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: November 9, 2016
(Date of earliest event reported)


US GEOTHERMAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State of Incorporation)
001-34023
(Commission File Number)
84-1472231
(I.R.S. Employer Identification)
 
390 E Parkcenter Blvd, Ste 250, Boise, Idaho 83706
(Address of principal executive offices) (Zip Code)

208-424-1027
(Registrant’s Telephone Number, Including Area Code)

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))

Item 2.02   Results of Operations and Financial Condition.

On November 9, 2016, U.S. Geothermal Inc. (the “Company”) issued a press release announcing its financial and operating results for the nine months ended September 30, 2016, guidance for 2016, and highlighted notable achievements for 2016. The Company also announced that it will be hosting a conference call to discuss its financial results for the nine months ended September 30, 2016 on November 10, 2016 at 1:00 p.m. Eastern Time (10:00 a.m. Pacific Time). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference, and a copy of the presentation to be used for the conference call is furnished as Exhibit 99.2.

The information furnished herewith pursuant to Item 2.02 of this Current Report and in Exhibit 99.1 hereto is being “furnished” in accordance with General Instruction B.2 of Form 8-K and 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 of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 9, 2016, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of the Company’s Certificate of Incorporation, which was approved by the Company’s stockholders at the Company’s Annual Meeting of Shareholders held on September 30, 2016 and approved by the Company’s Board of Directors.  The Certificate of Amendment effects a one-for-six share consolidation of the shares of common stock of the Company (the “Common Stock”) issued and outstanding and held in treasury in which each six issued and outstanding shares of Common Stock, $0.001 par value, are combined and converted into one share of Common Stock, $0.001 par value (the “Share Consolidation”).

The Share Consolidation becomes effective as of 5:00 p.m. Mountain Time on November 9, 2016 (the “Effective Time”).  No fractional shares of Common Stock will be issued in connection with the Share Consolidation.  Each stockholder who, immediately prior to the Effective Time, owns a number of shares of Common Stock which is not evenly divisible by six (6) shall, with respect to such fractional interest, be entitled to receive from the Company cash in an amount equal to the product obtained by multiplying (i) the closing sale price of the Common Stock as last reported on the NYSE MKT LLC (“NYSE MKT”) immediately prior to the Effective Time by (ii) the number of shares of Common Stock held by the stockholder that would otherwise have been exchanged for the fractional share interest.  This summary is qualified in its entirety by reference to the Certificate of Amendment of the Company’s Certificate of Incorporation attached hereto as Exhibit 3.1.

Item 7.01   Regulation FD Disclosure.

The Company expects that the Share Consolidation will be effective for trading purposes upon the commencement of trading on November 10, 2016, at which point the Company’s Common Stock will begin trading on a share-consolidated basis on the NYSE MKT.  As described under
 
 
 
Item 5.03, stockholders will not receive fractional shares in connection with the share consolidation.  Instead, stockholders who would otherwise be entitled to receive fractional shares of Common Stock prior to such rounding are entitled to receive cash (without interest or deduction) from the exchange agent in lieu of such fractional shares.

Computershare Investor Services Inc., the Company’s transfer agent, is acting as the exchange agent for the Share Consolidation.

Stockholders of record as of the Effective Time holding shares in book-entry form, either as direct or beneficial owners, will have their holdings electronically adjusted by their broker to give effect to the share consolidation. Any payments in lieu of fractional shares will also be processed by the broker.

Stockholders of record as of the Effective Time holding shares in certificated form will receive forms and notices to exchange their existing shares for the new shares from the exchange agent, or from their bank, broker or other nominee holder.  No new certificates will be issued to a stockholder until the stockholder has surrendered his or her outstanding certificates together with the properly completed and executed transmittal form.  For any payments in lieu of fractional shares, the stockholder will receive a check from the exchange agent representing the cash amount due upon surrender to the exchange agent of the certificates representing any fractional shares.

Stockholders who hold stock certificates evidencing their shares of the Company’s Common Stock are advised that they should not send in their stock certificates until they receive a letter of transmittal, which will contain detailed instructions for exchanging their existing stock certificates.  After the Share Consolidation, the Company’s Common Stock will have a new CUSIP number, 90338S201, but the par value and other terms of the Common Stock will not be affected by the Share Consolidation.

The Share Consolidation also will have the effect of increasing the number of shares of Common Stock available for issuance by the Company.

Proportional adjustments will be made to the Company’s outstanding warrants, the 2009 Stock Incentive Plan reserve and to the Company’s outstanding stock options and restricted stock unit awards.  Any fractional shares issuable pursuant to stock options or restricted stock unit awards will be rounded down to the nearest whole number.

The information furnished herewith pursuant to Item 7.01 of this Current Report is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 

 
Item 9.01   Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description
     
3.1
 
Certificate of Amendment of the Certificate of Incorporation of U.S. Geothermal Inc.
 
99.1
 
 
Press Release dated November 9, 2016.
     
99.2   Corporate Presentation, Q3 2016 Earnings Call.
     


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.


Dated: November 9, 2016
U.S. Geothermal Inc.
 
 
 
By:
/s/ Kerry D. Hawkley
 
 
Kerry D. Hawkley
 
 
Chief Financial Officer and Secretary


EXHIBIT INDEX
Exhibit No.
 
Description
     
3.1
 
Certificate of Amendment of the Certificate of Incorporation of U.S. Geothermal Inc.
 
99.1
 
 
Press Release dated November 9, 2016.
     
99.2   Corporate Presentation, Q3 2016 Earnings Call.
     





EXHIBIT 3.1
 
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
U.S. GEOTHERMAL INC.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
U.S. Geothermal Inc., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify:
FIRST : That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware an amendment of the Corporation’s Certificate of Incorporation to reclassify, change, and convert each six (6) shares of the Corporation’s common stock, par value $0.001 per share (“Common Stock”), issued and outstanding or held in treasury into one (1) share of Common Stock, par value $0.001 per share; (ii) declaring such amendment to be advisable and (iii) directing that such amendment be considered at the Annual Meeting of Shareholders held on September 30, 2016.
SECOND : That, effective as of 5:00 p.m. Mountain Time on November 9, 2016, the Certificate of Incorporation is hereby amended by adding a new paragraph after the first paragraph of Article VII to read as follows:
“Each six (6) shares of the common stock, par value $0.001 per share, of the Corporation issued and outstanding or held in treasury as of 5:00 p.m. Mountain Time on November 9, 2016 (the "Effective Time") shall be reclassified as and changed into one (1) share of common stock, par value $0.001 per share, of the Corporation, without any action by the holders thereof. Each stockholder who, immediately prior to the Effective Time, owns a number of shares of common stock which is not evenly divisible by six (6) shall, with respect to such fractional interest, be entitled to receive from the Corporation cash in an amount equal to the product obtained by multiplying (i) the closing sale price of the common stock as last reported on the NYSE MKT LLC immediately prior to the Effective Time by (ii) the number of shares of common stock held by the stockholder that would otherwise have been exchanged for the fractional share interest.”
THIRD : That, in accordance with the provisions of the Delaware General Corporation Law, the holders of a majority of the outstanding Common Stock of the Corporation entitled to vote thereon affirmatively voted in favor of the amendment at the Annual Meeting of Shareholders held on September 30, 2016.
FOURTH : That the amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by the Board of Directors and stockholders of the Corporation.
*   *   *
IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed by Kerry D. Hawkley, its Chief Financial Officer, this 9th day of November, 2016.
 
 
U.S. GEOTHERMAL, INC.
 
 
By: /s/ Kerry D. Hawkley                          
       Kerry D. Hawkley
       Chief FInancial Officer
 

 
 

EXHIBIT 99.1
 


 
 
U.S. GEOTHERMAL INC. REPORTS FIRST NINE MONTHS 2016 RESULTS
AND REAFFIRMS   2016 GUIDANCE


Highlights

·
Sixteenth consecutive quarter of positive EBITDA and Cash Flow from Operations
·
Approved 1 for 6 share consolidation to begin trading on a split-adjusted basis on November 10, 2016
·
Testing newly drilled wells at San Emidio II indicates large commercial resource
·
Drilling and testing of first large diameter well at El Ceibillo confirms commercial resource
·
Completed drilling new well leg at Raft River and placed into service



BOISE, IDAHO November 9, 2016 – U.S. Geothermal Inc. (the “Company”) (NYSE MKT: HTM ), a leading and profitable renewable energy company focused on the development, production, and sale of electricity from geothermal energy, announced today its financial and operating results for the Nine Months ending September 30, 2016 (the “First Nine Months”), reaffirmed guidance for 2016 and highlighted notable achievements for the nine months ending September 30, 2016 (the “Third Quarter”).  This earnings release should be read in conjunction with US Geothermal’s financial statements, and management’s discussion and analysis (“MD&A”), which are available on the Company’s website at www.usgeothermal.com and have been posted at the U.S. Securities and Exchange Commission website at www.sec.gov   and on SEDAR at www.sedar.com .

Summary for the First Nine Months of 2016 Financial Results:
(in millions, except per share amounts)
  Nine Months Ended September 30  
   
2016
 
2015
         
Operating Revenue
$
20.90
$
21.26
EBITDA
$
8.74
$
9.86
Adjusted EBITDA *
$
10.63
$
10.91
Net Income
$
1.07
$
1.81
Net Income, As Adjusted *
$
1.76
$
2.28
Net Income Attributable to US Geothermal
$
(0.49)
$
0.78
    Per Share
$
(0.00)
$
0.01
Net Income Attributable to US Geothermal, As Adjusted *
$
0.20
$
1.25
  Per Share, As Adjusted *
$
0.00
$
0.01

* Refer to Appendix for further detail on EBITDA, Adjusted EBITDA, and Net Income, As Adjusted.


Website :  www.usgeothermal.com
NYSE   MKT :  HTM
Operating Revenue for the First Nine Months was $20.90   million, compared to $21.26   million for the prior year period. Adjusted EBITDA for the First Nine Months was $10.63   million, compared to $10.91   million for the prior year period, while EBITDA was $8 .74 million for the First Nine Months compared to $9.86   million for the prior year.  Net Income (as adjusted) for the First Nine Months was $1.76 million, compared to $2.28   million in the prior year period. Net Income for the First Nine Months was $1.07   million, compared to $1.81   million in the prior year period.  Net Income attributable to US Geothermal (as adjusted) for the First Nine Months was $0.20   million, or $0.00 per share, compared to $1.25 million, or $0.01 per share in the prior year period.  Net Income attributable to US Geothermal for the First Nine Months was ($0.49) million, or ($0.00) per share, compared to $0.78   million, or $0.01   per share in the prior year period.  These year over year differences are driven largely by certain financial costs that we do not expect to recur ($0.99) million, consisting of financial advisory services, enhanced marketing activities, and costs related to the share consolidation.  Revenues were negatively impacted by a forced outage that occurred at San Emidio, production pump failures that occurred at Raft River, and reduced generation at Neal Hot Springs from scale buildup in Unit 3 . *

“While we experienced some extraordinary mechanical challenges during the first three quarters of 2016, which negatively impacted our Gross Profit by $2.3 million *, our power plants are performing admirably going into the fourth quarter,” said Dennis Gilles, Chief Executive Officer.  “Unfortunately, our Net Income was also negatively impacted by onetime non-recurring expenses totaling $0.99 million that we incurred earlier in the year to enhance our share valuation.”

* Refer to Appendix for further detail on Gross Profit impact.
 
 
Full Year 2016 Guidance (Consolidated)*:
(in millions)
     
       
Operating Revenue
 
$
29 – 34
Adjusted EBITDA
 
$
15 – 19
EBITDA
 
$
14 – 18
Net Income, As Adjusted
 
$
4 – 8

Full Year 2016 Guidance (Attributable to US Geothermal) *:
(in millions)
   
     
Adjusted EBITDA
$
9 – 12
Net Income, As Adjusted
$
1 – 4

* Guidance figures represent Current Operating Power Plants only.   Refer to Appendix for further detail of EBITDA, Adjusted EBITDA, and Net Income, As Adjusted.

Development Projects Update
 
·
Received draft Small Generator Interconnection Agreement from Nevada Energy for the 10 MW San Emidio II expansion, increasing San Emidio interconnection allowed from 16 MW to 19.9 MW.
·
Completed the drilling of a second production leg on well RRG-2 at Raft River.  The well is now back in production and heat up is in progress.
·
Completed the drilling and testing of a production size well at El Ceibillo in Guatemala. Results confirm the shallow resource is commercial.
 
U.S. Geothermal Inc.
 
390 E Parkcenter Blvd, Ste 250, Boise, ID www.usgeothermal.com
208-424-1027
 
·
Completed the deepening and testing of two existing temperature gradient wells at San Emidio II.  Both wells encountered high permeability and a resource that is 44°F hotter than Phase I resource.
·
Adjusted Projected Commercial Operation Dates for advanced development projects.
·
Finalized award of the $1.5 million grant by the Department of Energy for Crescent Valley and San Emidio to advance resource evaluation through innovative techniques.
 
NOTABLE HIGHLIGHTS AND ACHIEVEMENTS FOR THIRD QUARTER 2016 INCLUDE

• Operations:
-
Achieved average availabilities for the Third Quarter for each plant (excluding planned maintenance hours) as follows: Neal Hot Springs – 99.5%, Raft River – 100%, and San Emidio – 99.2%.
-
Generated fleet wide total 66,055 megawatt-hours for the period, as compared to 68,372 megawatt-hours in the prior year.
-
Generation during the quarter was negatively impacted by:
o
Unit 3 at Neal Hot Springs underwent its annual outage in September for 10.5 days
o
Loss of production from well RRG-2 at Raft River for 2½ months of the quarter. This caused approximately 2,210 megawatt-hours of lost production.

• Strategic:
-
Completed drilling the second leg on Raft River well RRG-2, in an attempt to increase overall power generation.
-
Increased outreach and market visibility.
-
Elected two new independent directors to our Board of Directors and expanded the board to seven members.
-
Received approval from stockholders and board approved a 1 for 6 share consolidation and will begin trading on a split-adjusted basis when the market opens on November 10, 2016.
 
• Cash Management:
-
Ended the First Nine Months with $240.1 million in Total Assets, Cash and Cash Equivalents of $13.1   million, and Restricted Cash of $28.7   million.

Conference Call

U.S. Geothermal Inc. will host a telephone conference call for investors and analysts on Thursday, November 10 th , 2016 at 1:00 p.m. ET (10:00 a.m. PT) to discuss their First Nine Months 2016 results, which were filed after the market close on Wednesday November 9 th , 2016.

The conference call may be accessed by dialing (877) 407-8133 in the United States and Canada and by dialing (201) 689-8040 internationally. A replay of the conference call will be available until November 15, 2016 by dialing (877) 481-4010 in the United States and Canada and by dialing (919) 882-2331 internationally. Please use replay ID: 10115.

A simultaneous webcast of the conference call will be available at the following location: http://www.investorcalendar.com/IC/CEPage.asp?ID=175391 .  During the webcast, Management will refer to slides that will be posted to its website.  The slides and accompanying webcast will be available on the “Upcoming Events” section of the website.
 
U.S. Geothermal Inc.
 
390 E Parkcenter Blvd, Ste 250, Boise, ID www.usgeothermal.com
208-424-1027
 
Please visit our Website at: http://www.usgeothermal.com

About U.S. Geothermal Inc.:
U.S. Geothermal Inc. is a leading and profitable renewable energy company focused on the development, production and sale of electricity from geothermal energy. The company is currently operating geothermal power projects Neal Hot Springs, Oregon, San Emidio, Nevada and Raft River, Idaho for a total power generation of approximately 45 MWs. The company is also developing an additional 90 MW’s of projects at: the Geysers, California; a second phase project at San Emidio, Nevada; at Crescent Valley, Nevada; and the El Ceibillo project located near Guatemala City, Guatemala.  US Geothermal’s growth strategy is to reach 200 MWs of generation by 2021 through a combination of internal development and strategic acquisitions.

FOR ADDITIONAL INFORMATION PLEASE CONTACT:
Scott Anderson – Director of IR and Corporate Communications
U.S. Geothermal Inc.
Tel:  208-424-1027
Fax: 208-424-1030
sanderson@usgeothermal.com


The information provided in this news release may contain forward-looking statements within the definition of the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995.  Readers are cautioned to review the risk factors identified by the company in its filings with US and Canadian securities agencies. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the future operating or financial performance, including guidance, of U.S. Geothermal, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. These forward-looking statements may include statements regarding perceived merit of properties; interpretation of the results of well tests; project development; resource megawatt capacity; capital expenditures; timelines; strategic plans; or other statements that are not statements of fact. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from U.S. Geothermal's expectations include the uncertainties involving the availability of financing in the debt and capital markets; uncertainties involved in the interpretation of results of well tests; the need for cooperation of government agencies in the development and operation of properties; the need to obtain permits and governmental approvals; risks of construction; unexpected cost increases, which could include significant increases in estimated capital and operating costs; and other risks and uncertainties disclosed in U.S. Geothermal's Annual Report on Form 10-K for the year ended December 31, 2015 filed with the United States Securities and Exchange Commission and Canadian securities regulatory authorities and in other U.S. Geothermal reports and documents filed with applicable securities regulatory authorities from time to time. Forward-looking statements are based on management’s expectations, beliefs and opinions on the date the statements are made.  U.S. Geothermal Inc. assumes no obligation to update forward-looking statements if management’s expectations, beliefs, or opinions, or other factors, should change.

The NYSE MKT does not accept responsibility for the adequacy of this release.


(see appendix below)





 
U.S. Geothermal Inc.
 
390 E Parkcenter Blvd, Ste 250, Boise, ID www.usgeothermal.com
208-424-1027
 


APPENDIX

The below table summarizes revenues for 2016 and 2015, and reflects seasonality by quarter of our generation and corresponding revenues.

Operating Revenue by Quarter:
(in millions)
 
 
Q1
 
Q2
 
Q3
 
Q4
 
2016
$
8.50
$
5.66
$
6.74
$
tbd
2015
$
8.47
$
5.86
$
6.93
$
9.94


GROSS PROFIT IMPACTS:

Additional financial impact of unusual equipment breakdowns which occurred in 2016 totaled $2.30 million:
 
·
 Impact by Item
o
Neal Unit 3 scaling and NHS-8 pump replacement impact of $1.14 million
o
SE refrigerant pump breakdown impact of $0.34 million
o
RRG-2 pump breakdown and redrill revenue loss impact of $0.82 million


RECONCILIATION OF NON-GAAP TERMS:
In addition to these financial results reported in accordance with GAAP, the Company has provided certain non-GAAP financial information to aid investors in better understanding the Company’s performance. For comparability of reporting, management considers this information in conjunction with GAAP amounts in evaluating business performance. These non-GAAP financial measures should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.  The following tables provide a reconciliation of the EBITDA, EBITDA Adjusted, and Net Income Adjusted; presented for both the Consolidated financials as well as Attributable to US Geothermal only (consolidated less minority interest).

EBITDA is calculated as net income before interest, income taxes, depreciation and amortization, and is not a measurement of financial performance or liquidity under generally accepted accounting principles in the United States.  EBITDA is presented as a metric commonly used by securities analysts, investors and other interested parties in the evaluation of a company’s ability to service and/or incur debt.

Adjusted EBITDA reflects EBITDA adjusted to exclude discretionary exploration costs, non-cash stock compensation as well as the value assigned to stock options granted, and write-off of discontinued exploration activities and other large non-recurring items.

Net Income, As Adjusted reflects Net Income before Tax and other large non-recurring items and is provided to support year over comparisons.  The Company recognized a Deferred Tax Asset starting in 2015, and though tax amounts are now reflected in our Financials as required by GAAP, any current tax obligation is offset by a reduction in the recognized Deferred Tax Asset.


 
U.S. Geothermal Inc.
 
390 E Parkcenter Blvd, Ste 250, Boise, ID www.usgeothermal.com
208-424-1027
 


CONSOLIDATED:

First Nine Months Financial Results (Consolidated):     Nine Months Ended September 30
(in millions)
   
2016
 
2015
           
Net Income
$
1.07
$
1.81
Interest
$
3.22
$
2.86
Income Taxes Expense
$
(0.30)
$
0.47
Depreciation & Amortization
$
4.75
$
4.72
EBITDA
$
8.74
$
9.86
Exploration costs,  Stock based comp.
$
0.90
$
1.05
Non-recurring – Financial Advisory and Marketing Fees
$
0.99
$
0.00
Adjusted EBITDA
$
10.63
$
10.91

 
Full Year Guidance (Consolidated):
(in millions)
 
2016
     
Net Income
$
2.5 – 6.5
Income Taxes Expense
$
1.0
Interest
$
3.6
Depreciation & Amortization
$
6.5
EBITDA
$
13.6 – 17.6
Exploration costs, Stock based compensation, and Non-recurring
$
1.7
Adjusted EBITDA
$
15.3 – 19.3
     

Net Income, As Adjusted (Consolidated):   Nine Months Ended September 30
(in millions, except per share amounts)
 
2016
 
2015
         
Net Income
$
1.07
$
1.81
Income Taxes Expense
$
(0.30)
$
0.47
Non-recurring – Financial Advisory and Marketing Fees
$
0.99
$
0.00
Net Income, As Adjusted
$
1.76
$
2.28


Full Year Guidance (Consolidated):
(in millions):
       
2016
         
Net Income
   
$
2.5 – 6.5
Income Taxes Expense
   
$
1.0
Non-recurring Expenses
   
$
0.0
Net Income, As Adjusted
   
$
3.5 – 7.5
 

 
U.S. Geothermal Inc.
 
390 E Parkcenter Blvd, Ste 250, Boise, ID www.usgeothermal.com
208-424-1027
 


ATTRIBUTABLE TO US GEOTHERMAL (Consolidated less Minority Interests):

First Nine Months Financial Results (Attributable to US Geothermal): Nine Months Ended September 30
(in millions)
   
2016
 
2015
           
Net Income
$
(0.49)
$
0.78
Interest
$
2.73
$
2.32
Income Taxes Expense
$
(0.30)
$
0.47
Depreciation & Amortization
$
2.45
$
2.44
EBITDA
$
4.39
$
6.01
Exploration costs, Stock based comp.
$
0.90
$
1.05
Non-recurring – Financial Advisory and Marketing Fees
$
0.99
$
0.00
Adjusted EBITDA
$
6.28
$
7.06


Full Year Guidance (Attributable to US Geothermal):
(in millions)
 
2016
     
Net Income
$
0.1 – 2.6
Income Taxes Expense
$
1.0
Interest
$
3.0
Depreciation & Amortization
$
3.4
EBITDA
$
7.5 – 10.0
Exploration costs, Stock based compensation, and Non-recurring
$
1.7
Adjusted EBITDA
$
9.2 – 11.7
     

 
Net Income, Attributable to US Geothermal, As Adjusted   Nine Months Ended September 30
(in millions, except per share amounts)
 
2016
 
2015
         
Net Income Attributable to US Geothermal
$
(0.49)
$
0.78
Income Taxes Expense
$
(0.30)
$
0.47
Non-recurring – Financial Advisory and Marketing Fees
$
0.99
$
0.00
Net Income Attributable to US Geothermal, As Adjusted
$
0.20
$
1.25
Per Share, As Adjusted
$
0.00
$
0.01


Full Year Guidance (Attributable to US Geothermal):
(in millions)
       
2016
         
Net Income Attributable to US Geothermal
   
$
0.1 – 2.6
Income Taxes Expense
   
$
1.0
Non-recurring Expenses
   
$
0.0
Net Income Attributable to US Geothermal, As Adjusted
   
$
1.1 – 3.6


 
U.S. Geothermal Inc.
 
390 E Parkcenter Blvd, Ste 250, Boise, ID www.usgeothermal.com
208-424-1027
 

For 2016 Net Income, As Adjusted, and Net Income Attributable to US Geothermal, As Adjusted, along with Adjusted EBITDA and Adjusted EBITDA, Attributable to US Geothermal were impacted by one-time non-recurring expense which totaled $0.99 million:
·
Non-recurring Expenses
o
Financial Advisory and related costs of $0.75 million
o
Enhanced marketing program cost of $0.15 million
o
Costs associated with share consolidation of $0.09 million

 
U.S. Geothermal Inc.
 
390 E Parkcenter Blvd, Ste 250, Boise, ID www.usgeothermal.com
208-424-1027
 




EXHIBIT 99.2
 

 
 The Most Reliable Renewable  Q3 Earning Call November 10, 2016  1 
 The Most Reliable Renewable  Q3 Earning Call November 10, 2016  1 
 
     Forward-Looking Statements  We would like to remind you that the information provided during this call, and in this presentation, may contain forward-looking statements relating to current expectations, estimates, forecasts and projections about future events that are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the company’s plans, objectives and expectations for future operations and are based on 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 uncertaintiesDuring the call, and in this presentation, we will present non-GAAP financial measures such as EBITDA, adjusted EBITDA, and adjusted Net Income. Reconciliation to the most directly comparable GAAP measures and management’s reasons for presenting such information is set forth in the press release that was issued last night. Because these measures are not calculated in accordance with U.S. GAAP, it should not be considered in isolation from our financial statements prepared in accordance with GAAPThe company does not assume the obligation to update any forward-looking statement.All financial information presented in U.S. dollars unless otherwise indicated.   2 
 
                       Dennis Gilles, ceo      Agenda  Introduction: Dennis Gilles, ceo  Financial Summary: Kerry Hawkley, cfo  Ops/Development Update: Douglas Glaspey, president & coo  Summary & Guidance: Dennis Gilles, ceo     ExplplcePpLaplllent Pipeline of Development Projects Lpl  Q&A  3 
 
                          Approved 1 for 6 share consolidation   Testing newly drilled wells at San Emidio II   16th quarter of positive ebitda and cash flow from operations    Elected two, new independent directors to BOD  Major Highlights     Drilling and testing of first large diameter well at El Ceibillo   Finalized award of $1.5 million grant by the DOE  4 
 
 FinancialSummary  5 
 
       Balance Sheet(unaudited)    September 30, 2016  September 30, 2015  Total Assets  $240,099,547  $228,067,990  Total Liabilities  $111,423,651  $97,827,809  Net Stockholder’s Equity  $103,657,742  $100,800,983  Non-controlling Interests  $25,018,154  $43,939,437  Shares Outstanding  113,424,492*  107,601,425  6  * ~18.9 million shares outstanding post share consolidation 
 
       Statement of Operations(unaudited)   * See accompanying press release for definition of EBITDA and Adjusted EBITDA    3 Months Ending September 30    9 Months Ending September 30      2016  2015  2016  2015  Revenue  $6,733,294  $6,929,847  $20,900,850  $21,264,888  Income Before Taxes  $178,230  $765,079  $771,358  $2,283,113  Net Income Attributable to USG  ($150,498)  $280,864  ($492,823)  $781,179  ($ Millions)          EBITDA* (consolidated)  3.00  3.27  8.74  9.86  Adjusted EBITDA* (consolidated)  3.34  3.56  10.63  10.91            EBITDA* (USG portion)  1.66  1.95  4.39  6.01  Adjusted EBITDA* (USG portion)  2.00  2.24  6.28  7.06  7 
 
       Statement of Cash flows(unaudited)    9 Months Ending September 30      2016  2015  Beginning Cash Balance  $8,654,375  $12,994,975  Cash Generated by Operations  $7,520,069  $9,137,872  Investing Activities  ($14,175,891)  (3,544,542)  Financing Activities  $11,064,429  ($7,415,730)  Ending Cash Balance  $13,062,982  $11,172,575  8 
 
 Operating Power Plants  9 
 
 All Operating Plants    Fleet-wide Total   3 Months Ending Sept. 30    9 Months Ending Sept. 30      2016  2015  2016  2015  Availability Megawatt Hours  99.6%66,055  93.3%68,372  97.4%228,722  97.0%237,244  10 
 
   Neal Hot Springs Plant    3 Months Ending Sept. 30    9 Months Ending Sept. 30      2016  2015  2016  2015  Availability  99.5%  98.5%  98.4%  97.6%  Megawatt Hours  29,758  33,497  122,523  124,229  11 
 
 San Emidio Plant       3 Months Ending Sept. 30    9 Months Ending Sept. 30      2016  2015  2016  2015  Availability  99.2%  98.9%  94.7%  99.6%  Megawatt Hours  19,675  18,924  54,247  59,170  12 
 
 Raft River Plant   Goldman Sachs (5%)Tax equity ownership structure5% Cash Flow, 99% Tax Credits      3 Months Ending Sept. 30    9 Months Ending Sept. 30      2016  2015  2016  2015  Availability  100%  82.7%  99.2%  93.8%  Megawatt Hours  16,622  15,950  51,953  53,845  13 
 
 Growthupdate  San Emidio II ProjectSan Emidio I in background  14 
 
     Recent Drilling Activities  Completed deepening and testing of 2 existing temperature gradient wellsBoth wells encountered high permeability and a hotter resource than Phase I resourceInitial indication of larger than expected commercial resource  San Emidio II  Raft River    Completed drilling leg off of well RRG-2Well returned to production and heat up is in progress – Expect to complete by end of NovemberTesting and evaluating RRG-5 for Supplemental Production    Completed drilling and testing of a production size well Results indicate the shallow resource is commercialPlan to drill and test deep resource  El Ceibillo, Guatemala    3 Drill rigs active  15 
 
       Expand Existing Operating Projects  Modify existing wells Increase generation up to 3 MWIncrease revenue by $1.0 - $1.8 million/yearTarget completion: Q1-2017    Total of 6 MW from Expanding Existing Projects  Raft River:  Neal Hot Springs:  Install Hybrid CoolingIncrease summer generation by ~ 8 MW = Increase annual average by ~3 MWIncrease revenue by $2.5 – $3.0 million/yearTarget completion: Q3-2017  16 
 
                  Anticipate Strong Q4 Performance   Reaffirm Full-year 2016 Financial Guidance     One-time Non-recurring Expenses - $0.99 M Impact  Key Highlights   Extraordinary Mechanical Challenges - $2.3 M Impact       17 
 
       2016 Full Year Guidance  Consolidated  ($ Millions)  Operating Revenue  29 - 34   Adjusted EBITDA  15 - 19   EBITDA  14 - 18  Net Income, as Adjusted  4 - 8   US Geothermal Only (less minority interests)    Adjusted EBITDA  9 - 12   Net Income, as Adjusted  1 - 4   Note: See accompanying press release for definition of EBITDA, Adjusted EBITDA, and Net Income As Adjusted.  18 
 
                      Outlook for Power Purchase Agreements   Increased outreach and market visibility     Market Evolution – CCA’s and Large Industrials  Additional highlights  96 MW of Advance Stage Development & Expansion Projects    r Q & A jects Lpl  19 
 
 The Most Reliable Renewable  NYSE MKT:HTM  WGP Geysers Project  20