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: January 30, 2012
Ormat Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State of Incorporation)
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001-32347
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No. 88-0326081
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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6225 Neil Road, Reno, Nevada
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89511-1136
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(Address of Principal Executive Offices)
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(Zip Code)
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(775) 356-9029
(Registrant’s Telephone Number, Including Area Code)
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2.
below):
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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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INFORMATION TO BE INCLUDED IN THE REPORT
On January
30, 2012, Ormat Technologies, Inc. (the “Company”) announced that it is revising its previously issued guidance concerning the impact recently-finalized mandatory short-run-avoided-cost (“SRAC”) pricing applicable to the power
purchase agreements (“PPAs”) for the Heber 1 and 2 power plants, the Ormesa complex and the Mammoth complex in California (the “SRAC PPAs”) may have on the Company’s revenues in 2012 and 2013.
The Company’s current expectation is that the new SRAC price formulas will reduce the Company’s revenues in 2012 and 2013 by an
estimated $24.8 million and $24.9 million, respectively. This estimate is based, among other things, on the Company’s current assumptions concerning the average price of natural gas during these years and the time when California implements its
greenhouse gas (“GHG”) cap-and-trade program, each of which is uncertain and subject to change.
The change from the
Company’s previously announced guidance (which estimated a revenue reduction in 2012 and 2013 of $9.5 million and $6.5 million, respectively) is attributable primarily to recent and significant decreases in forecasted natural gas prices for
2012 and 2013. It is also attributable to a delay in implementing the California GHG program, now scheduled to begin in 2013.
As explained in the Company’s Form 10-Q for the quarter ended September 30, 2011, the PPAs for the Heber 1 and 2 power plants,
the Ormesa complex and the Mammoth complex in California will implement SRAC pricing, as required under a global settlement relating primarily to purchase and payment obligations of investor-owned utilities in California to certain “Qualifying
Facilities.” As the Company stated in that Form 10-Q, the Company is unable to estimate the impact on revenues beyond 2013 at this time.
In addition, to mitigate part of the reduction in revenues from these facilities, the Company may seek to amend one or more of its PPAs, among other things, to provide for fixed price terms. The Company
has no assurance that it will be able to amend any of these PPAs on terms that are attractive to it, or at all.
A copy of the
Company’s press release containing this information is furnished as Exhibit 99 to this report on Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit 99
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Press Release of the Company dated January 30, 2012.
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Safe Harbor Statement
Information provided in this report on Form 8-K contains 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 include the estimated impact of SRAC pricing on the Company’s revenues for 2012 and 2013 and the various assumptions
underlying those estimates, including future natural gas prices, the date of implementation of California’s GHG program, the revenues that the affected plants otherwise might generate during these years, any possible amendments of one or more
of the PPAs for these plants and other uncertainties associated with the future operation of these plants. Actual future results may differ materially from those projected as a result of any of these factors and other 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 February 28, 2011.
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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.
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ORMAT TECHNOLOGIES, INC.
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By
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EHUDIT
B
RONICKI
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Name:
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Yehudit Bronicki
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Title:
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Chief Executive Officer
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Date: January 30, 2012
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Exhibit 99
PRESS RELEASE
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Ormat Technologies Contact:
Dita Bronicki
CEO
775-356-9029
dbronicki@ormat.com
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Investor Relations Contact:
Todd Fromer/ Rob Fink
KCSA Strategic
Communications
212-896-1215 (Todd) /212-896-1206 (Rob)
tfromer@kcsa.com /rfink@kcsa.com
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ORMAT UPDATES IMPACT OF CALIFORNIA GLOBAL SETTLEMENT ON ITS 2012 AND 2013 REVENUES
New Projects and Strong Product Pipeline to Mitigate Lower Natural Gas Prices
RENO, Nevada, January 30, 2012
– Ormat Technologies, Inc. (NYSE: ORA) announced today that it is revising its previously issued
expectations pertaining to the impact of recently finalized mandatory short-run-avoided-cost (“SRAC”) pricing applicable to power purchase agreements (“PPAs”) for the Heber 1 and 2 power plants, the Ormesa complex and the Mammoth
complex in California (the “SARC PPAs”) may have on its revenues in 2012 and 2013.
When originally announced, the impact of this
settlement was expected to reduce revenues by $9.5 million in 2012 and $6.5 million in 2013. However, as a result of the significant decrease in natural gas price forecasts for 2012 and 2013 and the delay of California’s greenhouse gas
(“GHG”) cap-and-trade program that is now scheduled to begin in 2013, each of which is uncertain and subject to change, it is now expected that the new SRAC price formulas will reduce revenues in 2012 and 2013 by an estimated $24.8 million
and $24.9 million, respectively. Such reduction represents approximately 5.9% of the company’s forecasted 2011 total revenues.
Despite
the estimated impact, Ormat’s total revenues in 2012 are expected to equal or exceed total revenues for 2011. Official financial guidance for 2012 will be provided in the company’s 2011 fourth quarter and year-end earnings release which is
scheduled for February 22, 2012.
In addition, to mitigate part of the reduction in revenues from these facilities, the company may seek
to amend one or more of its PPAs, among other things, to provide for fixed price terms. There is no assurance that the company will be able to amend any of these PPAs on terms that are attractive to it, or at all.
Commenting on the revised guidance, Dita Bronicki, CEO of Ormat Technologies, said: “Revenues from new projects and our strong product segment
pipeline should offset the impact of the current natural gas prices. While there are expectations that natural gas prices may increase due to various market conditions, such as LNG exports, we will continue to seek alternatives to the variable
pricing terms for our SRAC PPAs.”
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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 80 U.S. patents. Ormat has engineered and built power plants,
that it currently owns or has supplied to utilities and developers worldwide1410 MW of gross capacity. Ormat’s current generating portfolio includes the following geothermal and recovered energy-based power plants: in the United States - Brady,
Brawley, Heber, Jersey Valley, Mammoth, Ormesa, Puna, Steamboat, OREG 1, OREG 2, OREG 3 and OREG 4; in Guatemala - Zunil and Amatitlan; in Kenya - Olkaria III; and, in Nicaragua - Momotombo.
Ormat’s Safe Harbor Statement
Information provided in this press release
contains 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 include the estimated impact of SRAC pricing on our revenues for 2012 and 2013 and the various assumptions underlying those estimates, including future natural gas prices, the date of implementation of California’s GHG program, the
revenues that the affected plants otherwise might generate during these years, any possible amendments of one or more of the PPAs for these plants and other uncertainties associated with the future operation of these plants. Actual future
results may differ materially from those projected as a result of any of these factors and other 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 February 28, 2011
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.
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