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 (Date of earliest event reported): November 7, 2019 (November 6, 2019)
Ormat Technologies, Inc.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-32347 Commission File Number |
88-0326081 (I.R.S. Employer Identification Number) |
6140 Plumas Street, Reno, Nevada (Address of principal executive offices) |
89519-6075 (Zip code) |
(775) 356-9029 (Registrant’s telephone number, including area code) |
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6255 Neil Road, Reno , Nevada 89511-1136 (Former name or former address, if changes 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):
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
ORA |
NYSE |
TABLE OF CONTENTS
Item 2.02 Item 9.01 Signatures Exhibit Index Exhibit 99.1 Ex-99.1 |
Results of Operation and Financial Condition Financial Statements and Exhibits
Press Release |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02. Results of Operations and Financial Condition.
On November 6, 2019 Ormat Technologies, Inc. (the “Registrant”) reported its earnings for its for its first fiscal quarter ended September 30, 2019. 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:
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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, 2019.
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.
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/ Isaac Angel |
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Isaac Angel Chief Executive Officer |
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Date: November 7, 2019
Exhibit 99.1
Ormat Technologies Contact: Smadar Lavi VP Corporate Finance and Head of Investor Relations 775-356-9029 (ext. 65726) slavi@ormat.com |
Investor Relations Agency Contact: Rob Fink FNK IR 646-415-8972 rob@FNKIR.com |
Ormat Technologies Reports Third quarter 2019 financial results
Electricity revenues increase 6.1% and gross margins expand TO 32.5%;
COMPANY raises 2019 Revenue guidance to Upper End of Range and increasES adjusted ebitda Guidance
RENO, Nev. November 6, 2019, Ormat Technologies, Inc.1 (NYSE: ORA) today announced financial results for the third quarter ended September 30, 2019.
($ millions, except per share amounts) |
Q3 2019 |
Q3 2018 |
Change (%) |
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Revenues |
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Electricity |
124.0 | 116.9 | 6.1 | % | ||||||||
Product |
43.0 | 48.4 | (11.2% | ) | ||||||||
Other |
3.5 | 1.2 | 203.0 | % | ||||||||
Total Revenues |
170.5 | 166.5 | 2.4 | % | ||||||||
Gross Profit |
55.5 | 48.8 | 13.7 | % | ||||||||
Gross margin (%) |
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Electricity |
35.4 | % | 31.7 | % | ||||||||
Product |
27.8 | % | 26.4 | % | ||||||||
Other |
(9.3% | ) | (89.0% | ) | ||||||||
Gross margin (%) |
32.5 | % | 29.3 | % | ||||||||
Operating income |
38.7 | 25.9 | 49.5 | % | ||||||||
Net income attributable to the Company’s shareholders |
15.6 | 10.6 | 47.5 | % | ||||||||
Diluted EPS |
$ | 0.30 | $ | 0.21 | 42.9 | % | ||||||
Diluted EPS W/O the impact of Puna2 |
$ | 0.35 | $ | 0.26 | ||||||||
Adjusted Net income attributable to the Company’s stockholders3 |
15.6 | 15.6 | ||||||||||
Diluted Adjusted EPS3 |
$ | 0.30 | $ | 0.31 | ||||||||
Adjusted EBITDA3 |
85.5 | 75.6 | 13.0 | % | ||||||||
Adjusted EBITDA W/O the impact of Puna3 |
87.0 | 77.3 | 12.5 | % |
1 Ormat Technologies, Inc. is also referred to herein as the “Company”, “Ormat”, “we” or “us”
2 Diluted EPS excludes $2.5 million and $2.6 million related to Puna in the three months ended September 30, 2019 and 2018, respectively
3 Reconciliation is set forth below in this release
ORMAT TECHNOLOGIES, INC. 6140 Plumas Street Reno, Nevada • +1-775-356-9029 • ormat@ormat.com |
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“We continue to deliver on our stated goals of growing revenues and expanding gross margin,” commented Isaac Angel, Chief Executive Officer. “Total revenues increased 2.4%, driven by strong growth of 6.1% in our core Electricity revenues, which helped to offset both the lack of revenues from our Puna plant in Hawaii (which is preparing to re-start operations after the damage from the 2018 eruption of the Kilauea volcano), as well as the expected quarterly decline in our Product segment revenues. These strong results demonstrate the overall robustness of our Electricity segment and the benefit of our diversified portfolio of operations. Our gross margins also expanded on a year-over-year basis due to the positive impacts of our initiatives to improve plant-level efficiencies and to increase the geographic diversification of our Product segment into higher-margin territories.”
Mr. Angel continued, “The reconstruction efforts at Puna are on schedule and we expect our refurbishment activities will be completed by the end of the year, enabling us to deliver energy from the plant. All of our insurers have now started paying the costs to rebuild the damaged power plant equipment. However, certain insurers rejected our claim for business interruption coverage, and we have filed a lawsuit against these insurers. These lawsuits will not impact our plans for re-starting the Puna facility, and we expect to be able to sell the electricity produced at Puna as soon as the relevant permits required from local authorities for the operation of the substation and the transmission network upgrades being undertaken by our partners at Hawaii Electric Light Company (HELCO) are received. These are expected by the end of Q1 2020, and so we expect to be able to bring the power plant back to operation promptly thereafter, and to gradually increase the power plant’s generating capacity as we complete wellfield drilling work, with a target of regaining full operation by the end of the second quarter of 2020.”
“In the product segment, we are working on new opportunities in New Zealand, Indonesia and the Philippines to diversify and grow our backlog.” continued Mr. Angel. “We remain on pace to meet our full-year targets in all segments and expect to continue our growth path in 2020”
financial highlights for The third quarter of 2019
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Total revenues of $170.5 million, up 2.4% compared to the third quarter of 2018; |
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Electricity segment revenues of $124.0 million, up 6.1% compared to Q3 2018, with the growth resulting from the commencement of commercial operation of the third phase of the McGinness Hills Complex in Nevada, which began in December 2018; |
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Electricity segment gross margin was 35.4% compared to 31.7% for Q3 2018. Excluding the impact from Puna, Electricity segment gross margin would have been 38.7% in Q3 2019 and 35.3% in Q3 2018; |
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Product segment backlog was approximately $167.0 million as of November 6, 2019; |
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Net income was $15.1 million in Q3 2019 compared to $10.1 million in Q3 2018, an increase of $5.0 million mainly due to an increase of $12.8 million in operating income partially offset by an increase of $8.4 million in income tax provision; |
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Net income attributable to the Company's stockholders in Q3 2019 was $15.6 million, or $0.30 per diluted share, compared to $10.6 million, or $0.21 per diluted share in Q3 2018; |
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Adjusted EBITDA increased 13.0% to $85.5 million from $75.6 million in Q3 20184. Adjusted EBITDA includes approximately negative $1.5 million and negative $1.7 million of Adjusted EBITDA related to Puna in Q3 2019 and Q3 2018, respectively. Adjusted EBITDA, excluding any impact from Puna, was $87.0 million in Q3 2019 and $77.3 million in Q3 2018; |
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The Company declared a quarterly dividend of $0.11 per share for the third quarter of 2019. |
Recent Developments
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Announced the commercial operation of the Hinesburg Battery Energy Storage System (Hinesburg BESS) under an agreement with Vermont Electric Cooperative (VEC). |
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Entered a partnership agreement with a private investor that acquired membership interests in the McGinness Hills phase 3 power plant to receive substantially all of the plant’s tax attributes for an initial purchase price of approximately $59.3 million. |
4 Reconciliation is set forth below in this release
2019 GUIDANCE
Mr. Angel added, “We are raising our 2019 Revenue guidance to the upper end of the range and increasing Adjusted EBITDA guidance. Excluding Puna, we expect full-year 2019 total revenues of between $731 million and $743 million, with Electricity segment revenues between $535 million and $540 million, and Product segment revenues between $185 million and $190 million. Revenues from our energy storage services business are expected to be between $11 million and $13 million. We expect 2019 Adjusted EBITDA to be between $385 million and $390 million. We expect annual Adjusted EBITDA attributable to minority interest to be approximately $23 million. This guidance, with regard to revenues, Adjusted EBITDA and Adjusted EBITDA attributable to minority interest, excludes any contribution and/or impact from Puna.”
The Company provides a reconciliation of Adjusted EBITDA, a non-GAAP financial measure for the three months ended September 30, 2019. However, the Company is unable to provide a reconciliation for its Adjusted EBITDA guidance range due to high variability and complexity with respect to estimating forward looking amounts for impairments and disposition and acquisition of business interests, income taxes expense related to still evolving effects of the tax law reform in the United States and other non-cash expenses and adjusting items which are excluded from the calculation of Adjusted EBITDA.
THIRD QUARTER 2019 FINANCIAL RESULTS (COMPARING THE QUARTER ENDED SEPTEMBER 30, 2019 TO THE QUARTER ENDED SEPTEMBER 30, 2018)
Total revenues for the quarter were $170.5 million, up 2.4% compared to the same quarter last year. Electricity segment revenues increased 6.1% to $124.0 million, up from $116.9 million last year. The increase was mainly attributable to the commencement of commercial operation of the third phase of the McGinness Hills Complex in Nevada, effective December 2018, which generated total complex revenues of $20.0 million for the three months ended September 30, 2019 compared to $12.8 million for the three months ended September 30, 2018. Product segment revenues decreased 11.2% to $43.0 million, down from $48.4 million in the same quarter last year. Other segment revenues were $3.5 million compared to $1.2 million in the same quarter last year. The increase was mainly driven by the start of operation of two storage energy facilities in the PJM market.
General and administrative expenses were $11.9 million, or 7.0% of total revenues, compared to $13.6 million, or 8.2% of total revenues. This decrease was mainly related to a decrease in professional fees.
Net income attributable to the Company’s shareholders was $15.6 million, or $0.30 per diluted share, compared to $10.6 million, or $0.21 per diluted share.
Adjusted EBITDA5 was $85.5 million, compared to $75.6 million. The increase in Adjusted EBITDA is mainly related to the commencement of commercial operation of the third phase of the McGinness Hills Complex. A reconciliation of GAAP net income to EBITDA and Adjusted EBITDA is set forth below in this release.
Dividend
On November 6, 2019, the Company’s Board of Directors declared, approved and authorized payment of a quarterly dividend of $0.11 per share pursuant to the Company’s dividend policy. The dividend will be paid on December 4, 2019 to shareholders of record as of the close of business on November 20, 2019.
ConfERENCE CALL DETAILS
Ormat will host a conference call to discuss its financial results and other matters discussed in this press release on Thursday, November 7, at 10 a.m. ET. The call will be available as a live, listen-only webcast at investor.ormat.com. 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 News & Events in the Investor Relations section of Ormat’s website.
An archive of the webcast will be available approximately 60 minutes after the conclusion of the live call.
5 Reconciliation is set forth below in this release
Investors may access the call by dialing:
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 77 U.S. patents, Ormat’s power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 584 employees in the United States and 762 overseas. Ormat’s flexible, modular solutions for geothermal power and REG are ideal for a 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 2,900 MW of gross capacity. Ormat’s current 917 MW generating portfolio is spread globally in the U.S., Kenya, Guatemala, Indonesia, Honduras, and Guadeloupe. Ormat expanded its operations to provide energy storage and energy management solutions, by leveraging its core capabilities and global presence as well as through its Viridity Energy Solutions Inc. subsidiary.
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’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2019 and from time to time, in Ormat’s quarterly reports on Form 10-Q that are filed with the SEC.
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
Condensed Consolidated Statement of Operations
For the Three- and Nine-Month Periods Ended September 30, 2019 and 2018
(Unaudited)
Condensed Consolidated Balance Sheet
For the Periods Ended September 30, 2019 and December 31, 2018
(Unaudited)
September 30, |
December 31, |
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2019 |
2018 |
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(In thousands) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 97,602 | $ | 98,802 | ||||
Restricted cash and cash equivalents |
82,435 | 78,693 | ||||||
Receivables: |
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Trade |
139,226 | 137,581 | ||||||
Other |
18,482 | 19,393 | ||||||
Inventories |
39,324 | 45,024 | ||||||
Costs and estimated earnings in excess of billings on uncompleted contracts |
43,125 | 42,130 | ||||||
Prepaid expenses and other |
12,116 | 51,441 | ||||||
Total current assets |
432,310 | 473,064 | ||||||
Investment in an unconsolidated company |
73,714 | 71,983 | ||||||
Deposits and other |
21,078 | 18,209 | ||||||
Deferred income taxes |
131,820 | 113,760 | ||||||
Property, plant and equipment, net |
1,962,637 | 1,959,578 | ||||||
Construction-in-process |
352,013 | 261,690 | ||||||
Operating lease right of use |
58,170 | — | ||||||
Financing lease right of use |
18,046 | — | ||||||
Deferred financing and lease costs, net |
957 | 3,242 | ||||||
Intangible assets, net |
188,815 | 199,874 | ||||||
Goodwill |
19,933 | 19,950 | ||||||
Total assets |
$ | 3,259,493 | $ | 3,121,350 | ||||
LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | 137,176 | $ | 116,362 | ||||
Short-term revolving credit lines with banks (full recourse) |
— | 159,000 | ||||||
Commercial paper |
50,000 | — | ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 6,003 | 18,402 | ||||||
Current portion of long-term debt: |
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Limited and non-recourse: |
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Senior secured notes |
39,393 | 33,493 | ||||||
Other loans |
34,135 | 29,687 | ||||||
Full recourse |
76,572 | 5,000 | ||||||
Operating lease liabilities |
6,253 | — | ||||||
Finance lease liabilities |
3,191 | — | ||||||
Total current liabilities |
352,723 | 361,944 | ||||||
Long-term debt, net of current portion: |
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Limited and non-recourse: |
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Senior secured notes |
344,924 | 375,337 | ||||||
Other loans |
326,227 | 320,242 | ||||||
Full recourse: |
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Senior unsecured bonds |
286,401 | 303,575 | ||||||
Other loans |
73,384 | 41,579 | ||||||
Operating lease liabilities |
17,698 | — | ||||||
Finance lease liabilities |
12,224 | — | ||||||
Liability associated with sale of tax benefits |
118,811 | 69,893 | ||||||
Deferred lease income |
43,264 | 48,433 | ||||||
Deferred income taxes |
86,475 | 61,323 | ||||||
Liability for unrecognized tax benefits |
15,053 | 11,769 | ||||||
Liabilities for severance pay |
18,570 | 17,994 | ||||||
Asset retirement obligation |
44,810 | 39,475 | ||||||
Other long-term liabilities |
5,400 | 16,087 | ||||||
Total liabilities |
1,745,964 | 1,667,651 | ||||||
Redeemable non-controlling interest |
8,741 | 8,603 | ||||||
Equity: |
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The Company's stockholders' equity: |
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Common stock |
51 | 51 | ||||||
Additional paid-in capital |
910,651 | 901,363 | ||||||
Retained earnings (accumulated deficit) |
480,879 | 422,222 | ||||||
Accumulated other comprehensive income (loss) |
(10,848 | ) | (3,799 | ) | ||||
1,380,733 | 1,319,837 | |||||||
Noncontrolling interest |
124,055 | 125,259 | ||||||
Total equity |
1,504,788 | 1,445,096 | ||||||
Total liabilities and equity |
$ | 3,259,493 | $ | 3,121,350 |
Ormat Technologies, Inc. and Subsidiaries
Reconciliation of EBITDA and Adjusted EBITDA
For the Three- and Nine-Month Periods Ended September 30, 2019 and 2018
(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 costs, (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 table reconciles net income to EBITDA and Adjusted EBITDA for the three and nine-month periods ended September 30, 2019 and 2018.
Three Months Ended September 30 |
Nine Months Ended September 30 |
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2019 |
2018 |
2019 |
2018 |
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(in thousands) |
(in thousands) |
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Net income |
$ | 15,089 | $ | 10,107 | $ | 79,416 | $ | 87,022 | ||||||||
Adjusted for: |
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Interest expense, net (including amortization of deferred financing costs) |
19,594 | 18,486 | 61,621 | 48,374 | ||||||||||||
Income tax (benefit) provision |
9,626 | 1,184 | 20,136 | 3,347 | ||||||||||||
Adjustment to investment in unconsolidated company: |
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our proportionate share in interest, tax and depreciation and amortization |
2,644 | 3,784 | 7,884 | 11,768 | ||||||||||||
Depreciation and amortization |
36,365 | 33,687 | 106,982 | 94,983 | ||||||||||||
EBITDA |
$ | 83,318 | $ | 67,248 | $ | 276,039 | $ | 245,494 | ||||||||
Mark-to-market gains or losses from accounting for derivatives |
(330 | ) | (297 | ) | (1,909 | ) | 1,202 | |||||||||
Stock-based compensation |
2,228 | 3,559 | 7,231 | 7,382 | ||||||||||||
Insurance proceeds in excess of assets carrying value |
— | — | — | (7,150 | ) | |||||||||||
Termination fee |
— | 4,973 | — | 4,973 | ||||||||||||
Merger and acquisition transaction cost |
250 | 120 | 750 | 2,790 | ||||||||||||
Write-off of unsuccessful exploration activities |
— | — | — | 119 | ||||||||||||
Adjusted EBITDA |
$ | 85,466 | $ | 75,603 | $ | 282,111 | $ | 254,810 | ||||||||
Puna's related EBITDA |
1,490 | 1,650 | (1,311 | ) | (4,905 | ) | ||||||||||
Adjusted EBITDA excluding Puna's impact |
86,956 | 77,253 | 280,800 | 249,905 |
Ormat Technologies, Inc. and Subsidiaries
Reconciliation of Adjusted Net Income attributable to the Company's stockholders
For the Three-Month and Nine-Month Periods Ended September 30, 2019 and 2018
(Unaudited)
Adjusted Net Income attributable to the Company's stockholders and Adjusted EPS are adjusted for one-time expense items that are not representative of our ongoing business and operations. The use of Adjusted Net income attributable to the Company's stockholders and Adjusted EPS is intended to enhance the usefulness of our financial information by providing measures to assess the overall performance of our ongoing business.
The following table reconciles Net income attributable to the Company's stockholders and Adjusted EPS for the three-month and nine-month periods ended September 30, 2019 and 2018.
Three Months Ended September 30 |
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2019 |
2018 |
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(in millions) |
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Net income attributable to the Company's stockholders |
$ | 15.6 | $ | 10.6 | ||||
One-timetermination fee |
— | 5.0 | ||||||
Adjusted Net income attributable to the Company's stockholders |
$ | 15.6 | $ | 15.6 | ||||
Weighted average number of shares diluted used in computation of earnings per share attributable to the Company's stockholders: |
51.3 | 51.0 | ||||||
Diluted Adjusted EPS |
0.30 | 0.31 |
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