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 8, 2017

     
  Ormat Technologies, Inc.  
  (Exact name of registrant as specified in its charter)  

 

 

Commission File No. 00 1-32347

 

 

Delaware

 

No. 88-0326081

(State of Incorporation)

 

(I.R.S. Employer
    Identification No.)

     
     

6225 Neil Road , Reno, Nevada

 

89 511

(Address of principal executive offices)

 

(Zip code)

 

 

Not Applicable

 

(Former name or former address, if changed since last report)

 

 

Registrant's teleph one number, including area code: (775) 356-9029

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

- 1 -

 

 

TABLE OF CONTENTS

 

 

Item 2.02 Results of Operation and Financial Condition 3
Item 9.01 Financial Statements and Exhibits 3
Signature s   5
Exhibit Index   6
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 8, 2017, Ormat Technologies, Inc. (the “Registrant”) reported its earnings for its first fiscal quarter of 2017. 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 8, 2017 containing financial information for its first fiscal quarter of 2017.

 

- 3 -

 

 

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 1, 2017.

 

 

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/ Isaac Angel  
    Isaac Angel  
    Chief Executive Officer  

 

Date: May 9, 2017

 

- 5 -

 

 

 

EXHIBIT INDEX

 

Exhibit

Number


Description

 
     

99.1

Press Release of Registrant dated May 8, 2017

 

 

 

- 6 -

Exhibit 99.1

 

 

PRESS RELEASE  
Ormat Technologies Contact: Investor Relations Agency Contact:
Smadar Lavi Rob Fink/Brett Maas
Investor Relations Hayden - IR
775-356-9029 (ext. 65726) 646-415-8972/646-536-7331
slavi@ormat.com rob@haydenir.com / brett@haydenir.com

 

 

Ormat Technologies Reports 25% Increase in Revenues for the First Quarter of 2017

 

 

Electricity Segment Expands 7.3% to R ecord R evenues of $115.8 million ; Products Segment Up 69.5%

 

Management Reiterates Full-Year Guidance

 

 

RENO, Nev. Ma y 8 , 201 7 - Ormat Technologies, Inc. (NYSE: ORA) today announced financial results for the first quarter ended March 31, 2017.

 

Financial Summary :

 

($ millions, except per share amounts)

 

1Q 2017

   

1Q 2016

   

Change

 

Revenues

                       

Electricity

  $ 115.8     $ 107.9       7.3 %

Product

  $ 74.1     $ 43.7       69.5 %

Total Revenues

  $ 189.9     $ 151.6       25.3 %

Gross profit

  $ 74.4     $ 63.9       16.5 %

Operating income

  $ 59.5     $ 50.5       17.7 %

Net income attributable to the Company ’s stockholders

  $ 35.3     $ 29.3       20.6 %

Earnings per share

    0.70       0.59       18.9 %
                         

Adjusted EBITDA

  $ 91.8     $ 80.2       14.4 %

 

First Quarter 2017 Highlights and Recent Developments:

 

 

Total revenues of $189.9 million, up 25.3% compared to the first quarter of 2016;

 

 

Electricity segment revenues increased 7.3% to record revenues of $115.8 million, up from $107.9 million in the first quarter of 2016; 

 

 

Product segment revenues increased 69.5% to $74.1 million, up from $43.7 million in the first quarter of 2016; 

 

 

Electricity generation increased 2.2%, compared to the first quarter of 2016, from 1.397 million MWh to 1.428 million MWh;

 

 

Gross margin decreased to 39.2% compared to 42.1% in the first quarter of 2016, due to a lower margin in the Product segment;

 

 

Operating income increased 17.7% to $59.5 million, compared to $50.5 million in the first quarter of 2016;

 

 

 

 

 

Net income attributable to the company's shareholders of $ 35.3 million or $0.70 per diluted share, compared to $29.3 million or $0.59 per diluted share in the first quarter of 2017;

 

 

Adjusted EBITDA grew 14.4% to a record of $91.8 million in the first quarter of 2017;

 

 

Declared a quarterly dividend of $0 .08 per share for the first quarter of 2017;

 

 

Product segment backlog remains strong at $207.0 million 1 ; added approximately $30 million of new orders 2 ;

 

 

Closed acquisition of substantially all of the business and assets of Viridity Energy, Inc. ;

 

 

Commenced commercial operation of the first unit of the Sarulla geothermal power plant, one of the world ’s largest geothermal power plants, located in Indonesia’s North Sumatra; and

 

 

ORIX will acquire 22% ownership stake in Ormat from FIMI and Bronicki Investments and simultaneously enter into strategic partnership with Ormat. Closing is expected in the third quarter of 2017.

 

 

This was another good quarter, benefitting from outstanding execution in both our electricity and products segment,” commented Isaac Angel, Chief Executive Officer. “As we have noted, our goal in the electricity segment has been to adjust output at our facilities to maximize efficiency, and the progress we are making in this area is evidenced by the improvement in gross margin to 43.0%. The addition of the Bouillante facility, coupled with full output again at Puna, has helped us increase revenue in the segment by more than 7%. I am encouraged with our progress in this segment.”

 

Mr. Angel continued, “ Our products segment delivered a nearly 70% increase in quarterly sales, due to our progress in projects in New Zealand, China and Turkey. As previously indicated, several of these projects, most notably in Turkey, as well as timing issues related to product deliveries, contributed to lower gross margin which is expected to remain at similar level during 2017. As a result of the improvements we are constantly making to increase efficiencies across our operations, we delivered a record adjusted EBITDA of nearly $92 million.”

 

Mr. Angel continued , “We recently announced that ORIX will acquire 22% ownership stake in Ormat mainly from FIMI and Bronicki Investments. S imultaneous, we signed a commercial cooperation agreement with ORIX. We see this commercial cooperation agreement as a significant development that will enhance our strategic position, expand our geographic footprint as well as our technological and customer base. ORIX’s global reach and reputation in the energy market serves as a further validation of Ormat’s comprehensive capabilities and track record to a broader market and provides a platform to accelerate our growth.”

 

 

Guidance  

 

Mr. Angel added, “ We reiterate our guidance and expect full-year 2017 total revenues between $680.0 million and $700.0 million with electricity segment revenues between $460.0 million and $470.0 million and product segment revenues between $220.0 million and $230.0 million. We expect 2017 Adjusted EBITDA between $340 million and $350 million for the full year. We expect annual Adjusted EBITDA attributable to noncontrolling interest to be approximately $23.0 million.”

 

First Quarter 2017 Financial Results

 

For the three months ended March 31, 2017, total revenues were $189.9 million, up from $151.6 million for the three months ended March 31, 2016, an increase of 25.3%. Electricity segment revenues increased 7.3% to $115.8 million in the three months ended March 31, 2017, up from $107.9 million for the three months ended March 31, 2016. Product segment revenues increased 69.5% to $74.1 million for the three months ended March 31, 2017, up from $43.7 million in the three months ended March 31, 2016.

 

 


1 Backlog as of May 8, 2017 and includes revenues for the period between April 1, 2017 and May 8, 2017.

2 New contracts and change orders in the period between February 27, 2017 until May 8, 2017.

 

 

 

 

General and administrative expenses for the three months ended March 31, 2017 were $9.9 million, or 5.2% of total revenues, compared to $8.7 million, or 5.8% of total revenues, for the three months ended March 31, 2016. The increase was mainly due to merger and acquisition costs.

 

The company reported net income attributable to the company ’s shareholders of $35.3 million, or $0.70 per diluted share, compared to net income attributable to the company’s shareholders of $29.3 million, or $0.59 per diluted share, for the same period last year.

 

Adjusted EBITDA for the three months ended March 31, 2017 was $91.8 million, compared to $80.2 million for the three months ended March 31, 2016, an increase of 14.4%. The reconciliation of GAAP net cash provided by (used in) operating activities and net income to EBITDA and Adjusted EBITDA and additional cash flow information is set forth below in this release.

 

D ividend

 

On May 8, 2017, ORMAT’s Board of Directors approved a payment of a quarterly dividend of $0.08 per share pursuant to the company’s dividend policy. The dividend will be paid on May 31, 2017 to shareholders of record as of the close of business on May 22, 2017. In addition, the company expects to pay quarterly dividends of $0.08 per share in the next two quarters.

 

Conference Call Details

 

Ormat will host a conference call to discuss its financial results and other matters discussed in this press release at 9 a.m. ET on Tuesday, May 9, 2017. The call will be available as a live, listen-only webcast at www.ormat.com/investors . During the webcast, management will refer to slides that will be posted on the website. The slides and accompanying webcast can be accessed through the Events & Presentations in the Investor Relations section of Ormat’s website.

 

An archive of the webcast will be available approximately 30 minutes after the conclusion of the live call.

 

Please ask to be joined into the Ormat Technologies, Inc. call.  

 

Participant telephone numbers  
Participant dial in (toll free): 1-877-511-6790
Participant international dial in: 1-412-902-4141
Canada Toll Free 1-855-669-9657
   
Conference replay  
US Toll Free: 1-877-344-7529
International Toll: 1-412-317-0088
Replay Access Code: 10104670

 

About Ormat Technologies

 

With over five decades of experience, Ormat Technologies, Inc. is a leading geothermal company and the only vertically integrated company engaged in geothermal and recovered energy generation (REG), with the objective of becoming a leading global provider of renewable energy. The company owns, operates, designs, manufactures and sells geothermal and REG power plants primarily based on the Ormat Energy Converter – a power generation unit that converts low-, medium- and high-temperature heat into electricity. With 73 U.S. patents, Ormat’s power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 474 employees in the United States and over 700 overseas. Ormat’s flexible, modular solutions for geothermal power and REG are ideal for the vast range of resource characteristics. The company has engineered, manufactured and constructed power plants, which it currently owns or has installed to utilities and developers worldwide, totaling over 2,200 MW of gross capacity. Ormat’s current 727 MW generating portfolio is spread globally in the U.S., Guatemala, Guadeloupe, Indonesia and Kenya.

 

 

 

 

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 1, 2017.

 

These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

 

###

 

 

 

 

Ormat Technologies, Inc. and Subsidiaries

Ormat Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three M onth Periods Ended March 31 , 2017 and 2016

(Unaudited)

 

   

Three Months Ended March 31

 
   

2017

   

2016

 
   

(In thousands, except per share data)

 

Revenues:

               

Electricity

  $ 115,776     $ 107,868  

Product

    74,122       43,726  

Total revenues

    189,898       151,594  

Cost of revenues:

               

Electricity

    66,036       63,686  

Product

    49,452       24,035  

Total cost of revenues

    115,488       87,721  

Gross profit

    74,410       63,873  

Operating expenses:

               

Research and development expenses

    602       349  

Selling and marketing expenses

    4,363       3,675  

General and administrative expenses

    9,949       8,749  

Write-off of unsuccessful exploration activities

          557  

Operating income

    59,496       50,543  

Other income (expense):

               

Interest income

    244       320  

Interest expense, net

    (14,923 )     (16,023 )

Derivatives and foreign currency transaction gains (losses)

    1,338       1,962  

Income attributable to sale of tax benefits

    6,157       4,398  

Other non-operating expense, net

    (92 )     191  

Income before income taxes and equity in losses of investees

    52,220       41,391  

Income tax provision (benefit)

    (10,886 )     (9,509 )

Equity in losses of investees, net

    (1,599 )     (937 )

Net income

    39,735       30,945  

Net income attributable to noncontrolling interest

    (4,423 )     (1,674 )

Net income attributable to the Company's stockholders

  $ 35,312     $ 29,271  
                 

Earnings per share attributable to the Company's stockholders - Basic and diluted:

               

Basic:

               

Net Income

  $ 0.71     $ 0.60  
                 

Diluted:

               

Net Income

  $ 0.70     $ 0.59  
                 

Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:

               

Basic

    49,680       49,173  

Diluted

    50,491       49,782  

 

 

 

 

Ormat Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

As of March 31, 2017 and December 31 , 2016

(Unaudited)

 

   

March 31,

   

December 31,

 
   

2017

   

2016

 
   

(In thousands)

 
ASSETS  

Current assets:

               

Cash and cash equivalents

  $ 174,138     $ 230,214  

Restricted cash, cash equivalents and marketable securities

    59,879       34,262  

Receivables:

               

Trade

    68,920       80,807  

Other

    10,976       17,482  

Inventories

    17,804       12,000  

Costs and estimated earnings in excess of billings on uncompleted contracts

    56,550       52,198  

Prepaid expenses and other

    40,482       45,867  

Total current assets

    428,749       472,830  

Investment in an unconsolidated company

    2,806        

Deposits and other

    20,075       18,553  

Deferred charges

    43,960       43,773  

Property, plant and equipment, net

    1,542,687       1,556,378  

Construction-in-process

    351,636       306,709  

Deferred financing and lease costs, net

    3,465       3,923  

Intangible assets, net

    86,800       52,753  

Goodwill

    19,710       6,650  

Total assets

  $ 2,499,888     $ 2,461,569  
LIABILITIES AND EQUITY  

Current liabilities:

               

Accounts payable and accrued expenses

  $ 95,518     $ 91,650  

Short-term revolving credit lines with banks (full recourse)

    30,000        

Billings in excess of costs and estimated earnings on uncompleted contracts

    17,595       31,630  

Current portion of long-term debt:

               

Limited and non-recourse:

               

Senior secured notes

    32,285       32,234  

Other loans

    21,495       21,495  

Full recourse

    10,598       12,242  

Total current liabilities

    207,491       189,251  

Long-term debt, net of current portion:

               

Limited and non-recourse:

               

Senior secured notes

    344,397       350,388  

Other loans

    256,787       261,845  

Full recourse:

               

Senior unsecured bonds

    203,649       203,577  

Other loans

    56,890       57,063  

Accumulated losses of unconsolidated company in excess of investment

          11,081  

Liability associated with sale of tax benefits

    51,122       54,662  

Deferred lease income

    53,798       54,561  

Deferred income taxes

    42,283       35,382  

Liability for unrecognized tax benefits

    6,312       5,738  

Liabilities for severance pay

    19,530       18,600  

Asset retirement obligation

    23,803       23,348  

Other long-term liabilities

    32,130       21,294  

Total liabilities

    1,298,192       1,286,790  
                 

Reedemable non-controlling interest

    5,195       4,772  
                 

Equity:

               

The Company's stockholders' equity:

               

Common stock

    50       50  

Additional paid-in capital

    871,176       869,463  

Retained earnings (accumulated deficit)

    243,508       216,644  

Accumulated other comprehensive income (loss)

    (7,076 )     (7,732 )
      1,107,658       1,078,425  

Noncontrolling interest

    88,843       91,582  

Total equity

    1,196,501       1,170,007  

Total liabilities and equity

  $ 2,499,888     $ 2,461,569  

 

 

 

 

Ormat Technologies, Inc. and Subsidiaries

Reconciliation of EBITDA, Adjusted EBITDA and Additional Cash Flows Information

For the Three M onth Periods Ended March 31 , 2017 and 2016

(Unaudited)

 

We calculate EBITDA as net income before interest, taxes, depreciation and amortization. We calculate Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, adjusted for (i) termination fees, (ii) impairment of long-lived assets, (iii) write-off of unsuccessful exploration activities, (iv) any mark-to-market gains or losses from accounting for derivatives, (v) merger and acquisition transaction cost, (vi) stock-based compensation, (vii) gain from extinguishment of liability, and (viii) gain on sale of subsidiary and property, plant and equipment. EBITDA and Adjusted EBITDA are not a measurement of financial performance or liquidity 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 tables reconcile net cash provided by (used in) operating activities and net income to EBITDA and Adjusted EBITDA for the three month periods ended March 31, 2017 and 2016.

 

   

Three Months Ended March 31

 
   

2017

   

2016

 
                 
   

(in thousands)

 

Net cash provided by operating activities

  $ 71,463     $ 27,044  

Adjusted for:

               

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

    13,405       14,127  

Interest income

    (244 )     (320 )

Income tax provision

    10,886       9,509  

Adjustments to reconcile net income or loss to net cash provided by operating activities (excluding depreciation and amortization)

    (4,669 )     30,082  

EBITDA

  $ 90,841     $ 80,442  
                 

Mark-to-market gains or losses from accounting for derivatives

    (1,523 )     (1,746 )

Stock-based compensation

    1,713       842  

Merger and acquisition transaction cost

    800       147  

Write-off of unsuccessful exploration activities

          557  

Adjusted EBITDA

  $ 91,831     $ 80,242  
                 
                 

Net cash used in investing activities

  $ (128,738 )   $ (44,620 )

Net cash provided by (used in) financing activities

  $ 1,199     $ (19,845 )

 

 

 

 

   

Three Months Ended March 31

 
   

2017

   

2016

 
                 
   

(in thousands)

 

Net income

  $ 39,735     $ 30,945  

Adjusted for:

               

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

    14,679       15,703  

Income tax provision

    10,886       9,509  

Depreciation and amortization

    25,541       24,285  

EBITDA

  $ 90,841     $ 80,442  
                 

Mark-to-market gains or losses from accounting for derivatives

    (1,523 )     (1,746 )

Stock-based compensation

    1,713       842  

Merger and acquisition transaction cost

    800       147  

Write-off of unsuccessful exploration activities

          557  

Adjusted EBITDA

  $ 91,831     $ 80,242