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): August 5, 2021 (August 4, 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		89519-6075
(Address of Principal Executive Offices)		(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:

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 4, 2021 Ormat Technologies, Inc. (the “Registrant”) reported its earnings for its second fiscal quarter ended June 30, 2021. 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.

(d) Exhibits

Exhibit	Description of Document
99.1	Press release of the Registrant dated August 4, 2021, containing financial information for its second fiscal quarter, ended June 30, 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, 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: August 5, 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 SECOND QUARTER 2021 FINANCIAL RESULTS

CONTINUES TO DELIVER TOP LINE GROWTH IN ELECTRICITY AND ENERGY STORAGE SEGMENTS

INCREASES 2021 REVENUE ANNUAL GUIDANCE, REFLECTING CONTRIBUTIONS FROM RECENTLY ACQUIRED GEOTHERMAL ASSETS

INCREASED PRODUCT SEGMENT BACKLOG TO $59 MILLION

RENO, Nev. August 4, 2021, Ormat Technologies, Inc. (NYSE: ORA) today announced financial results for the second quarter ended June 30, 2021.

KEY FINANCIAL RESULTS

	Q2 2021			Q2 2020			Change (%)			H1 2021			H1 2020			Change (%)
GAAP Measures
Revenues ($ millions)
Electricity		133.9			128.7			4.0	%		278.9			271.5			2.7	%
Product		7.4			43.7			(83.0)	%		16.1			91.1			(82.4)	%
Energy Storage		5.6			2.5			123.8	%		18.3			4.4			320.8	%
Total Revenues		146.9			174.9			(16.0)	%		313.3			367.0			(14.6)	%
Gross margin (%)
Electricity		37.4	%		44.1	%					41.3	%		47.2	%
Product		20.1	%		20.6	%					12.8	%		21.3	%
Energy Storage		6.4	%		(13.6)	%					45.2	%		(10.2)	%
Gross margin (%)		35.4	%		37.4	%					40.1	%		40.1	%
Operating income ($ millions)		28.6			48.1			(40.5)	%		78.5			109.1			(28.1)	%
Net income attributable to the Company’s stockholders ($ millions)		13.0			23.0			(43.5)	%		28.3			49.1			(42.4)	%
Diluted EPS ($)		0.23			0.45			(48.9)	%		0.50			0.95			(47.4)	%
Non-GAAP Measures
Adjusted Net income attributable to the Company’s stockholders ($ millions)		13.0			23.0			(43.5)	%		37.1			49.1			(24.4)	%
Adjusted Diluted EPS ($)		0.23			0.45			(48.9)	%		0.66			0.95			(30.5)	%
Adjusted EBITDA1 ($ millions)		84.5			97.9			(13.6)	%		183.8			203.9			(9.9)	%

¹ Reconciliation is set forth below in this release

“We continue to deliver growth in our Energy Storage and Electricity segments, while simultaneously signing new contracts in our Product segment, which increased our backlog by 59%,” commented Doron Blachar, Chief Executive Officer. “In our Energy Storage segment, we again delivered triple-digit year-over-year revenue growth supported by the Pomona asset. Our Electricity segment, with the combination of a successful expansion of our McGinness Hills Phase 3 geothermal power plant and the return of Puna to electricity generation, positively impacted the quarter. The McGinness Hills expansion increased the complex’s total capacity to approximately 160MW, which is higher than originally expected. Furthermore, with the addition of the recently acquired Dixie Valley and Beowawe assets, combined with our internal growth, we are on track to achieve our long-term goal of increasing Ormat’s combined geothermal, energy storage and solar generating portfolio to more than 1.5 GW by 2023.”

“In the second quarter, Electricity segment results were impacted by mostly temporary issues related to the Olkaria, Steamboat and Brawley complexes, which reduced our Electricity gross profit by approximately $8.0 million, and, coupled with lower Product sales, negatively impacted the quarter and our annual guidance,” continued Mr. Blachar. “However, the Covid-related impact on our Products segment has begun to dissipate, as evidenced by the large increase in our Product segment backlog and the steady and accelerating strengthening of our sales pipeline. We believe the recovery of our Product segment along with the significant portfolio growth coming from our Electricity and Energy Storage segments supports our target of an annual run-rate of more than $500 million in Adjusted EBITDA towards the end of 2022.”

FINANCIAL AND BUSINESS HIGHLIGHTS

• Net income attributable to the Company's stockholders was $13.0 million, or $0.23 per diluted share, compared to $23.0 million, or $0.45 per diluted share in the second quarter of last year, representing a decrease of 43.5% and 48.9%, respectively, mainly as a result of the lower revenue in the Product segment and lower gross profit at the Electricity segment;

• Adjusted EBITDA decreased 13.6% to $84.5 million, from $97.9 million in the second quarter of last year, mainly due to a $7.5 million reduction in Product segment gross profit this quarter, the low performance in some of the power plants in the Electricity segment and an increase in SG&A expenses. (a reconciliation of GAAP net income to EBITDA and Adjusted EBITDA is set forth below in this release);

• Electricity segment revenues increased by 4.0% to $133.9 million compared to the second quarter of last year, supported by a contribution from the newly added McGinness Hills Complex expansion and from Puna’s resumed operations, partially offset by under performance in the Olkaria complex in Kenya due a combination of curtailments and lower resource performance. Management expects to restore the Olkaria complex’s generating capacity towards the end of 2021 and expects the Puna complex to generate approximately 30 MW by the end of the year;

• Product segment revenues decreased 83.0% to $7.4 million, down from $43.7 million in the same quarter last year, impacted primarily by COVID-19;

• Energy Storage segment revenues were $5.6 million compared to $2.5 million in the same quarter last year. The increase was mainly related to revenues from our Pomona asset, which was acquired in July 2020, and the commencement of Vallecito, both located in California;

• Product segment backlog grew by 59% to $59.1 million as of August 4, 2021; Ormat secured new agreements including a contract with Star Energy Geothermal to supply products to support the 14 MW Salak geothermal project in Indonesia;

• Ormat completed the acquisition of TG Geothermal Portfolio, LLC (a subsidiary of Terra-Gen, LLC). Ormat paid $171 million in cash for 100% of the equity interests in a portfolio of entities and assumed debt and associated lease obligations of approximately $206 million book value as of June 30, 2021. The acquired entities own, among other things, two operating geothermal power plants in Nevada comprising the 56 MW (net) Dixie Valley geothermal power plant, one of the largest geothermal power plants in Nevada, and the 11.5 MW Beowawe geothermal power plant, as well as the rights to Coyote Canyon, a greenfield development asset adjacent to Dixie Valley with high resource potential, and an underutilized transmission line, capable of handling between 300MW and 400MW of 230KV electricity, connecting Dixie Valley to California;

• The Puna power plant generated approximately 25 MW during the second quarter of 2021, and we recently reached 28 MW following the repair of one of the turbines. We expect the Puna complex to generate approximately 30 MW by the end of the year. While management believes the PUC information requests regarding the new PPA signed with HELCO will ultimately be resolved, Ormat will continue selling electricity under its existing long-term PPA until the new PPA takes effect;

• The expansion of Ormat’s McGinness Hills Phase 3 geothermal power plant in Eastern Nevada was completed, increasing the net capacity by approximately 15 MW and bringing the entire McGinness Hills complex capacity to a total of approximately 160 MW, which is higher than initially expected; and

• Ormat signed a 15-year PPA with the Clean Power Alliance (CPA), the fifth largest electricity provider in California and the single largest provider of 100% renewable energy to customers in the nation. 

2021 GUIDANCE

• Total revenues of between $650 million and $685 million;

• Electricity segment revenues between $585 million and $595 million;

• Product segment revenues of between $40 million and $60 million;

• Energy Storage revenues of between $25 million and $30 million;

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

• Adjusted EBITDA attributable to minority interest of approximately $31 million.

As we noted in previous quarters, Adjusted EBITDA assumed insurance proceeds related to the 2018 insurance Puna claim of $10 million.

The Company provides a reconciliation of Adjusted EBITDA, a Non-GAAP financial measure for the three and six months ended June 30, 2021. 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 August 4th, 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 September 1st, 2021, to stockholders of record as of the close of business on August 18, 2021. In addition, the Company expects to pay a quarterly dividend of $0.12 per share in the next quarter.

CONFERENCE CALL DETAILS

Ormat will host a conference call to discuss its financial results and other matters discussed in this press release on Thursday, August 5th, at 10 a.m. ET. The call will be available as a live, listen-only webcast at investor.ormat.com. During the webcast, management will refer to slides that will be posted on the website. The slides and accompanying webcast can be accessed through the News & Events in the Investor Relations section of Ormat’s website.

An archive of the webcast will be available approximately 60 minutes after the conclusion of the live call.

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:	10158320

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 plans to accelerate long-term growth in the energy storage market and to establish a 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 for 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’s activity into energy storage services, solar Photovoltaic (PV) and energy storage plus Solar PV. Ormat’s current total generating portfolio is 1.1 GW that comprises a 1,015 MW of geothermal and Solar portfolio that is spread globally in the U.S., Kenya, Guatemala, Indonesia, Honduras, and Guadeloupe and an 83 MW energy storage portfolio that 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 February 26, 2021 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 Six-Month periods Ended June 30, 2021 and 2020

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(Dollars in thousands, except per share data)
Revenues:
Electricity		133,864			128,685			278,852			271,541
Product		7,410			43,701			16,053			91,112
Energy storage		5,627			2,514			18,348			4,360
Total revenues		146,901			174,900			313,253			367,013
Cost of revenues:
Electricity		83,736			71,950			163,587			143,318
Product		5,924			34,709			13,998			71,687
Energy storage		5,266			2,855			10,046			4,804
Total cost of revenues		94,926			109,514			187,631			219,809
Gross profit		51,975			65,386			125,622			147,204
Operating expenses:
Research and development expenses		1,128			1,172			2,004			2,791
Selling and marketing expenses		3,988			4,854			8,264			9,648
General and administrative expenses		18,240			11,870			36,846			28,615
Business interruption insurance income		—			(585	)		—			(2,982	)
Operating income		28,619			48,075			78,508			109,132
Other income (expense):
Interest income		808			441			1,071			843
Interest expense, net		(18,626	)		(19,785	)		(37,642	)		(37,058	)
Derivatives and foreign currency transaction gains (losses)		658			671			(16,208	)		1,064
Income attributable to sale of tax benefits		7,420			5,672			13,775			9,804
Other non-operating income (expense), net		(21	)		304			(352	)		382
Income from operations before income tax and equity in earnings (losses) of investees		18,858			35,378			39,152			84,167
Income tax (provision) benefit		(4,268	)		(11,766	)		(7,275	)		(29,914	)
Equity in earnings (losses) of investees, net		605			1,658			1,147			923
Net income		15,195			25,270			33,024			55,176
Net income attributable to noncontrolling interest		(2,169	)		(2,224	)		(4,739	)		(6,097	)
Net income attributable to the Company's stockholders		13,026			23,046			28,285			49,079
Earnings per share attributable to the Company's stockholders:
Basic		0.23			0.45			0.51			0.96
Diluted		0.23			0.45			0.50			0.95
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:
Basic		55,992			51,043			55,990			51,040
Diluted		56,316			51,362			56,502			51,448

ORMAT TECHNOLOGIES, INC AND SUBSIDIARIES

Condensed Consolidated Balance Sheet

For the Periods Ended June 30, 2021 and December 31, 2020

	June 30, 2021			December 31, 2020
(Dollars in thousands)
ASSETS
Current assets:
Cash and cash equivalents		250,009			448,252
Marketable securities at fair value		45,960			—
Restricted cash and cash equivalents		79,868			88,526
Receivables:
Trade		137,688			149,170
Other		11,881			17,987
Inventories		28,526			35,321
Costs and estimated earnings in excess of billings on uncompleted contracts		13,837			24,544
Prepaid expenses and other		20,220			15,354
Total current assets		587,989			779,154
Investment in unconsolidated companies		103,890			98,217
Deposits and other		57,347			66,989
Deferred income taxes		124,284			119,299
Property, plant and equipment, net		2,175,637			2,099,046
Construction-in-process		531,634			479,315
Operating leases right of use		19,765			16347
Finance leases right of use		7,633			11633
Intangible assets, net		185,508			194,421
Goodwill		24,863			24,566
Total assets		3,818,550			3,888,987
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		108,408			152,763
Billings in excess of costs and estimated earnings on uncompleted contracts		13,452			11,179
Current portion of long-term debt:
Senior secured notes		25,144			24,949
Other loans		36,265			35,897
Full recourse		56,843			17,768
Operating lease liabilities		2,978			2,922
Finance lease liabilities		3,139			3,169
Total current liabilities		246,229			248,647
Long-term debt, net of current portion:
Limited and non-recourse:
Senior secured notes		301,330			315,195
Other loans		267,310			284,928
Full recourse:
Senior unsecured bonds		674,643			717,534
Other loans		54,961			59,556
Operating lease liabilities		16,531			12,897
Finance lease liabilities		5,190			9,104
Liability associated with sale of tax benefits		101,883			111,476
Deferred income taxes		88,156			87,972
Liability for unrecognized tax benefits		3,464			1,970
Liabilities for severance pay		17,691			18,749
Asset retirement obligation		65,342			63,457
Other long-term liabilities		6,094			6,235
Total liabilities		1,848,824			1,937,720
Redeemable noncontrolling interest		9,871			9,830
Equity:
The Company's stockholders' equity:
Common stock		56			56
Additional paid-in capital		1,267,448			1,262,446
Retained earnings		565,225			550,103
Accumulated other comprehensive income (loss)		(7,646	)		(6,620	)
Total stockholders' equity attributable to Company's stockholders		1,825,083			1,805,985
Noncontrolling interest		134,772			135,452
Total equity		1,959,855			1,941,437
Total liabilities, redeemable noncontrolling interest and equity		3,818,550			3,888,987

ORMAT TECHNOLOGIES, INC AND SUBSIDIARIES

Reconciliation of EBITDA and Adjusted EBITDA

For the Three and Six-Month Periods Ended June 30, 2021 and 2020

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. We use EBITDA and Adjusted EBITDA as a performance metric because it is a metric used by our Board of Directors and senior management in evaluating 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 Six-Month periods ended June 30, 2021 and 2020.

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(Dollars in thousands)						(Dollars in thousands)
Net income		15,195			25,270			33,024			55,176
Adjusted for:
Interest expense, net (including amortization of deferred financing costs)		17,818			19,344			36,571			36,215
Income tax provision (benefit)		4,268			11,766			7,275			29,914
Adjustment to investment in an unconsolidated company: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla		2,899			3,199			5,364			5,876
Depreciation and amortization		42,126			36,812			82,955			72,100
EBITDA		82,306			96,391			165,189			199,281
Mark-to-market gains or losses from accounting for derivative		(990	)		(1,482	)		1,096			(2,043	)
Stock-based compensation		2,623			2,264			4,720			4,253
Reversal of a contingent liability		—			—			(418	)		—
Allowance for bad debts related to February power crisis in Texas		—			—			2,980			—
Hedge Losses resulting from February power crisis in Texas								9,133
Merger and acquisition transaction costs		474			618			958			1,158
Other write-off		134			—			134			—
Settlement expenses		—			89			—			1,277
Adjusted EBITDA		84,547			97,880			183,792			203,926

ORMAT TECHNOLOGIES, INC AND SUBSIDIARIES

Reconciliation of Adjusted Net Income attributable to the Company's stockholders and Adjusted EPS

For the Three and Six-Month Periods Ended June 30, 2021 and 2020

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 and Six-month periods ended June 30, 2021 and 2020.

	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
	2021		2020		2021		2020
(Dollars in millions, except per share data)
Net income attributable to the Company's stockholders	$	13.0	$	23.0	$	28.3	$	49.1
One-time net expense related to February power crisis in Texas		—		—		8.8		—
Adjusted Net income attributable to the Company's stockholders	$	13.0	$	23.0	$	37.1	$	49.1
Weighted average number of shares diluted used in computation of earnings per share attributable to the Company's stockholders:		56.3		51.4		56.5		51.4
Diluted Adjusted EPS ($)		0.23		0.45		0.66		0.95

XML

Document And Entity Information	Aug. 04, 2021
Document Information [Line Items]
Entity, Registrant Name	Ormat Technologies, Inc.
Document, Type	8-K
Document, Period End Date	Aug. 04, 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	89519-6075
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