on track with projects scheduled to come online over the next two years with expected contribution of 101 MW by year’s end and 73 MW in 2009.
“Generating capacity for both the quarter and six-months increased even as scheduled maintenance reduced production at several projects. We also built a solid product backlog that added $176 million of new orders since the beginning of the year, out of which $66 million are still subject to a Notice to Proceed. These orders were geographically diverse with projects from New Zealand, Turkey and the United States.”
“The results confirm confidence in our growth goals. We secured additional leases and raised approximately $246 million in capital by completing two stock placements and the second leg of our tax monetization transaction. The funding received from these activities provides us with ample capital as we continue to advance our growth strategy,” Ms. Bronicki continued.
Electricity revenues for the three-month period ended June 30, 2008 were $61.8 million compared to $55.4 million in the year ago period, an increase of 11.6%. The increase in electricity revenues is primarily attributable to a net increase in domestic generating capacity of 3.6% to 539,966 MWh for the

 


 

second quarter of 2008, as well as increased rates from the Puna Project due to higher oil prices. In addition, revenue increased from energy generated from the Amatitlan Project in Guatemala and the Momotombo project in Nicaragua.
Revenues from the Products Segment totaled $18.4 million for the quarter, compared to $28.7 million in 2007, a decrease of 35.7%. While revenues in the segment decreased, manufacturing and construction activities were not reduced, as manufacturing and construction activities for the Company’s internal projects increased.
Adjusted EBITDA for the second quarter of 2008 was $29.2 million, as compared to $30.6 million in the same quarter last year. Adjusted EBITDA includes consolidated EBITDA and the Company’s share in the operating income and depreciation and amortization totaling $1.3 million and $4.0 million for the quarters ended June 30, 2008 and 2007, respectively, related to the Company’s unconsolidated investments. The reconciliation of GAAP net income to Adjusted EBITDA is set forth below in this release.
Cash, cash equivalents and marketable securities as of June 30, 2008 increased to $137.8 million from $60.7 million as of December 31, 2007. In addition, we have unused bank lines of credits aggregating $160 million.
On August 5, 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 August 29, 2008 to shareholders of record as of the close of business on August 19, 2008. The Company expects to pay a dividend of $0.05 per share in the next quarter as well.
Commenting on the outlook for 2008, Ms. Bronicki said, “Following our second quarter earnings results, we expect our 2008 Electricity Segment revenues to be approximately $250 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 Products Segment, we maintain our guidance for 2008 revenues and expect them to be between $70 million and $80 million”.
Ms. Bronicki concluded, “The first half of 2008 yielded both top and bottom line growth that we expect will continue in the years to come, Ormat is well positioned to contribute to the mitigation of harmful effects of greenhouse gasses. We are pleased at the way in which both of our business segments are prepared for future growth, and look forward to the coming quarters.”
Six Month Results
For the six month-period ended June 30, 2008, total revenues were $149.6 million, an increase of 2.6% from $145.8 million in the same period last year. Net income for the period was $22.2 million, or $0.52 per share, compared to $2.7 million, or $0.07 per share, in the first half of 2007.
Electricity Segment revenues for the six-month period were $121.3 million, an increase of 22.5% from $99.0 million in the same period a year ago. Products segment revenues for the first half of 2008 were $28.3 million, a decrease of 39.5% from $46.8 million in the same period in 2007.
Adjusted EBITDA for the six-month period was $56.7 million, compared to $44.0 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 $2.8 million and $8.2 million for the six months ended June 30, 2008 and 2007, respectively, related to the Company’s unconsolidated investments. The reconciliation of GAAP net income to Adjusted EBITDA is set forth below in the 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. U.S. E.D.T. on Wednesday, August 6, 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.
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 1:00 p.m. EDT on August 6, 2008 through 11:59 p.m. EDT, August 13, 2008. Please call: (800) 642-1687 (U.S. and Canada) or (706) 645-9291 (International) and enter the code 55770992.
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 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 5, 2008.

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Ormat Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the Three and Six-months periods Ended March 31, 2008 and 2007
(Unaudited)
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2008     2007     2008     2007  
    (in thousands, except per share amounts)  
Revenues:
                               
Electricity
  $ 61,774     $ 55,360     $ 121,293     $ 99,018  
Products
    18,447       28,692       28,315       46,781  
 
                       
Total revenues
    80,221       84,052       149,608       145,799  
 
                       
Cost of revenues:
                               
Electricity
    41,506       35,328       80,182       75,050  
Products
    15,704       24,214       23,754       40,138  
 
                       
Total cost of revenues
    57,210       59,542       103,936       115,188  
 
                       
Gross margin
    23,011       24,510       45,672       30,611  
 
                               
Operating expenses:
                               
Research and development expenses
    785       1,061       1,481       1,765  
Selling and marketing expenses
    2,020       3,822       5,539       5,808  
General and administrative expenses
    5,925       5,162       11,952       10,909  
 
                       
Operating income
    14,281       14,465       26,700       12,129  
 
                               
Other income (expense):
                               
Interest income
    1,052       1,621       2,098       3,036  
Interest expense
    (2,867 )     (7,070 )     (6,470 )     (14,852 )
Foreign currency translation and transaction gains (losses)
    (1,359 )     41       (1,542 )     (675 )
Impairment of auction rate securities
                (328 )      
Other non-operating income
    309       (4 )     349       348  
 
                       
Income (loss) before income taxes, minority interest, and equity in income of investees
    11,416       9,053       20,807       (14 )
   
Income tax benefit (provision)
    (2,613 )     (1,992 )     (4,684 )     3  
Minority interest
    2,950       305       5,155       305  
Equity in income of investees
    408       1,181       947       2,412  
 
                       
Net income
  $ 12,161     $ 8,547     $ 22,225     $ 2,706  
 
                       
 
                               
Earnings per share — basic and diluted
  $ 0.28     $ 0.22     $ 0.52     $ 0.07  
 
                       
 
                               
Weighted average number of shares used in computation of earnings per share:
                               
Basic
    43,828       38,123       42,995       38,116  
 
                       
Diluted
    43,978       38,255       43,127       38,248  
 
                       
Net income for the three months ended June 30, 2008 and 2007 includes stock-based compensation expense of $1.0 million, or $0.02 per share (basic and diluted), and $1.0 million, or $0.03 per share (basic and diluted), respectively.
Net income for the six months ended June 30, 2008 and 2007 includes stock-based compensation expense of $2.1 million, or $0.05 per share (basic and diluted), and $1.6 million, or $0.04 per share (basic and diluted), respectively.

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Ormat Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
As of June 30, 2008 and December 31, 2007
(Unaudited)
                 
    June 30,     December 31,  
    2008     2007  
    (in thousands)  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 137,767     $ 47,227  
Marketable securities
          13,489  
Restricted cash, cash equivalents and marketable securities Receivables:
    33,156       29,236  
Trade
    52,461       46,519  
Related entities
    602       385  
Other
    13,176       9,008  
Due to Parent
    668       253  
Inventories, net
    13,391       10,312  
Costs and estimated earnings in excess of billings on uncompleted contracts
    1,560       3,608  
Deferred income taxes
    1,784       1,732  
Prepaid expenses and other
    8,721       7,059  
 
           
Total current assets
    263,286       168,828  
Long-term marketable securities
    3,142       2,762  
Restricted cash, cash equivalents and marketable securities
    4,313       5,605  
Unconsolidated investments
    29,306       30,560  
Deposits and other
    18,669       15,294  
Deferred income taxes
    11,888       12,427  
Property, plant and equipment, net
    820,018       743,386  
Construction-in-process
    320,249       234,014  
Deferred financing and lease costs, net
    13,195       14,044  
Intangible assets, net
    46,429       47,989  
 
           
Total assets
  $ 1,530,495     $ 1,274,909  
 
           
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 87,778     $ 75,836  
Billings in excess of costs and estimated earnings on uncompleted contracts
    15,409       4,818  
Current portion of long-term debt:
               
Limited and non-recourse
    6,484       7,667  
Full recourse
          1,000  
Senior secured notes (non-recourse)
    21,655       25,475  
Due to Parent, including current portion of notes payable to Parent
    31,870       31,695  
 
           
Total current liabilities
    163,196       146,491  
Long-term debt, net of current portion:
               
Limited and non-recourse
    11,202       14,490  
Senior secured notes (non-recourse)
    266,136       273,840  
Notes payable to Parent, net of current portion
    9,600       26,200  
Deferred lease income
    74,856       76,198  
Deferred income taxes
    22,325       20,680  
Liability for unrecognized tax benefits
    5,817       5,330  
Liabilities for severance pay
    19,204       15,201  
Asset retirement obligation
    14,153       13,014  
 
           
Total liabilities
    586,489       591,444  
 
           
Minority interest
    123,306       65,382  
 
           
Stockholders’ equity:
               
Common stock
    45       41  
Additional paid-in capital
    698,433       513,109  
Retained earnings
    121,393       103,545  
Accumulated other comprehensive income
    829       1,388  
 
           
Total stockholders’ equity
    820,700       618,083  
 
           
Total liabilities and stockholders’ equity
  $ 1,530,495     $ 1,274,909  
 
           

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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, 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 and six-month periods ended June 30, 2008 and 2007:
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2008     2007     2008     2007  
    (in thousands)     (in thousands)  
Net income
  $ 12,161     $ 8,547     $ 22,225     $ 2,706  
Adjusted for:
                               
Equity in income of investees
    (408 )     (1,181 )     (947 )     (2,412 )
Minority interest
    (2,950 )     (305 )     (5,155 )     (305 )
Interest expense, net (including amortization of deferred financing costs)
    1,815       5,449       4,700       11,816  
Other non-operating income
    1,050       (37 )     1,193       327  
Income tax provision (benefit)
    2,613       1,992       4,684       (3 )
Depreciation and amortization
    13,601       12,134       27,232       23,694  
 
                       
EBITDA
    27,882       26,599       53,932       35,823  
Equity in income of Mammoth-Pacific L.P. and Ormat Leyte
    408       1,181       947       2,412  
Depreciation, amortization, interest and taxes attributable to the Company’s equity in Mammoth-Pacific L.P. and Ormat Leyte
    918       2,848       1,837       5,752  
 
                       
Adjusted EBITDA
  $ 29,208     $ 30,628     $ 56,716     $ 43,987  
 
                       

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