Form 8-K ORMAT TECHNOLOGIES, INC. For: May 07

---

---

 

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 7, 2015

 

 

Ormat Technologies, Inc.

---

(Exact name of registrant as specified in its charter)

 

Commission File No. 001-32347

 

 

Delaware (State of Incorporation)		No. 88-0326081 (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):

 

|_| 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))

 

  

TABLE OF CONTENTS

 

 

Item 2.02	Results of Operation and Financial Condition
Item 9.01	Financial Statements and Exhibits
Signatures
Exhibit Index
Exhibit 99.1
Ex-99.1	Press Release

     

  

INFORMATION TO BE INCLUDED IN THE REPORT 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On May 6, 2015, Ormat Technologies, Inc. (the “Registrant”) reported its earnings for its first fiscal quarter of 2015. 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 6, 2015 containing financial information for its first fiscal quarter of 2015.

 

 

 

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 February 26, 2015.

 

 

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.

 

	ORMAT TECHNOLOGIES, INC.
		(Registrant)
	By	/s/ Isaac Angel
		Isaac Angel
		Chief Executive Officer

 

Date: May 7, 2015

 

  

EXHIBIT INDEX

 

Exhibit Number	Description
99.1	Press Release of Registrant dated May 6, 2015

 

 

 

- 6 -

Exhibit 99.1

 

 

 

PRESS RELEASE
Ormat Technologies Contact:	Investor Relations Agency Contact:
Smadar Lavi	Miri Segal/Brett Maas
Investor Relations	MS/Hayden - IR
775-356-9029	917-607-8654/646-536-7331
[email protected]	[email protected] / [email protected]

 

 

Ormat Technologies Reports 2015 First Quarter Results

 

Company Reiterates Full-Year Revenue and Adjusted EBITDA Guidance

Product Segment Backlog Reaches a Record $387.0 Million

 

RENO, Nevada, May 6, 2015 -- Ormat Technologies, Inc. (NYSE: ORA) today announced financial results for the first quarter ended March 31, 2015.

 

First Quarter Highlights and Recent Developments:

 

●

Electricity revenues of $90.0 million, compared to $94.8 million in the first quarter of 2014;

 

●

Product Segment revenues of $30.3 million, compared to $47.6 million in the first quarter of 2014;

 

●

Cash flow from operation was $83.1 million, an increase of 22.1% compared to $68.1 million in the first quarter of 2014;

 

●

Adjusted EBITDA of $65.3 million, compared to $73.4 million in the first quarter of 2014;

 

●

Declared a quarterly dividend of $0.06 per share for the first quarter of 2015;

 

●

Product segment backlog reached a record $387.0 million as of May 6, 2015;

 

●

Entered into a 20-year PPA with Southern California Public Power Authority (SCPPA) for the second phase of Don A. Campbell project; management expects to complete this project by the end of 2015, approximately three months earlier than previously expected;

 

●

Completed the share exchange transaction with Ormat Industries Ltd, pursuant to the Share Exchange Agreement and Plan of Merger by and among Ormat Industries and Ormat Systems;

 

●

McGinness Hills complex annual generating capacity increased to approximately 72MW following the initiation of commercial operation in February 2015 of the Phase 2 geothermal power plant; and

 

●

Closed and received $162.3 million cash from Northleaf Capital Partners for a 36.75% equity investment in certain power plants.

 

 

 

Isaac Angel, chief executive officer of Ormat, stated, “As expected, this quarter faced headwinds related to lower oil and natural gas prices and lower generation at Puna due to last summer’s hurricane that reduced revenues by $6.6 million and $3.1 million, respectively. On the expense side, we had a one-time expense of $3.4 million associated with our restructuring transaction. In addition, normal fluctuations in revenue recognition inherent within our product division resulted in lower revenues for the quarter compared to last year. We expect revenues will be stronger during the second half of 2015.”

 

 

“During the first quarter we accelerated construction of the second phase of the Don A. Campbell project, and as a result, we expect to begin generating electricity towards the end of 2015, approximately three months ahead of schedule,” continued Mr. Angel. “Subsequent to the end of the quarter, our product segment backlog as of May 6, 2015, increased to a record of approximately $387.0 million.”

 

“We also began executing a multi-year plan to set the stage for our next growth phase,” continued Mr. Angel. “Central to this plan is our focus on expanding our geographic reach. We are also focused on technology diversification, capturing a larger share of the high temperature geothermal resource market with our proven binary system. I am increasingly excited about the opportunities before us, and believe Ormat is uniquely positioned to succeed in the evolving renewable energy market.”

 

Guidance

 

Mr. Angel added, “We reiterate our 2015 revenue guidance despite the current oil and natural gas prices, which translates to a $26.6 million reduction in revenues compared to last year, and we expect the electricity segment revenues to be between $380.0 million and $390.0 million, and product segment revenues to be between $180.0 million and $190.0 million. We reiterate our 2015 Adjusted EBITDA guidance of $280.0 to $290.0 million for the full year, which is also impacted by current oil and natural gas prices.”

 

First Quarter Financial Summary

 

Total revenues for the three months ended March 31, 2015 were $120.2 million, compared to $142.4 million for the three months ended March 31, 2014, which represented a 15.6% decrease. Electricity revenues decreased 5.1% to $90.0 million in the three months ended March 31, 2015, from $94.8 million in the three months ended March 31, 2014. Product revenues decreased 36.4% to $30.3 million in the three months ended March 31, 2015, from $47.6 million in the three months ended March 31, 2014.

 

The revenue decline was primarily attributable to lower energy rates resulting from the decline in natural gas and oil prices, lower generation at the company’s Puna power plant due to the hurricane and the timing of revenue recognition in the company’s product segment. The lower commodity prices had an approximate $6.6 million impact on revenues and the lower generation in Puna had a $3.1 million impact on revenues. The decrease was partially offset by $3.6 million additional revenues from the commencement of operations of McGinness Hills phase 2 power plant in Nevada in February 2015 and a reduction in net loss on derivative contracts on oil and natural gas prices from a net loss of $2.4 million in the first quarter of 2014 to a net gain of $0.3 million in the first quarter of 2015.

 

The company reported net income attributable to the company’s shareholders of $10.0 million or $0.21 per share in the first quarter of 2015 compared to $21.6 million or $0.47 per share for the first quarter of 2014. Net income for the first quarter of 2015 included approximately $3.4 million in non-recurring charges related to the share exchange transaction recorded in general and administrative expenses and $1.4 million foreign currency translation and transaction losses compared to $0.6 million in the first quarter of 2014.

 

 

Adjusted EBITDA for the three months ended March 31, 2015 was $65.3 million, compared to $73.4 million for the three months ended March 31, 2014. The reconciliation of GAAP net cash provided by operating activities and net income to EBITDA and Adjusted EBITDA and additional cash flows information is set forth below in this release.

 

On May 6, 2015, ORMAT’s Board of Directors approved a payment of a quarterly dividend of $0.06 per share pursuant to the company’s dividend policy. The dividend will be paid on May 27, 2015 to shareholders of record as of the close of business on May 19, 2015. In addition, the company expects to pay quarterly dividends of $0.06 per share in each of the next two quarters.

 

 

Webcast Conference Details

 

Ormat will host a listen-only webcast to discuss its financial results and other matters discussed in this press release at 9 a.m. ET on Thursday, May 7, 2015. The live, listen-only webcast will be available at www.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 Events & Presentations in the Investor Relations section of Ormat's website.

 

An archive of the webcast will be made available on the website under Events & Presentations in the Investor Relations tab.

 

Participant Telephone Numbers

Participant Dial In (Toll Free):	1-877-511-6790
Participant International Dial In:	1-412-902-4141
Canada Toll Free	18556699657
Please ask to be joined into the Ormat Technologies, Inc. call.

CONFERENCE REPLAY

US Toll Free:	1-877-344-7529
International Toll:	1-412-317-0088
Canada Toll Free:	855-669-9658
Replay Access Code:	10064470

 

 

About Ormat Technologies

 

 

With five decades of experience, Ormat Technologies, Inc. is a leading geothermal company and the only vertically integrated company currently 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 69 U.S. patents, Ormat’s power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 470 employees in the United States and over 600 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 approximately 2,000 MW of gross capacity. Ormat’s current 647 MW generating portfolio is spread globally in the U.S., Guatemala 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 February 26 2015.

 

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 Statements of Operations

For the Three-Month Period Ended March 31, 2015 and 2014

(Unaudited)

 

 

		Three Months Ended March 31
		2015				2014
		(In thousands, except per share data)
Revenues:
Electricity		$	89,953			$	94,817
Product			30,278				47,619
Total revenues			120,231				142,436
Cost of revenues:
Electricity			55,581				57,034
Product			20,625				31,943
Total cost of revenues			76,206				88,977
Gross margin			44,025				53,459
Operating expenses:
Research and development expenses (income)			363				(87	)
Selling and marketing expenses			3,433				3,379
General and administrative expenses			10,204				7,596
Write-off of unsuccessful exploration activities			174				—
Operating income			29,851				42,571
Other income (expense):
Interest income			9				111
Interest expense, net			(17,828	)			(20,518	)
Foreign currency translation and transaction losses			(1,366	)			(638	)
Income attributable to sale of tax benefits			5,552				6,717
Other non-operating expense, net			283				63
Income before income taxes and equity in losses of investees			16,501				28,306
Income tax provision			(5,459	)			(6,320	)
Equity in losses of investees, net			(775	)			(197	)
Net income			10,267				21,789
Net income attributable to noncontrolling interest			(235	)			(237	)
Net income attributable to the Company's stockholders		$	10,032			$	21,552
Earnings per share attributable to the Company's stockholders - Basic and diluted:
Net Income		$	0.21			$	0.47
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:
Basic			47,244				45,479
Diluted			48,079				45,660

 

 

Ormat Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

As of March 31, 2015 and December 31, 2014

(Unaudited)

 

		March 31,				December 31,
		2015				2014
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	70,724			$	40,230
Restricted cash, cash equivalents and marketable securities			115,530				93,248
Receivables:
Trade			56,300				48,609
Related entity			—				451
Other			9,732				10,141
Due from Parent			—				1,337
Inventories			17,286				16,930
Costs and estimated earnings in excess of billings on uncompleted contracts			7,426				27,793
Deferred income taxes			496				251
Prepaid expenses and other			29,566				34,884
Total current assets			307,060				273,874
Deposits and other			17,963				20,044
Deferred charges			37,301				37,567
Property, plant and equipment, net			1,535,757				1,437,637
Construction-in-process			230,037				296,722
Deferred financing and lease costs, net			27,369				27,057
Intangible assets, net			27,846				28,655
Total assets		$	2,183,333			$	2,121,556
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	83,676			$	88,276
Deferred income taxes			975				974
Short-term revolving credit lines with banks (full recourse			30,600				20,300
Billings in excess of costs and estimated earnings on uncompleted contracts			57,861				24,724
Current portion of long-term debt:
Limited and non-recourse:
Senior secured notes			36,544				34,368
Other loans			17,995				17,995
Full recourse			17,203				19,116
Total current liabilities			244,854				205,753
Long-term debt, net of current portion:
Limited and non-recourse:
Senior secured notes			355,776				360,366
Other loans			260,125				264,625
Full recourse:
Senior unsecured bonds			250,212				250,289
Other loans			32,684				34,351
Unconsolidated investments			7,688				3,617
Liability associated with sale of tax benefits			33,685				39,021
Deferred lease income			59,815				60,560
Deferred income taxes			70,247				66,220
Liability for unrecognized tax benefits			7,190				7,511
Liabilities for severance pay			18,499				20,399
Asset retirement obligation			19,514				19,142
Other long-term liabilities			3,872				2,956
Total liabilities			1,364,161				1,334,810
Equity:
The Company's stockholders' equity:
Common stock			49				46
Additional paid-in capital			771,591				742,006
Retained earnings			47,673				41,539
Accumulated other comprehensive income			(11,971	)			(8,668	)
			807,342				774,923
Noncontrolling interest			11,830				11,823
Total equity			819,172				786,746
Total liabilities and equity		$	2,183,333			$	2,121,556

 

 

Ormat Technologies, Inc. and Subsidiaries

Reconciliation of EBITDA, Adjusted EBITDA and Additional Cash Flows Information

For the Three-Month Period Ended March 31, 2015 and 2014

(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) write-off of unsuccessful exploration activities,(ii) any mark-to-market gains or losses from accounting for derivatives, (iii) merger and acquisition transaction cost, (iv) stock-based compensation,. 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 operating activities and net income to EBITDA and Adjusted EBITDA for the three-month period ended March 31, 2015 and March 31, 2014:

 

		Three Months Ended March 31
		2015				2014
		(in thousands)
Net cash provided by operating activities		$	83,147			$	68,076
Adjusted for:
Interest expense, net (excluding amortization of deferred financing costs)			15,972				19,176
Interest income			(9	)			(111	)
Income tax provision			5,459				6,320
Adjustments to reconcile net income or loss to net cash provided by operating activities (excluding depreciation and amortization)			(47,220	)			(22,870	)
EBITDA		$	57,349			$	70,591
Mark to market on derivative instruments which represents swap contracts on natural gas and oil prices			4,129				225
Stock-based compensation			1,127				1,440
Share exchange transaction costs			3,400				—
Write-off of unsuccessful exploration activities			174				—
Mark to market on derivatives which represents currency forward contracts			(860	)			1,177
Adjusted EBITDA		$	65,319			$	73,433
Net cash used in investing activities		$	(47,257	)		$	(35,323	)
Net cash used in financing activities		$	(5,396	)		$	(42,180	)

 

 

		Three Months Ended March 31
		2015				2014
		(in thousands)
Net income		$	10,267			$	21,789
Adjusted for:
Interest expense, net (including amortization of deferred financing costs)			17,819				20,407
Income tax provision			5,459				6,320
Depreciation and amortization			23,804				22,075
EBITDA		$	57,349			$	70,591
Mark to market on derivative instruments which represents swap contracts on natural gas and oil prices			4,129				225
Stock-based compensation			1,127				1,440
Share exchange transaction costs			3,400				—
Write-off of unsuccessful exploration activities			174				—
Mark to market on derivatives which represents currency forward contracts			(860	)			1,177
Adjusted EBITDA		$	65,319			$	73,433

 

 

 

8

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Chicago Restaurant Owner Who Was Evicted From Loyola University Had First Hearing
• TrustBIX Inc. Announces Results of Its Annual General Meeting of Shareholders
• Redishred Capital Corp. ("Redishred") To Announce Fourth Quarter and Year Ended 2023 Results, and Investor Conference Call Details