8-K

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): February 24, 2021

Ormat Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-32347	No. 88-0326081
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6140 Plumas Street, Reno, Nevada
(Address of Principal Executive Offices) 89519-6075
(Zip Code)

(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): 

☐	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))

Securities registered pursuant to Section 12(b) of the Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ORA	NYSE

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 of 1934. ☐

Item 2.02.     Results of Operations and Financial Condition.

On February 24, 2021, Ormat Technologies, Inc. (the “Registrant” or the “Company”) reported its earnings for its fourth fiscal quarter and year ended December 31, 2020. 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.

Item 9.01.     Financial Statements and Exhibits.

(d)     Exhibits

Exhibit Number	Exhibit
99.1	Press Release dated February 24, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ormat Technologies, Inc.
By:	/s/ Doron Blachar
	Name: Doron Blachar
	Title: Chief Executive Officer

Date: February 25, 2021

EX-99.1

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 FOURTH QUARTER AND YEAR-END 2020 FINANCIAL RESULTS

NET INCOME ATTRIBUTABLE TO THE COMPANY’S STOCKHOLDERS FOR THE FOURTH QUARTER INCREASED 64.2% Year over year

company increases its quarterly dividend by 9% to $0.12 per share

RENO, Nev. February 24, 2021, Ormat Technologies, Inc. (NYSE: ORA) today announced financial results for the fourth quarter and full year ended December 31, 2020.

KEY FINANCIAL RESULTS

(Dollars in millions, except per share)	Q4 2020			Q4 2019			Change (%)			FY 2020			FY 2019			Change (%)
GAAP Measures
Revenues
Electricity		146.2			144.4			1.3	%		541.4			540.3			0.2	%
Product		27.4			43.8			(37.5	)%		148.1			191.0			(22.5	)%
Energy Storage		5.8			4.3			36.2	%		15.8			14.7			7.6	%
Total Revenues		179.4			192.4			(6.8	)%		705.3			746.0			(5.5	)%
Gross margin (%)
Electricity		45.2	%		43.6	%	+160 bps				44.6	%		42.1	%	+250 bps
Product		29.8	%		28.2	%	+160 bps				22.4	%		23.6	%		-120 bps
Energy Storage		13.0	%		(19.0	)%					11.1	%		(21.8	)%
Gross margin (%)		41.8	%		38.7	%	+310 bps				39.2	%		36.1	%	+310 bps
Operating income		53.2			54.5			-2.3	%		214.0			193.8			10.4	%
Net income attributable to the Company’s stockholders	20.7				12.6			64.2	%		85.5			88.1			-3.0	%
Diluted EPS ($)		0.39			0.24			62.5	%		1.65			1.72			(4.1	)%
Non-GAAP Measures1
Adjusted Net income attributable to the Company’s stockholders	20.7				12.6			64.2	%		85.5			74.8			14.3	%
Adjusted Diluted EPS ($)		0.39			0.24			62.5	%		1.65			1.46			13.0	%
Adjusted EBITDA1		109.2			102.2			6.9	%		420.2			384.3			9.3	%

¹ Reconciliation is set forth below in this release

“This was a solid end to a strong year for Ormat, despite unprecedented global challenges,” commented Doron Blachar, Chief Executive Officer. “For the year, we met our Adjusted EBITDA guidance, supported by improved gross margin within our electricity and storage segments. Of a particular note, our energy storage segment is growing and is now profitable. We also strengthened our balance sheet through a combination of long-term debt and an equity offering. Finally, in the fourth quarter, we restarted operations at Puna and successfully resolved all pending Kenya tax assessments.”

“Most importantly, this year we laid the foundation to accelerate the growth of our electricity and storage segments,” added Blachar. “With the tail wind of governments’ support around the world for renewable energy, we are increasing our capital expenditures for 2021 as we are confident with our solid growth plans aiming to increase our combined geothermal, energy storage and solar generating portfolio to approximately 1.5 GW by 2023 with a significant contribution coming from our energy storage business. We are targeting to reach an annual run-rate of $500 million in Adjusted EBITDA towards the end of 2022 that we expect to continue to grow as we move forward with our plans in 2023 and onwards.”

FINANCIAL AND recent BUSINESS HIGHLIGHTS

• Net income attributable to the Company's stockholders was $85.5 million, or $1.65 per diluted share, compared to $88.1 million, or $1.72 per diluted share in 2019, representing a decrease of 3% and 4.1%, respectively, mainly impacted by a non-recurring tax benefit recorded in 2019. Excluding this tax benefit, Net income attributable to the Company's stockholders and diluted share in 2020 over 2019 increased by 14.3% and 13%, respectively;

• Adjusted EBITDA increased 9.3% to $420.2 million, up from $384.3 million in 2019;

• Electricity segment revenues slightly increased compared to 2019, supported by a contribution from newly added capacity at our Steamboat Complex and partially offset by curtailments in the Olkaria power plant in Kenya due to COVID-19;

• Product segment backlog stand at $33 million as of February 24, 2021;

• During the fourth quarter the Puna Geothermal Power Plant resumed operation and partial generation, two and a half years after the eruption of the Kilauea Volcano disrupted operations. The Company continues the field development work and expects to increase the current 13 MW capacity to full operation by mid-2021;

• In Kenya, the Company concluded an audit related to the three tax assessments totaling approximately to the $200 million issued by the Kenya Revenue Authority (KRA) in 2019 and reached a favorable settlement during the fourth quarter;

• We completed a public offering of 4,772,500 shares resulting in net proceeds to the Company of approximately $340 million;

• Completed the acquisition of a shovel-ready energy storage asset in Upton County, Texas. This acquisition follows the acquisition we announced in July of the operating Pomona energy storage facility in California that increased our energy storage portfolio to 73 MW; and

• We plan to provide further details on our long-term growth plans and targets at an Analyst Day to be conducted in May 2021.

FOURTH QUARTER 2020 FINANCIAL RESULTS (COMPARING THE QUARTER ENDED DECEMBER 31, 2020 TO THE QUARTER ENDED DECEMBER 31, 2019)

Total revenues for the quarter were $179.4 million, down 6.8% compared to the same quarter last year. Electricity segment revenues increased 1.3% to $146.2 million, up from $144.4 million last year. The increase was mainly attributable to Steamboat Hills enhancement and repowering plant in Ormesa offset by curtailments in Olkaria. Product segment revenues decreased 37.5% to $27.4 million, down from $43.8 million in the same quarter last year due to lower backlog impacted mainly by COVID-19. Energy Storage segment revenues were $5.8 million compared to $4.3 million in the same quarter last year. The increase was mainly driven by the addition of the Rabbit Hill project in Texas and the acquired Pomona asset in California.

Net income attributable to the Company’s shareholders was $20.7 million, or $0.39 per diluted share, compared to $12.6 million, or $0.24 per diluted share, an increase of 64.2%.

Adjusted EBITDA was $109.2 million in the fourth quarter of 2020 compared to $102.2 million in the fourth quarter of 2019. The increase in Adjusted EBITDA is mainly related to the improved performance of our Electricity segment. A reconciliation of GAAP net income to EBITDA and Adjusted EBITDA is set forth below in this release.

Full-year 2020 FINANCIAL RESULTS (COMPARING THE year ENDED DECEMBER 31, 2020 TO THE year ENDED DECEMBER 31, 2019)

For the year ended December 31, 2020, total revenues were $705.3 million, down 5.5% from $746.0 million for the year ended December 31, 2019. Electricity segment revenues increased 0.2% to $541.4 million for the year ended December 31, 2020, up from $540.3 million for 2019. Product segment revenues decreased 22.5% to $148.1 million for the year, down from $191.0 million last year. Energy Storage segment revenues were $15.8 million for the year ended December 31, 2020 compared to $14.7 million in 2019.

Net income attributable to the Company’s stockholders was $85.5 million, or $1.65 per diluted share, compared to $88.1 million, or $1.72 per diluted share, for the same period a year ago.

Adjusted EBITDA for the year ended December 31, 2020 was $420.2 million compared to $384.3 million for 2019, an increase of 9.3%. A reconciliation of GAAP Net income to EBITDA and Adjusted EBITDA is set forth below in this release.

2021 GUIDANCE

• Total revenues of between $640 million and $675 million

• Electricity segment revenues between $570 million and $580 million

◦ The electricity segment guidance includes $33 million from the Puna power plant in Hawaii, assuming we will meet our plans to bring it close to full operation in mid-2021.

• Product segment revenues of between $50 million and $70 million

• Energy Storage revenues of between $20 million and $25 million

• Adjusted EBITDA to be between $400 million and $410 million

◦ Adjusted EBITDA attributable to minority interest of approximately $32 million.

The Company provides a reconciliation of Adjusted EBITDA, a Non-GAAP financial measure for the three months and year ended December 31, 2020. 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 tax expense, and other non-cash expenses and adjusting items that are excluded from the calculation of Adjusted EBITDA.

DIVIDEND

On February 24, 2021, the Company’s Board of Directors declared, approved, and authorized payment of a quarterly dividend of $0.12 per share pursuant to the Company’s dividend policy. The dividend will be paid on March 29, 2021 to stockholders of record as of the close of business on March 11, 2021. In addition, the Company expects to pay a quarterly dividend of $0.12 per share in each of the next three quarters.

CONFERENCE CALL DETAILS

Ormat will host a conference call to discuss its financial results and other matters discussed in this press release on Thursday, February 25th, at 9 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.

Investors may access the call by dialing:

Participant dial in (toll free):	1-877-511-6790
Participant international dial-in:	1-412-902-4141
Conference replay
US Toll Free:	1-877-344-7529
International Toll:	1-412-317-0088
Replay Access Code:	10151868

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 robust plan to accelerate long-term growth in the energy segment market to establish leading position in the U.S. energy storage market. 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. The Company has engineered, manufactured and constructed power plants, which it currently owns or has installed to utilities and developers worldwide, totaling approximately 3,200 MW of gross capacity. Ormat leveraged its core capabilities in the geothermal and REG industries and its global presence to expand the Company activity into the energy storage services, solar Photovoltaic (PV) and energy storage plus Solar PV. Ormat’s current 932 MW of geothermal and Solar generating portfolio is spread globally in the U.S., Kenya, Guatemala, Indonesia, Honduras, and Guadeloupe and its 73 MW energy storage portfolio is located in the U.S.

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 2, 2020 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 Twelve-Month Periods Ended December 31, 2020 and 2019

	Three Months Ended December 31,						Twelve-Months Ended December 31,
	2020			2019			2020			2019
	(Dollars in thousands, except per share data)
Revenues:
Electricity		146,192			144,368			541,393			540,333
Product		27,388			43,814			148,125			191,009
Energy storage		5,802			4,260			15,824			14,702
Total revenues		179,382			192,442			705,342			746,044
Cost of revenues:
Electricity		80,071			81,393			300,059			312,835
Product		19,224			31,479			114,948			145,974
Energy storage		5,046			5,068			14,060			17,912
Total cost of revenues		104,341			117,940			429,067			476,721
Gross profit		75,041			74,502			276,275			269,323
Operating expenses:
Research and development expenses		1,114			1,875			5,395			4,647
Selling and marketing expenses		3,660			4,123			17,384			15,047
General and administrative expenses		17,072			14,032			60,226			55,833
Business interruption insurance income		—			—			(20,743	)		—
Operating income		53,195			54,472			214,013			193,796
Other income (expense):
Interest income		248			320			1,717			1,515
Interest expense, net		(19,139	)		(17,568	)		(77,953	)		(80,384	)
Derivatives and foreign currency transaction gains (losses)		1,691			(72	)		3,802			624
Income attributable to sale of tax benefits		8,902			4,415			25,720			20,872
Other non-operating income (expense), net		75			(482	)		1,418			880
Income from operations before income tax and equity in earnings (losses) of investees		44,972			41,085			168,717			137,303
Income tax provision		(21,728	)		(25,477	)		(67,003	)		(45,613	)
Equity in earnings (losses) of investees, net		288			(1,481	)		92			1,853
Net income		23,532			14,127			101,806			93,543
Net income attributable to noncontrolling interest		(2,834	)		(1,521	)		(16,350	)		(5,448	)
Net income attributable to the Company's stockholders		20,698			12,606			85,456			88,095
Earnings per share attributable to the Company's stockholders:
Basic:
Net income		0.39			0.25			1.66			1.73
Diluted:
Net income		0.39			0.24			1.65			1.72
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:
Basic		53,106			51,017			51,567			50,867
Diluted		53,551			51,511			51,937			51,227

ORMAT TECHNOLOGIES, INC AND SUBSIDIARIES

Condensed Consolidated Balance Sheet

For the Periods Ended December 31, 2020 and December 31, 2019

	December 31, 2020			December 31, 2019
	(Dollars in thousands)
ASSETS
Current assets:
Cash and cash equivalents		448,252			71,173
Restricted cash and cash equivalents		88,526			81,937
Receivables:
Trade		149,170			154,525
Other		17,987			22,048
Inventories		35,321			34,949
Costs and estimated earnings in excess of billings on uncompleted contracts		24,544			38,365
Prepaid expenses and other		15,354			12,667
Total current assets		779,154			415,664
Investment in unconsolidated companies		98,217			81,140
Deposits and other		66,989			38,284
Deferred income taxes		119,299			129,510
Property, plant and equipment, net		2,099,046			1,971,415
Construction-in-process		479,315			376,555
Operating leases right of use		16,347			17405
Finance leases right of use		11,633			14161
Intangible assets, net		194,421			186,220
Goodwill		24,566			20,140
Total assets		3,888,987			3,250,494
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		152,763			141,857
Short term revolving credit lines with banks (full recourse)		—			40,550
Commercial paper		—			50,000
Billings in excess of costs and estimated earnings on uncompleted contracts		11,179			2,755
Current portion of long-term debt:
Senior secured notes		24,949			24,473
Other loans		35,897			34,458
Full recourse		17,768			76,572
Operating lease liabilities		2,922			2,743
Finance lease liabilities		3,169			3,068
Total current liabilities		248,647			376,476
Long-term debt, net of current portion:
Limited and non-recourse:
Senior secured notes		315,195			339,336
Other loans		284,928			317,395
Senior unsecured bonds		717,534			286,453
Other loans		59,556			68,747
Operating lease liabilities		12,897			14,008
Finance lease liabilities		9,104			11,209
Liability associated with sale of tax benefits		111,476			123,468
Deferred income taxes		87,972			97,126
Liability for unrecognized tax benefits		1,970			14,643
Liabilities for severance pay		18,749			18,751
Asset retirement obligation		63,457			50,183
Other long-term liabilities		6,235			8,039
Total liabilities		1,937,720			1,725,834
Redeemable noncontrolling interest		9,830			9,250
Equity:
The Company's stockholders' equity:
Common stock		56			51
Additional paid-in capital		1,262,446			913,150
Retained earnings		550,103			487,873
Accumulated other comprehensive income (loss)		(6,620	)		(8,654	)
Total stockholders' equity attributable to Company's stockholders		1,805,985			1,392,420
Noncontrolling interest		135,452			122,990
Total equity		1,941,437			1,515,410
Total liabilities, redeemable noncontrolling interest and equity		3,888,987			3,250,494

ORMAT TECHNOLOGIES, INC AND SUBSIDIARIES

Reconciliation of EBITDA and Adjusted EBITDA

For the Three and Twelve-Month Periods Ended December 31, 2020 and 2019

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 or loss from extinguishment of liabilities, (viii) gain or loss on sale of subsidiary and property, plant and equipment and (ix) other unusual or non-recurring items. EBITDA and Adjusted EBITDA are not measurements of financial performance or liquidity under accounting principles generally accepted in the United States, or U.S. GAAP, 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 U.S. GAAP. Our Board of Directors and senior management use EBITDA and Adjusted EBITDA to evaluate our financial performance. 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 Twelve-Month periods ended December 31, 2020 and 2019.

	Three Months Ended December 31,				Twelve-Months Ended December 31,
	2020		2019		2020			2019
	(Dollars in thousands)				(Dollars in thousands)
Net income		23,532		14,127		101,806			93,543
Adjusted for:
Interest expense, net (including amortization of deferred financing costs)		18,891		17,248		76,236			78,869
Income tax provision (benefit)		21,728		25,477		67,003			45,613
Adjustment to investment in an unconsolidated company: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla		1,278		5,205		11,549			13,089
Depreciation and amortization		39,643		36,260		151,371			143,242
EBITDA		105,072		98,317		407,965			374,356
Mark-to-market gains or losses from accounting for derivative		420		507		(1,192	)		(1,402	)
Stock-based compensation		2,770		2,127		9,830			9,358
Loss from extinguishment of liability		—		468		—			468
Merger and acquisition transaction costs		910		733		2,279			1,483
Settlement expenses		—		—		1,277			—
Adjusted EBITDA		109,172		102,152		420,159			384,263

ORMAT TECHNOLOGIES, INC AND SUBSIDIARIES

Reconciliation of Adjusted Net Income and Adjusted EPS

For the Three and Twelve-Month Periods Ended December 31, 2020 and 2019

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 tables reconciles Net income attributable to the Company's stockholders and Adjusted EPS for the three-month and 12-month periods ended December 31, 2020 and 2019.

	Three Months Ended December 31				Twelve Months Ended December 31
	2020		2019		2020		2019
	(Dollars in millions, except per share)
Net income attributable to the Company's stockholders ($ million)	20.7			12.6	$	85.5		88.1
One-time tax items ($ million)		—		—		—		(13.3	)
Adjusted Net income attributable to the Company's stockholders ($ million)	20.7			12.6	$	85.5		74.8
Weighted average number of shares diluted used in computation of earnings per share attributable to the Company's stockholders (million)		53.6		51.5		51.9		51.2
Diluted Adjusted EPS ($)		0.39		0.24		1.65		1.46

XML

Document And Entity Information	Feb. 24, 2021
Document Information [Line Items]
Entity, Registrant Name	Ormat Technologies, Inc.
Document, Type	8-K
Document, Period End Date	Feb. 24, 2021
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-32347
Entity, Tax Identification Number	88-0326081
Entity, Address, Address Line One	6140 Plumas Street
Entity, Address, City or Town	Reno
Entity, Address, State or Province	NV
Entity, Address, Postal Zip Code	89519
City Area Code	775
Local Phone Number	356-9029
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	ORA
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001296445