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): May 9, 2023 (May 9, 2023)

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 May 9, 2023 Ormat Technologies, Inc. (the “Registrant”) reported its earnings for its first fiscal quarter ended March 31, 2023. 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 May 9, 2029, containing financial information for its first fiscal quarter, ended March 31, 2023.
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: May 9, 2023

EX-99.1

Exhibit 99.1

Ormat Technologies Contact:
Smadar Lavi
VP Head of IR and ESG Planning & Reporting
775-356-9029 (ext. 65726)
slavi@ormat.com Investor Relations Agency Contact:
Alec Steinberg or Joseph Caminiti
Alpha IR Group
312-445-2870
ORA@alpha-ir.com

ORMAT TECHNOLOGIES REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS

CONTINUED GROWTH IN ELECTRICITY SEGMENT AND BENEFITS FROM INFLATION REDUCTION ACT DROVE SIGNIFICANT EXPANSION IN EARNINGS AND ADJUSTED EBITDA

HIGHLIGHTS

● TOTAL NET INCOME GREW BY 57.5% AND OPERATING INCOME INCREASED BY 17.9% SUPPORTED BY IRA BENEFITS AND CONTRIBUTION FROM NEW ASSETS

● ADJUSTED EBITDA GREW BY 14.5% IN LINE WITH FULL YEAR RUN RATE GUIDANCE

● NEW CAPACITY OF 50MW IN OUR STORAGE AND ELECTRICITY SEGMENTS

RENO, Nev. May 9, 2023, Ormat Technologies, Inc. (NYSE: ORA), a leading geothermal, energy storage, solar PV and recovered energy power company, today announced financial results for the first quarter ended March 31, 2023.

KEY FINANCIAL RESULTS

(Dollars in millions, except per share)	Q1 2023			Q1 2022			Change (%)
GAAP Measures
Revenues
Electricity		170.3			162.5			4.8	%
Product		10.0			14.6			(31.4	) %
Energy Storage & Management Services		4.9			6.6			(25.6	) %
Total Revenues		185.2			183.7			0.8	%
Gross margin (%)
Electricity		44.4	%		41.8	%
Product		6.9	%		6.9	%
Energy Storage & Management Services		(3.6	) %		13.5	%
Gross margin (%)		41.1	%		38.1	%
Operating income		53.2			45.1			17.9	%
Net income attributable to the Company’s stockholders		29.0			18.4			57.5	%
Diluted EPS ($)		0.51			0.33			54.5	%
Non-GAAP Measures
Adjusted Net income attributable to the Company’s stockholders		29.0			19.9			45.8	%
Adjusted Diluted EPS ($)		0.51			0.35			45.7	%
Adjusted EBITDA1		123.5			107.9			14.5	%

“Ormat had a strong start to the year, delivering a 57% improvement in net income over the same period last year and record first quarter Adjusted EBITDA. Our Electricity segment led the growth compared to the previous year first quarter, driven by the contributions from capacity additions of our newly built assets. The strategic portfolio expansions at our CD4, Tungsten and Heber 2 plants, which were completed last year, further supports the expected growth of our revenues and operating income.” said Doron Blachar, Ormat’s Chief Executive Officer.

“As we enter the second quarter of the year, we successfully commenced operation at our new 25MW North Valley geothermal power plant and at the new 6MW Brady solar facility. In our storage segment, we have successfully begun operations on 19MW/19MWh battery storage facilities and expect to start operation of additional two projects with a total capacity of 45MW/45MWh in the second quarter. These new projects are expected to support improved storage margin performance for the segment across the remainder of the year and onward. We also plan to commence commercial operation at our newly built Heber 1 power plant by the end of the second quarter, further strengthening our growth trajectory. This expanded portfolio is expected to allow us to generate even stronger Adjusted EBITDA, earnings, and improved net income going forwards, supported by additional Production Tax Credits (PTC) and Investment Tax Credits (ITC).”

Blachar added, “We remain confident in our ability to meet our operating capacity goals and long-term financial targets. We also expect to continue capturing the direct benefits related to the Inflation Reduction Act (IRA) that are expected to meaningfully enhance our net income results. We believe the demand for renewable energy and storage remains strong and we anticipate continued capacity and revenue growth across our operating segments.”

FINANCIAL AND RECENT BUSINESS HIGHLIGHTS

• Net income attributable to the Company’s stockholders and diluted EPS for the first quarter of 2023 increased 57.5% and 54.5%, respectively, versus the prior year.

• Adjusted EBITDA for the first quarter of 2023 was $123.5 million, an increase of 14.5% compared to $107.9 million in 2022, driven by improved operating income results in the Electricity segment including higher income related to tax equity transactions supported by the recognition of PTCs associated mainly with CD4.

• Electricity segment revenues increased 4.8% for the first quarter of 2023, compared to 2022, supported by contributions from Ormat’s portfolio expansion efforts in 2022, including the addition of the CD4, Tungsten, and Heber 2 geothermal power plants.

• Product segment revenues decreased by 31.4% for the first quarter of 2023, compared to 2022, due primarily to the timing of revenue recognition compared to the prior year period. Despite this year-over-year top line decline, we expect to see an increase in revenue year-over-year and anticipate improved margins going forward, supported by an improved backlog. As such, the Company expects the Product segment results for the full year to come in near the high end of the guidance range.

• Product segment backlog stands at $147 million as of May 9, 2023.

• Energy Storage segment revenues decreased 25.6% for the first quarter of 2023, compared to 2022, driven primarily by lower energy rates captured by the PJM facilities.

• In addition, since the beginning of the year, the Company:

◦ Commenced commercial operation of the 25MW North Valley project in Nevada. This project is selling energy to NV Energy under a 25-year long term contract.

◦ Commenced commercial operations at two battery storage facilities for 19MW of combined capacity, with these projects becoming eligible for ITCs for the first time which will allow Ormat to reduce its income taxes and meaningfully improve the economics of these projects.

◦ Commenced commercial operation of the 6MW Brady Solar project in Nevada that will be used for the ancillary needs of the geothermal power plant and should allow us to sell more electricity from the nearby geothermal power plant to Southern California Public Power Authority (SCPPA) under the SCPPA portfolio power purchase agreement (PPA).

2023 GUIDANCE

• Total revenues of between $823 million and $858 million.

• Electricity segment revenues between $670 million and $685 million.

• Product segment revenues of between $120 million and $135 million.

• Energy Storage revenues of between $33 million and $38 million.

• Adjusted EBITDA to be between $480 million and $510 million.

◦ Adjusted EBITDA attributable to minority interest of approximately $36 million.

The Company provides a reconciliation of Adjusted EBITDA, a non-GAAP financial measure for the three months ended March 31, 2023, and 2022. However, the Company does not provide guidance on net income and is unable to provide a reconciliation for its Adjusted EBITDA guidance range to net income without unreasonable efforts due to high variability and complexity with respect to estimating certain forward-looking amounts. These include 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 May 9, 2023, 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 June 6, 2023, to stockholders of record as of the close of business on May 23, 2023. In addition, the Company expects to pay a quarterly dividend of $0.12 per share in each of the next two quarters.

CONFERENCE CALL DETAILS

Ormat will host a conference call to discuss its financial results and other matters discussed in this press release on Wednesday, May 10, 2023, at 9:00 a.m. ET.

Participants within the United States and Canada, please dial 1-888-770-2286, approximately 15 minutes prior to the scheduled start of the call. If you are calling outside of the United States and Canada, please dial +1-646-960-0440. Access code for the call is 9122486. Please request the “Ormat Technologies, Inc. call” when prompted by the conference call operator. The conference call will also be accompanied by a webcast live on the Investor Relations section of the Company's website.

A replay will be available one hour after the end of the conference call. To access the replay within the United States and Canada, please dial 1-800-770-2030. From outside of the United States and Canada, please dial +1-647-362-9199. Please use the replay access code 9122486. The webcast will also be archived on the Investor Relations section of the Company's website.         

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 1,208 MW with a 1,101 MW geothermal and solar generation portfolio that is spread globally in the U.S., Kenya, Guatemala, Indonesia, Honduras, and Guadeloupe, and a 107 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. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect or anticipate will or may occur in the future, including such matters as our projections of annual revenues, expenses and debt service coverage with respect to our debt securities, future capital expenditures, business strategy, competitive strengths, goals, development or operation of generation assets, market and industry developments and the growth of our business and operations, are forward-looking statements. When used in this press release, the words “may”, “will”, “could”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, or “contemplate” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. 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. Although we believe that our plans and objectives reflected in or suggested by these forward-looking statements are reasonable, we may not achieve these plans or objectives. Actual future results may differ materially from those projected as a result of certain risks and uncertainties and other risks described under "Risk Factors" as described in Ormat’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 24, 2023, 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, except as legally required, 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-Month periods Ended March 31, 2023, and 2022

	Three Months Ended March 31,
	2023			2022
	(Dollars in thousands, except per share data)
Revenues:
Electricity		170,310			162,525
Product		10,042			14,628
Energy storage		4,880			6,557
Total revenues		185,232			183,710
Cost of revenues:
Electricity		94,758			94,521
Product		9,351			13,613
Energy storage		5,054			5,671
Total cost of revenues		109,163			113,805
Gross profit		76,069			69,905
Operating expenses:
Research and development expenses		1,288			1,064
Selling and marketing expenses		3,948			4,365
General and administrative expenses		17,667			17,572
Write-off of Energy Storage projects and assets		—			1,826
Operating income		53,166			45,078
Other income (expense):
Interest income		1,851			342
Interest expense, net		(23,631	)		(21,081	)
Derivatives and foreign currency transaction gains (losses)		(1,937	)		260
Income attributable to sale of tax benefits		12,566			7,705
Other non-operating income (expense), net		60			75
Income from operations before income tax and equity in earnings (losses) of investees		42,075			32,379
Income tax (provision) benefit		(8,885	)		(10,163	)
Equity in earnings (losses) of investees, net		271			577
Net income		33,461			22,793
Net income attributable to noncontrolling interest		(4,432	)		(4,363	)
Net income attributable to the Company's stockholders		29,029			18,430
Earnings per share attributable to the Company's stockholders:
Basic:		0.51			0.33
Diluted:		0.51			0.33
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:
Basic		56,710			56,063
Diluted		57,104			56,366

ORMAT TECHNOLOGIES, INC AND SUBSIDIARIES

Condensed Consolidated Balance Sheet

For the Periods Ended March 31, 2023, and December 31, 2022

	March 31, 2023			December 31, 2022
ASSETS
Current assets:	(Dollars in thousands)
Cash and cash equivalents		414,856			95,872
Restricted cash and cash equivalents		107,466			130,804
Receivables:
Trade		144,199			128,818
Other		36,409			32,415
Inventories		45,447			22,832
Costs and estimated earnings in excess of billings on uncompleted contracts		17,136			16,405
Prepaid expenses and other		45,474			29,571
Total current assets		810,987			456,717
Investment in unconsolidated companies		119,185			115,693
Deposits and other		36,920			39,762
Deferred income taxes		155,966			161,365
Property, plant and equipment, net		2,541,677			2,493,457
Construction-in-process		905,505			893,198
Operating leases right of use		22,770			23,411
Finance leases right of use		4,277			3,806
Intangible assets, net		327,537			333,845
Goodwill		90,446			90,325
Total assets		5,015,270			4,611,579
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		172,751			149,423
Billings in excess of costs and estimated earnings on uncompleted contracts		24,651			8,785
Current portion of long-term debt:
Limited and non-recourse (primarily related to VIEs):		63,465			64,044
Full recourse		110,706			101,460
Financing Liability		15,454			16,270
Operating lease liabilities		2,381			2,347
Finance lease liabilities		1,552			1,581
Total current liabilities		390,960			343,910
Long-term debt, net of current portion:
Limited and non-recourse:		504,460			521,885
Full recourse:		742,222			676,512
Convertible senior notes		421,376			420,805
Financing liability		220,603			225,759
Operating lease liabilities		19,421			19,788
Finance lease liabilities		2,732			2,262
Liability associated with sale of tax benefits		159,305			166,259
Deferred income taxes		78,613			83,465
Liability for unrecognized tax benefits		6,581			6,559
Liabilities for severance pay		12,394			12,833
Asset retirement obligation		99,192			97,660
Other long-term liabilities		11,021			3,317
Total liabilities		2,668,880			2,581,014
Commitments and contingencies
Redeemable noncontrolling interest		9,361			9,590
Equity:
The Company's stockholders' equity:
Common stock		60			56
Additional paid-in capital		1,560,445			1,259,072
Treasury stock, at cost		(17,964	)		(17,964	)
Retained earnings		646,204			623,907
Accumulated other comprehensive income (loss)		(4,209	)		2,500
Total stockholders' equity attributable to Company's stockholders		2,184,536			1,867,571
Noncontrolling interest		152,493			153,404
Total equity		2,337,029			2,020,975
Total liabilities, redeemable noncontrolling interest and equity		5,015,270			4,611,579

ORMAT TECHNOLOGIES, INC AND SUBSIDIARIES

Reconciliation of EBITDA and Adjusted EBITDA

For the Three-Month Periods ended March 31, 2023, and 2022

We calculate EBITDA as net income before interest, taxes, depreciation, amortization and accretion. We calculate Adjusted EBITDA as net income before interest, taxes, depreciation, amortization and accretion, adjusted for (i) mark-to-market gains or losses from accounting for derivatives, (ii) stock-based compensation, (iii) merger and acquisition transaction costs, (iv) gain or loss from extinguishment of liabilities, (v) cost related to a settlement agreement, (vi) non-cash impairment charges; (vii) write-off of unsuccessful exploration activities; and (viii) other unusual or non-recurring items. We adjust for these factors as they may be non-cash, unusual in nature and/or are not factors used by management for evaluating operating performance. We believe that presentation of these measures will enhance an investor’s ability to evaluate our financial and operating performance. 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.

Starting in the fourth quarter of 2022, we include accretion expenses related to asset retirement obligation in the adjustments to net income when calculating EBITDA and adjusted EBITDA. The presentation of EBITDA and adjusted EBITDA includes accretion expenses for the three months ended March 31, 2023, however, the prior year has not been recast to include accretion expenses as the amounts were immaterial.

The following table reconciles net income to EBITDA and Adjusted EBITDA for the three-month periods ended March 31, 2023, and 2022:

	Three Months Ended March 31,
	2023		2022
	(Dollars in thousands)
Net income		33,461		22,793
Adjusted for:
Interest expense, net (including amortization of deferred financing costs		21,780		20,739
Income tax provision (benefit)		8,885		10,163
Adjustment to investment in an unconsolidated company: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla		2,982		2,124
Depreciation and amortization		52,396		46,769
EBITDA		119,504		102,588
Mark-to-market gains or losses from accounting for derivative		993		277
Stock-based compensation		2,990		2,814
Write-off related to Storage projects and activity		—		1,825
Allowance for bad debt		—		115
Merger and acquisition transaction costs		—		249
Adjusted EBITDA		123,487		107,868

ORMAT TECHNOLOGIES, INC AND SUBSIDIARIES

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

For the Three-month periods ended March 31, 2023, and 2022

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 periods ended March 31, 2023, and 2022.

	Three Months Ended March 31,
	2023		2022
(in millions, except for EPS)
GAAP Net income attributable to the Company's stockholders	$	29.0	$	18.4
Write-off of related to Energy Storage projects and activity	$	—		1.4
Adjusted Net income attributable to the Company's stockholders	$	29.0	$	19.9
GAAP diluted EPS	$	0.51	$	0.33
Write-off of related to Energy Storage projects and activity	$	—		0.02
Diluted Adjusted EPS	$	0.51	$	0.35

XML

Document And Entity Information	May 09, 2023
Document Information [Line Items]
Entity, Registrant Name	Ormat Technologies, Inc.
Document, Type	8-K
Document, Period End Date	May 09, 2023
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