ORMAT TECHNOLOGIES, INC. (ORA)
SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > Electric, Gas, And Sanitary Services > SIC 4911 Electric Services
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1296445. Latest filing source: 0001296445-26-000006.
Informational only - descriptive public-record data, not investment advice.
Business
Read ORA's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read ORA's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 989,543,000 | USD | 2025 | 2026-02-26 |
| Net income | 123,898,000 | USD | 2025 | 2026-02-26 |
| Assets | 6,246,508,000 | USD | 2025 | 2026-02-26 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001296445.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 662,591,000 | 692,812,000 | 719,267,000 | 746,044,000 | 705,342,000 | 663,084,000 | 734,159,000 | 829,424,000 | 879,654,000 | 989,543,000 |
| Net income | 88,708,000 | 132,414,000 | 97,966,000 | 88,095,000 | 85,456,000 | 62,092,000 | 65,841,000 | 124,399,000 | 123,733,000 | 123,898,000 |
| Operating income | 201,882,000 | 205,018,000 | 185,110,000 | 193,796,000 | 214,013,000 | 169,357,000 | 152,803,000 | 166,585,000 | 172,470,000 | 169,225,000 |
| Gross profit | 270,795,000 | 268,452,000 | 270,435,000 | 269,323,000 | 276,275,000 | 264,338,000 | 268,824,000 | 264,018,000 | 272,619,000 | 272,685,000 |
| Diluted EPS | 1.77 | 2.61 | 1.92 | 1.72 | 1.65 | 1.10 | 1.17 | 2.08 | 2.04 | 2.02 |
| Operating cash flow | 159,285,000 | 245,575,000 | 145,822,000 | 236,493,000 | 265,005,000 | 258,822,000 | 280,974,000 | 309,401,000 | 410,919,000 | 335,101,000 |
| Capital expenditures | 151,930,000 | 259,234,000 | 258,521,000 | 279,986,000 | 320,738,000 | 419,272,000 | 563,476,000 | 618,383,000 | 487,678,000 | 619,776,000 |
| Dividends paid | 25,682,000 | 20,511,000 | 26,834,000 | 22,386,000 | 22,471,000 | 26,986,000 | 27,143,000 | 28,412,000 | 29,109,000 | 29,072,000 |
| Share buybacks | 0.00 | 0.00 | 17,964,000 | 0.00 | 0.00 | |||||
| Assets | 2,461,569,000 | 2,623,864,000 | 3,121,350,000 | 3,250,494,000 | 3,888,987,000 | 4,425,678,000 | 4,611,579,000 | 5,208,279,000 | 5,666,224,000 | 6,246,508,000 |
| Liabilities | 1,288,525,000 | 1,321,748,000 | 1,667,651,000 | 1,725,834,000 | 1,937,720,000 | 2,417,888,000 | 2,581,014,000 | 2,756,693,000 | 3,105,844,000 | 3,555,232,000 |
| Stockholders' equity | 1,076,690,000 | 1,211,378,000 | 1,319,837,000 | 1,392,420,000 | 1,805,985,000 | 1,854,999,000 | 1,867,571,000 | 2,315,427,000 | 2,425,129,000 | 2,543,943,000 |
| Cash and cash equivalents | 230,214,000 | 47,818,000 | 98,802,000 | 71,173,000 | 448,252,000 | 239,278,000 | 95,872,000 | 195,808,000 | 94,395,000 | 147,448,000 |
| Free cash flow | 7,355,000 | -13,659,000 | -112,699,000 | -43,493,000 | -55,733,000 | -160,450,000 | -282,502,000 | -308,982,000 | -76,759,000 | -284,675,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 13.39% | 19.11% | 13.62% | 11.81% | 12.12% | 9.36% | 8.97% | 15.00% | 14.07% | 12.52% |
| Operating margin | 30.47% | 29.59% | 25.74% | 25.98% | 30.34% | 25.54% | 20.81% | 20.08% | 19.61% | 17.10% |
| Return on equity | 8.24% | 10.93% | 7.42% | 6.33% | 4.73% | 3.35% | 3.53% | 5.37% | 5.10% | 4.87% |
| Return on assets | 3.60% | 5.05% | 3.14% | 2.71% | 2.20% | 1.40% | 1.43% | 2.39% | 2.18% | 1.98% |
| Liabilities / equity | 1.20 | 1.09 | 1.26 | 1.24 | 1.07 | 1.30 | 1.38 | 1.19 | 1.28 | 1.40 |
| Current ratio | 2.50 | 1.14 | 1.31 | 1.10 | 3.13 | 1.11 | 1.33 | 1.20 | 0.91 | 0.81 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Bridges
Income statement bridge from reported figures
Figure provenance: SEC companyfacts FY 2025. Revenue: accession 0001296445-26-000006; concept RevenueFromContractWithCustomerIncludingAssessedTax; source concepts us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax | Gross profit: accession 0001296445-26-000006; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0001296445-26-000006; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0001296445-26-000006; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001296445-26-000006; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001296445-26-000006; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001296445-26-000006; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: RevenueFromContractWithCustomerIncludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2024 ended 2024-12-31; accession 0001628280-25-008531; filed 2025-02-27. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001296445-26-000006; filed 2026-02-26. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001296445.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.20 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.32 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.51 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 194,796,000 | 24,191,000 | 0.40 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 208,056,000 | 35,453,000 | 0.59 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 241,340,000 | 35,726,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 224,166,000 | 38,587,000 | 0.64 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 212,963,000 | 22,243,000 | 0.37 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 211,784,000 | 22,082,000 | 0.36 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 230,741,000 | 40,821,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 229,762,000 | 40,362,000 | 0.66 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 234,018,000 | 28,046,000 | 0.46 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 249,727,000 | 24,137,000 | 0.39 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 276,036,000 | 31,353,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 403,911,000 | 44,068,000 | 0.71 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001296445-26-000008; filed 2026-05-07. Concept: RevenueFromContractWithCustomerIncludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001296445-26-000008; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001296445-26-000008; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001296445-26-000008.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
This quarterly report on Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this quarterly report 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 quarterly report on Form 10-Q, the words “may”, “will”, “could”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “contemplate”, or “target” 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. The forward-looking statements in this quarterly report are primarily located in the material set forth under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Risk Factors”, and “Notes to Condensed Consolidated Financial Statements”, but are found in other locations as well. These forward-looking statements generally relate to our plans, objectives and expectations for future operations and are based upon 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. You should read this quarterly report on Form 10-Q completely and with the understanding that actual future results and developments may be materially different from what we expect attributable to a number of risks and uncertainties, many of which are beyond our control.
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.
During the period covered by this quarterly report on Form 10-Q, there have been no material changes in our risk factors previously disclosed in our 2025 Annual Report. A summary of the risks that may cause actual results to differ from our expectations include, but are not limited to the following:
Risks Related to the Company’s Business and Operation
•Our financial performance depends on the successful operation of our geothermal, REG, solar PV power plants under the Electricity segment as well as our energy storage facilities, which are subject to various operational risks.
•Our exploration, development, and operation of geothermal energy resources are subject to geological risks and uncertainties.
•We may decide not to implement, or may not be successful in implementing, one or more elements of our multi-year strategic plan, and the plan may not achieve its goal of enhancing shareholder value.
•Changes in U.S. and foreign government policy, including the imposition of or increases in tariffs and changes to existing trade agreements, could have a material adverse effect on global economic conditions and our business, results of operations, prospects and financial condition.
•Our investments and profitability in Battery Energy Storage System (BESS) may be negatively affected by a number of factors, including increases in storage costs, expanded trade restrictions, risk of fire, volatility in merchant prices and competition.
•Our investments in EGS projects involve substantial technical, operational, and geological uncertainties, including risks related to reservoir creation and sustainability, drilling success rates, well productivity, thermal recovery, induced seismicity, permitting, and long-term system performance. There can be no assurance that EGS projects in which we invest will achieve expected technical milestones, operate reliably, or produce energy at commercially viable levels.
•Concentration of customers, specific projects and regions may expose us to heightened financial exposure.
•Our international operations expose us to risks related to the application of foreign laws and regulations.
•Political, economic and other conditions in the emerging economies where we operate, including Israel, may subject us to greater risk than in the developed U.S. economy.
•Conditions in and around Israel (including conflicts involving Iran and its proxies) where much of our senior management and our main Product segment production and manufacturing facilities are located, may adversely
27
affect our operations and may limit our ability to produce and sell our products, and may limit our ability to support our operations.
•Some of our leases will terminate if we do not extract geothermal resources in “commercial quantities” or fail to comply with such leases or applicable law or if the lessor under any such lease defaults on any debt secured by the relevant property.
•Our business development activities may not be successful and our projects under construction or facilities undergoing enhancement and repowering may be delayed due to permitting, regulatory, interconnection and other factors.
•Our future growth depends, in part, on the successful enhancement of a number of our existing facilities.
•We rely on power transmission facilities that we do not own or control.
•Our use of joint ventures may limit our flexibility with jointly owned investments.
•Our operations could be adversely impacted by climate change and other extreme weather events..
•We could be impacted by regulatory and other responses to climate change.
•We may not be able to successfully complete acquisitions, and we may not be able to successfully integrate, or realize anticipated synergies from, companies that we have acquired and may acquire in the future.
•Competition for power purchase agreements, development sites, interconnection capacity, and skilled personnel may adversely affect our ability to grow our business or maintain favorable contract terms.
•Changes in costs and technology may significantly impact our business by making our power plants and products less competitive, resulting in our inability to sign new or recontracted PPAs for our Electricity segment and new supply and EPC contracts for our Products segment.
•Our intellectual property rights may not be adequate to protect our business.
•We may experience a cyber-incident, cyber security breach, severe natural event or physical attack on our operational networks and information technology systems.
Risks Related to Governmental Regulations, Laws and Taxation
•Our financial performance could be adversely affected by changes in the legal and regulatory environment affecting our operations.
•Pursuant to the terms of some of our PPAs with investor-owned electric utilities and publicly-owned electric utilities in states that have renewable portfolio standards, the failure to supply the contracted capacity and energy thereunder may result in the imposition of penalties.
•If any of our domestic power plants lose their current Qualifying Facility status under the U.S. Public Utility Regulatory Policies Act of 1978 (“PURPA”), or if amendments to PURPA are enacted that substantially reduce the benefits currently afforded to Qualifying Facilities, our domestic operations could be adversely affected.
•The absence of new or renewed BLM permits for solar PV projects on U.S. federal lands could impair our development activities, project pipeline and growth prospects.
•The reduction, elimination or inability to monetize government incentives and tax credits could adversely affect our business, financial condition, future results and cash flows.
•Our operations are primarily conducted through our subsidiaries, which are separate legal entities, and our ability to generate cash depends substantially on the performance of our subsidiaries and the power plants they operate, most of which are subject to restrictions and taxation on dividends and distributions.
•The costs of compliance with federal, state, local and foreign environmental laws and our ability to obtain and maintain environmental permits and governmental approvals required for development, construction and/or operation, may result in liabilities, increased costs and delays in construction (as well as fines or penalties that may be imposed upon us in the event of non-compliance with such laws or regulations).
•We could be exposed to significant liability for violations of hazardous substances laws because of the use or presence of such substances at our power plants.
•U.S. federal, state and foreign country income tax reform could adversely affect us.
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•Litigation, legal proceedings, regulatory investigations or other administrative proceedings could expose us to significant liabilities and reputational damage that could have a material adverse effect on us.
Risks Related to Economic and Financial Conditions
•We may be unable to obtain the financing we need on favorable terms to pursue our growth strategy and any future financing we receive may be less favorable to us than our current financing arrangements.
•We have incurred substantial indebtedness that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur substantially more debt, which may adversely affect our operations and financial results.
•Our debt obligations may adversely affect our ability to raise additional capital and will be a burden on our future cash resources, particularly if we elect to settle these obligations in cash upon conversion or upon maturity or required repurchase.
•Our foreign power plants and foreign manufacturing operations expose us to risks related to fluctuations in currency rates, which may reduce our profits from such power plants and operations.
•If our project subsidiaries default on their obligations under debt or lease financing arrangements, we may be required to make payments to the relevant debt holders, and if the collateral is foreclosed upon, we may lose certain of our power plants.
•We may experience fluctuations in the costs of construction, raw materials, commodities and drilling.
•Our commodity derivative activity may limit potential gains, increase potential losses, result in earnings volatility and involve other risks.
•We are exposed to various credit risks.
•We may not be able to obtain sufficient insurance coverage to cover damages to our assets and profitability.
Risks Related to Force Majeure
•The existence of a prolonged force majeure event or a forced outage affecting a power plant, or the transmission systems could reduce our net income.
•Threats of terrorism may impact our operations in unpredictable ways and could adversely affect our business, financial condition, future results and cash flow.
Risks Related to Ownership of our Common Stock
•Future equity issuances, including through our current or any future equity compensation plans, could result in dilution, which could cause the price of our shares of common stock to decline.
•The price of our common stock has in the past and may in the future fluctuate substantially, and your investment may decline in value.
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes included elsewhere in this quarterly repor
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our results of operations, financial condition and liquidity in conjunction with our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report including information with respect to our plans and strategies for our business, statements regarding the industry outlook, our expectations regarding the future performance of our business, and the other non-historical statements contained herein are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” You should also review Item 1A — “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described herein or implied by such forward-looking statements.
General
Recent Developments
The most significant recent developments for our Company and business during 2025 and 2026 to date are described below:
•In February 2026, we entered into a long-term geothermal portfolio PPA to supply up to 150MW of new geothermal capacity to support Google’s data center’s energy needs, through NV Energy’s Clean Transition Tariff program. The portfolio structure is expected to enable the development of multiple new geothermal projects across Nevada, with energy deliveries anticipated to commence between 2028 and 2030 as projects reach commercial operations. Per the PPA structure, the contract term begins with the first geothermal project achieving commercial operations and extends 15 years beyond the final project’s commercial operations date. The agreement and related energy supply arrangements are subject to approval by the Nevada PUC, which is expected in the second half of 2026.
•In January 2026, we acquired Hoku, a recently built operational solar-plus-storage facility on the Big Island of Hawaii, from Innergex Renewable Energy Inc. for total cash consideration of $80.5 million. The acquired assets include a 30MW solar PV facility paired with a 30MW/120MWh battery energy storage system, which achieved commercial operation in March 2025 and is fully operational. All output from the facility is sold under a 25-year fixed-price power purchase agreement with HECO.
•In January 2026, we made a $25 million investment in Sage Geosystems Inc. (“Sage”) as part of Sage’s Series B financing round. This investment represents an important milestone in our strategy to expand our EGS portfolio and capabilities and supports the continued development and commercialization of next-generation geothermal technology. In August 2025, we also announced the signing of a strategic commercial agreement with Sage. Under the terms of the agreement, Sage will pilot its advanced pressure geothermal technology to extract geothermal heat energy from hot dry rock at an existing Ormat power plant. This collaboration aims to significantly reduce the time needed to bring geothermal energy to market and is expected to enhance the Company’s operational efficiency while accelerating the implementation of next-generation geothermal solutions. The strategic commercial agreement was closed.
•In January 2026, we were awarded the Telaga Ranu geothermal working area concession in Indonesia following a competitive tender process. The concession is located in Halmahera, North Maluku, within one of Indonesia’s highest approved feed-in tariff zones and has the potential to support up to approximately 40MW of baseload geothermal generation capacity. This award strengthens our long-term development pipeline and supports our continued growth strategy in Indonesia.
•In January 2026, we entered into a new 20-year PPA with Switch, Inc., a leading provider of data center infrastructure, pursuant to which Switch will purchase approximately 13MW of carbon-free geothermal capacity from our Salt Wells geothermal power plant located near Fallon, Nevada. Under the agreement, energy deliveries are scheduled to commence in the first quarter of 2030, following the completion of a planned major upgrade to the Salt Wells facility. As part of the agreement, we also have the option to further expand the facility’s output through the addition of an approximately 17MW solar PV facility to support the plant’s auxiliary power needs.
•In December 2025, we reached the COD for Arrowleaf, our first hybrid solar-plus-storage project, consisting of approximately 42MW of solar generation capacity and 35MW/140MWh of energy storage. The project operates
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under a long-term tolling agreement with San Diego Community Power. In connection with the project’s COD, the related hybrid tax equity partnership transaction with Morgan Stanley Renewables, Inc. closed in December 2025 and resulted in approximately $38 million of upfront proceeds to the Company.
•In October 2025, the Company and SLB announced an agreement to fast-track the development and commercialization of integrated geothermal assets, including EGS. Together, Ormat and SLB intend to streamline project deployment, from concept to power generation. As part of this effort, SLB will develop, pilot and scale EGS solutions to enable wide-scale EGS adoption. This collaboration will include the design and construction of an EGS pilot at an Ormat site.
•In September 2025, we successfully commenced the commercial operations of our 60MW/120MWh Lower Rio energy storage facility, located in Texas.
•In August 2025, we signed two Geothermal Exploration and Energy Conversion Agreements (“GEECA”), a novel form of power purchase agreement, with Perusahaan Listrik Negara (“PLN”), each covering up to 20 MW of geothermal capacity each in Songa Wayaua and Atadei located in Indonesia. Under the terms of these agreements, the Company, through its project companies, will undertake the exploration drilling, financing, designing, constructing, installing, and operating the Geothermal Power Plant on a BOT (“Build, Operate and Transfer”) basis , with a 23 year operating term. PLN will reimburse the cost of successful drilling and retains the option to acquire up to a 30% equity interest in the project companies.
•In August 2025, we announced the signing of a 25-year extension to our existing power purchase agreement with SCPPA, for the 52MW from Heber 1 geothermal facility. This long-term agreement, which is effective February 2026, will ensure the continued delivery of clean, baseload geothermal energy to the Los Angeles Department of Water and Power and the Imperial Irrigation District. The Company will supply the SCPPA with electricity from the Ormat Heber 1 geothermal facility, located in the Imperial Valley of Southern California.
•In July 2025, we entered into loan agreements with a consortium of French banks pursuant to which we will borrow up to approximately €99.8 million aggregate principal amount in connection with our new Bouillante geothermal power plant in Guadeloupe.
•In July 2025, we entered into a tax partnership agreement with a private investor, under which the private investor paid approximately $77.1 million for the tax benefits related to the Heber 1&2 Geothermal power plants that are part of our Heber Complex. The private investor will pay over eight years additional installments that are expected to amount to approximately $25.7 million.
•In June, 2025, we entered into loan agreements with the Caribbean Development Bank and Caricom Development Fund pursuant to which we will borrow up to $49.8 million aggregate principal amount in connection with the 10MW Geothermal Project in Dominica.
•In June 2025, we closed the acquisition of the Blue Mountain geothermal power plant from Cyrq Energy. The 20MW facility, located in Humboldt County, NV, was purchased for $88.7 million for 100% of the equity interest in the power plant. The power plant, built using Ormat technology, features an existing 51MW interconnection capacity and a PPA with NV Energy that expires at the end of 2029. The Company plans to upgrade the power plant and increase its capacity by 3.5MW. Additionally, subject to permit and PPA approval, Ormat intends to add a 13MW solar facility to support the plant's auxiliaries.
•In May 2025, we announced the signing of a $62.0 million Hybrid Tax Equity partnership with Morgan Stanley Renewables, Inc. The partnership’s transaction covers the Lower Rio 60MW/120MWh storage facility and the Arrowleaf 35MW/140MWh storage and 42MW solar projects, which are expected to achieve COD by the end of 2025.
•In February 2025, we won a tender issued by the Israeli Electricity Authority and have been awarded two separate 15-year tolling agreements for two Energy Storage facilities. The facilities under the tolling agreements are expected to have a combined capacity of approximately 300MW/1200MWh. The ownership of the projects will be shared, 50/50 between Ormat and Allied Infrastructure LTD, a leading infrastructure company in Israel.
•In February 2025, we announced the successful COD for the Ijen geothermal power plant that is owned jointly with PT Medco Power Indonesia (“Medco Power”). The Ijen Geothermal Power Plant, equipped with Ormat Energy Converter, began operations with its first phase, delivering 35MW of electricity power to the Java grid, Ormat’s share of the facility is 17MW.
•In January 2025, we announced the signing of a 10-year PPA with Calpine Energy Solutions, one of North America’s largest energy suppliers. Under this agreement, Calpine Energy Solutions agreed to purchase up to 15MW of clean, renewable energy from the Mammoth 2 geothermal power plant located near Mammoth Lakes, California, to support demand within its retail portfolio. Energy deliveries under the PPA are scheduled to begin
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in the first quarter of 2027 and will replace the existing PPA with Southern California Edison. The new PPA includes an increase in production capacity and a higher price point.
Opportunities, Trends and Uncertainties
Different trends, factors and uncertainties may impact our operations and financial condition, including many that we do not or cannot foresee. However, we believe that our results of operations and financial condition for the foreseeable future will be primarily affected by the following trends, factors and uncertainties that are from time to time also subject to market cycles:
•Increased Demand for Baseload and Data Centers: Demand for electricity generated from geothermal and other renewable resources in the United States has increased due to the need for reliable baseload power and the growing energy requirements of data centers. This demand is supported by legislative and regulatory initiatives, including state RPS and clean energy mandates, which encourage or require the procurement of renewable energy.
•Higher PPA Pricing in the United States: Increasing electricity demand from data centers and hyperscale customers has contributed to higher PPA pricing in the United States for new geothermal projects and for the renewal of PPAs scheduled to expire over the next few years. This trend may support improved profitability and increased future revenues from our operating assets; however, actual outcomes will depend on market conditions, and timing of contract renewals.
•Enhanced Geothermal Systems (“EGS”) Opportunities: Advancements in and viability of EGS technology may create opportunities for growth in both our Electricity and Product segments by expanding the range of geothermal resources that can be economically developed. EGS has the potential to enable power generation and equipment sales in locations that do not have naturally occurring hydrothermal resources, which could increase the addressable market for geothermal energy. The timing, scale and commercial viability of EGS development remain uncertain and will depend on technological progress, regulatory frameworks, capital availability and market conditions.
•Reduced Tolling prices for Storage Facilities in Texas: While tolling agreements for storage facilities were introduced in Texas, prices of new tolling arrangements has declined, and certain previously executed tolling agreements were cancelled. This shift is primarily driven by sustained low merchant power prices, which have reduced the economic attractiveness of tolling structures and increased exposure to merchant market volatility for storage projects.
•Local Support: We expect that a variety of local governmental initiatives will create new opportunities for the development of new projects with the potential to realize higher returns on our equity as well as to create additional markets for our products. These initiatives include the award of long-term contracts to independent power generators, the creation of competitive wholesale markets for selling and trading energy, capacity and related energy products and the adoption of programs designed to encourage “clean” renewable and sustainable energy sources.
•Product Segment Opportunities and Competition: In the Product segment, we believe there are new business opportunities in the U.S., Asia Pacific, New Zealand and Central and South America. We have experienced increased competition from binary power plant equipment suppliers including the major steam turbine manufacturers. While we believe that we have a distinct competitive advantage based on our technology, accumulated experience and current worldwide share of installed binary generation capacity, an increase in competition may impact our ability to secure new purchase orders from potential customers. The increased competition may also lead to further reductions in the prices that we are able to charge for our binary equipment.
•OBBBA Impact: On July 4, 2025, the OBBBA was signed into law by the President of the United States. Rules under the OBBBA were updated in August 2025. For more information, see Note 16 to the consolidated financial statements contained in this annual report. The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements, however, it does not expect the impact to be material.
•New Tariffs: Throughout 2025, the United States introduced actions to increase import tariffs at various rates, including on certain products imported from almost all countries and individualized higher tariffs on certain other countries, such as China. Other countries have announced retaliatory actions or plans for retaliatory actions in response. Some of these tariff announcements were followed by limited exemptions and temporary pauses. As of the date of this annual report, discussions remain ongoing regarding U.S. trade restrictions and tariffs on imports
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and retaliatory tariffs from numerous countries, and while certain of these tariffs and other trade restrictions have already taken effect, there continues to be significant uncertainty about the future relationship between the United States and other countries regarding such trade policies, treaties, and tariffs. Accordingly, we can make no assurance about the eventual impact on our operating results and business. Our Energy Storage segment growth relies on imported batteries from China, and the growth of projects in the United States in the Electricity segment requires raw materials and equipment from various countries.
While there has so far been only limited impact on short-term growth in both of these segments, a significant increase in tariffs may lead to a slowdown in the growth of our Energy Storage segment in the United States if we are unable to pass the price increases from tariffs through to our customers. This could affect our long-term growth targets, specifically in our Energy Storage segment in the United States, and, to a lesser extent, across our business. Additionally, increases in the cost of raw materials and equipment resulting from tariffs could increase our capital expenditures for projects built in the United States under our Electricity segment. We have worked to accelerate imports into the United States and have expedited Chinese imports prior to the potential reinstatement of higher tariffs. However, we can make no assurance that we will succeed in avoiding any of these negative consequences. In addition, current uncertainties about tariffs and their effects on trading relationships may contribute to inflation in the markets in which we operate. For more information, see Part II, Item 1A “Risk Factors”
•Inflation and Macroeconomic Trends: Higher rates of inflation, particularly in the U.S., have been observed over the last few years. While most international-based contracts are indexed to inflation, U.S. contracts are not. Although we see a moderation in the rate of inflation, if inflation continues to rise, it may increase expenses and impact profit margins. Additionally, macroeconomic trends, including a potential economic recession, changes in Federal Reserve monetary policy, the policies of the new presidential administration, and geopolitical risks, including ongoing Middle East tensions, may adversely affect our operations and financial condition.
Revenues
Sources of Revenues
We generate our revenues from the sale of electricity from our geothermal and recovered energy-based power plants; the design, manufacture and sale of equipment for electricity generation; the construction, installation and engineering of power plant equipment; and the sale of energy storage services and electricity from our operating energy storage facilities.
Electricity Segment
Revenues attributable to our Electricity segment are derived from the sale of electricity from our power plants pursuant to long-term PPAs. While approximately 93.8% of our Electricity revenues for the year ended December 31, 2025 were derived from PPAs with fixed price components, we have a variable price PPA in Hawaii, which provide for payments based on the local utilities’ avoided cost. The avoided cost is the incremental cost that the power purchaser avoids by not having to generate such electrical energy itself or purchase it from others. In Hawaii, the prices paid for electricity pursuant to the 25 MW PPA for the Puna Complex change primarily as a result of variations in the price of oil as well as other commodities. Accordingly, our revenues from this power plant may fluctuate. In 2024, the HPUC approved a new PPA related to Puna with fixed prices, increased capacity and an extension of the term until 2052, which we expect to be in effect in early 2027. Our Electricity segment revenues are also subject to seasonal variations, as more fully described in “Seasonality” below.
Our PPAs generally provide for energy payments alone, or energy and capacity payments. Generally, capacity payments are payments calculated based on the amount of time and capacity that our power plants are available to generate electricity. Energy payments are payments calculated based on the amount of electrical energy delivered to the relevant power purchaser at a designated delivery point. Our most recent PPAs generally provide for energy payments alone with an obligation to compensate the off-taker for its incremental costs as a result of shortfalls in our supply.
Product Segment
Revenues attributable to our Product segment are based on the sale of equipment, engineering, procurement and construction contracts and the provision of various services to our customers. Product segment revenues fluctuate between periods, primarily based on our ability to receive customer orders, the status and timing of such orders, delivery of raw
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materials and the completion of manufacturing. Larger customer orders for our products are typically the result of our sales efforts, our participation in, and winning tenders or requests for proposals issued by potential customers in connection with projects they are developing and orders by returning customers. Such projects often take a significant amount of time to design and develop and are subject to various contingencies, such as the customer’s ability to raise the necessary financing for a project. Consequently, we are generally unable to predict the timing of such orders for our products and may not be able to replace existing orders that we have completed with new ones. As a result, revenues from our Product segment fluctuate (sometimes extensively) from period to period.
Energy Storage Segment
Revenues attributable to our Energy Storage segment are generated by several grid-connected BESS facilities that we own and operate from selling energy, capacity and/or ancillary services in merchant markets like PJM Interconnect, ISO New England, ERCOT and CAISO or under tolling agreements that have fixed revenues. The revenues fluctuate over time since a large portion of such revenues are generated in the merchant markets, where price volatility is inherent. We are seeking to reduce volatility by increasing the amount of long-term tolling agreements in our portfolio. In the two solar PV plus energy storage facilities, although the solar capacity is included in the Electricity Segment portfolio, 100% of the revenues are recorded under the Energy Storage segment.
We are pursuing the development of additional grid-connected BESS projects in multiple regions, with expected revenues coming from providing energy, capacity and/or ancillary services on a merchant basis, and/or through bilateral fixed contracts with load serving entities, investor-owned utilities, publicly owned utilities and community choice aggregators.
Our management assesses the performance of our operating segments differently. In the case of our Electricity segment, when making decisions about potential acquisitions or the development of new projects, management typically focuses on the internal rate of return of the relevant investment, technical and geological matters and other business considerations. Management evaluates our operating power plants based on revenues, expenses, and EBITDA, and our projects that are under development based on costs attributable to each such project. Management evaluates the performance of our Product segment based on the timely delivery of our products, performance quality of our products, and revenues and costs actually incurred to complete customer orders compared to the costs originally budgeted for such orders. We evaluate our Energy Storage segment performance similar to the Electricity segment with respect to projects that we own and operate.
The following table sets forth a breakdown of our revenues for the years indicated:
| Revenues | % of Total Revenues | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||
| Revenues: | (Dollars in thousands) | ||||||||||||||||||||
| Electricity | $ | 693,900 | $ | 702,264 | $ | 666,767 | 70.1 | % | 79.8 | % | 80.4 | % | |||||||||
| Product | 216,686 | 139,661 | 133,763 | 21.9 | 15.9 | 16.1 | |||||||||||||||
| Energy Storage | 78,957 | 37,729 | 28,894 | 8.0 | 4.3 | 3.5 | |||||||||||||||
| Total revenues | $ | 989,543 | $ | 879,654 | $ | 829,424 | 100.0 | % | 100.0 | % | 100.0 | % |
Geographic Breakdown of Results of Operations
The following table sets forth the geographic breakdown of the revenues attributable to our Electricity, Product and Energy Storage segments for the years indicated:
| Revenues | % of Total Revenues | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||
| Electricity Segment: | (Dollars in thousands) | ||||||||||||||||||||
| United States | $ | 500,377 | $ | 510,645 | $ | 473,323 | 72.1 | % | 72.7 | % | 71.0 | % | |||||||||
| International | 193,523 | 191,619 | 193,444 | 27.9 | 27.3 | 29.0 | |||||||||||||||
| Total | $ | 693,900 | $ | 702,264 | $ | 666,767 | 100.0 | % | 100.0 | % | 100.0 | % |
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| Product Segment: | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| United States | $ | 10,954 | $ | 8,969 | $ | 7,610 | 5.1 | % | 6.4 | % | 5.7 | % | |||||||||
| International | 205,732 | 130,692 | 126,153 | 94.9 | 93.6 | 94.3 | |||||||||||||||
| Total | $ | 216,686 | $ | 139,661 | $ | 133,763 | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||
| Energy Storage Segment: | |||||||||||||||||||||
| United States | $ | 78,957 | $ | 37,729 | $ | 28,894 | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||
| International | — | — | — | — | — | — | |||||||||||||||
| Total | $ | 78,957 | $ | 37,729 | $ | 28,894 | 100.0 | % | 100.0 | % | 100.0 | % |
In 2025, 2024 and 2023, 40%, 37% and 39% of our total revenues were derived from foreign locations, respectively, and our foreign operations had higher gross margins than our U.S. operations in each of those years. A substantial portion of the Electricity Segment foreign revenues came from Kenya and, to a lesser extent, from Honduras, Guadeloupe, and Guatemala. Our operations in Kenya contributed disproportionately to gross profit and net income. The contribution to combined pre-tax income of our domestic and foreign operations within our Electricity segment and Product segment differ in a number of ways, as summarized below.
Electricity Segment
Our Electricity segment domestic revenues were approximately 72%, 73% and 71% of our total Electricity segment for the years ended December 31, 2025, 2024 and 2023, respectively. However, domestic operations have higher costs of revenues and expenses than our foreign operations. Our foreign power plants are located in lower-cost regions, like Kenya, Guatemala, Honduras and Guadeloupe, which favorably impact payroll, and maintenance expenses among other items. Our power plants in foreign locations are also newer than most of our domestic power plants and therefore tend to have lower maintenance costs and higher availability factors than our domestic power plants. Consequently, in 2025 and 2024, our foreign operations of the segment accounted for 39% and 39% of our total gross profits, 49% and 48% of our net income (considering the majority of corporate operating and financing expenses are recorded under our domestic operations), and 29% and 31% of our EBITDA, respectively.
Product Segment
Our Product segment foreign revenues were 95%, 94% and 94% of our total Product segment revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
Energy Storage Segment
Our Energy Storage segment domestic revenues were 100.0% of our total Energy storage segment revenues for years ended December 31, 2025, 2024 and 2023, respectively.
Seasonality
Electricity generation from some of our geothermal power plants is subject to seasonal variations. In the winter, our power plants produce more energy primarily attributable to the lower ambient temperature, which has a favorable impact on the energy component of our Electricity segment revenues as the prices under many of our contracts are fixed throughout the year with no time-of-use impact. The prices paid for electricity under the PPAs for the Mammoth Complex and the North Brawley power plant in California, the Raft River power plant in Idaho, the Neal Hot Springs power plant in Oregon and Dixie Valley power plant in Nevada, are higher in the months of June through September. The higher payments payable under these PPAs in the summer months partially offset the negative impact on our revenues from lower generation in the summer attributable to a higher ambient temperature. As a result, we expect the revenues and gross profit in the winter months to be higher than the revenues and gross profit in the summer months and in general we expect the first and fourth quarters to generate higher revenues than the second and third quarters. In the Storage segment pursuant to the Bottleneck tolling agreement, approximately 45% of the revenues are generated in the third quarter, and the rest is roughly even between the first, second and fourth quarters.
Breakdown of Cost of Revenues
Electricity Segment
The principal cost of revenues attributable to our operating power plants are operation and maintenance expenses comprised of salaries and related employee benefits, equipment expenses, costs of parts and chemicals, costs related to
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third-party services, lease expenses, royalties, startup and auxiliary electricity purchases, property taxes, insurance, depreciation and amortization and, for some of our projects, purchases of make-up water for use in our cooling towers. In our California power plants, our principal cost of revenues also includes transmission charges and scheduling charges. In some of our Nevada power plants we also incur transmission and wheeling charges. Some of these expenses, such as parts, third-party services and major maintenance, are not incurred on a regular basis. This results in fluctuations in our expenses and our results of operations for individual power plants from quarter to quarter. Payments made to government agencies and private entities on account of site leases where power plants are located are included in cost of revenues. Royalty payments, included in cost of revenues, are made as compensation for the right to use certain geothermal resources and are paid as a percentage of the revenues derived from the associated geothermal rights. Royalties constituted approximately 4.5% and 4.6% of Electricity segment revenues for the years ended December 31, 2025 and 2024, respectively.
Product Segment
The principal cost of revenues attributable to our Product segment are materials, salaries and related employee benefits, expenses related to subcontracting activities, and transportation expenses. Sales commissions to sales representatives are included in selling and marketing expenses. Some of the principal expenses attributable to our Product segment, such as a portion of the costs related to labor, utilities and other support services are fixed, while others, such as materials, construction, transportation and sales commissions, are variable and may fluctuate significantly, depending on market conditions. As a result, the cost of revenues attributable to our Product segment, expressed as a percentage of total revenues, fluctuates. Another reason for such fluctuation is that in responding to bids for our products, we price our products and services in relation to existing competition and other prevailing market conditions, which may vary substantially from order to order.
Energy Storage Segment
The principal cost of revenues attributable to our Energy Storage segment are direct costs of the BESS that we own, and depreciation and amortization. Direct costs include the labor associated with operations and maintenance of owned BESS. In addition, the cost of revenue includes insurance and property tax expenses.
Critical Accounting Estimates and Assumptions
Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report. However, certain of our accounting policies are particularly important to an understanding of our financial position and results of operations. In applying critical accounting estimates and assumptions to our policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. Such estimates are based on management’s historical experience, the terms of existing contracts, management’s observance of trends in the geothermal industry, information provided by our customers and information available to management from other outside sources, as appropriate. Such estimates are subject to an inherent degree of uncertainty and, as a result, actual results could differ from our estimates. Our critical accounting estimates include:
Revenues and Cost of Revenues
Revenues generated from the construction of geothermal and recovered energy-based power plant equipment and other equipment on behalf of third parties (Product revenues) are recognized using the percentage of completion method, which requires estimates of future costs over the full term of product delivery. Such cost estimates are made by management based on prior operations and specific project characteristics and designs. If management’s estimates of total estimated costs with respect to our Product segment are inaccurate, then the percentage of completion is inaccurate resulting in an over- or under-estimate of revenue and gross margin. As a result, we review and update our cost estimates on significant contracts on a quarterly basis, and at least on an annual basis for all others, or when circumstances change and warrant a modification to a previous estimate. Changes in job performance, job conditions, and estimated profitability, including those arising from the application of penalty provisions in relevant contracts and final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined. Provisions for estimated losses relating to contracts are made in the period in which such losses are determined. Revenues generated from engineering and operating services and sales of products and parts are recorded once the service is provided or product delivered as the customer obtains control of the asset, as applicable.
Electricity Property, Plant and Equipment
We capitalize all costs associated with the acquisition, development and construction of power plant facilities. Major improvements are capitalized and repairs and maintenance (including major maintenance) costs are expensed. We estimate the useful life of our power plants to range between 15 and 30 years. Such estimates are made by management based on factors such as prior operations, the terms of the underlying PPAs, geothermal resources, the location of the assets and
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specific power plant characteristics and designs. Changes in such estimates could result in useful lives which are either longer or shorter than the depreciable lives of such assets. We periodically re-evaluate the estimated useful life of our power plants and revise the remaining depreciable life on a prospective basis.
We capitalize costs incurred in connection with the exploration and development of geothermal resources beginning when we acquire land rights to the potential geothermal resource. Prior to acquiring land rights, we make an initial assessment that an economically feasible geothermal reservoir is probable on that land using available data and external assessments vetted through our exploration department and occasionally outside service providers. Costs incurred prior to acquiring land rights are expensed. It normally takes two to three years from the time we start active exploration of a particular geothermal resource to the time we have an operating production well, assuming we conclude the resource is commercially viable.
In most cases, we obtain the right to conduct our geothermal development and operations on land owned by the BLM, various states or with private parties. Once we acquire land rights to the potential geothermal resource, we perform additional activities to assess the commercial viability of the resource. Such activities include, among others, conducting surveys and other analysis, obtaining drilling permits, creating access roads to drilling sites, and exploratory drilling which may include temperature gradient holes and/or slim holes. Such costs are capitalized and included in construction-in-process. Once our exploration activities are complete, we finalize our assessment as to the commercial viability of the geothermal resource and either proceed to the construction phase for a power plant or abandon the site. If we decide to abandon a site, all previously capitalized costs associated with the exploration project are written off.
Our assessment of economic viability of an exploration project involves significant management judgment and uncertainties as to whether a commercially viable resource exists at the time we acquire land rights and begin to capitalize such costs. As a result, it is possible that our initial assessment of a geothermal resource may be incorrect and we will have to write off costs associated with the project that were previously capitalized. Due to the uncertainties inherent in geothermal exploration, historical impairments may not be indicative of future impairments. Included in construction-in-process are costs related to projects in exploration and development of $286.9 million and $193.7 million at December 31, 2025 and 2024, respectively.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
We evaluate long-lived assets, such as property, plant and equipment and construction-in-process for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors which could trigger an impairment include, among others, significant underperformance relative to historical or projected future operating results, significant changes in our use of assets or our overall business strategy, negative industry or economic trends, a determination that an exploration project will not support commercial operations, a determination that a suspended project is not likely to be completed, a significant increase in costs necessary to complete a project, legal factors relating to our business or when we conclude that it is more likely than not that an asset will be disposed of or sold.
We test our operating plants that are operated together as a complex for impairment at the complex level because the cash flows of such plants result from significant shared operating activities. For example, the operating power plants in a complex are managed under a combined operation management generally with one central control room that controls all of the power plants in a complex and one maintenance group that services all of the power plants in a complex. As a result, the cash flows from individual plants within a complex are not largely independent of the cash flows of other plants within the complex. We test for impairment of our operating plants which are not operated as a complex, as well as our projects under exploration, development or construction that are not part of an existing complex, at the plant or project level. To the extent an operating plant becomes part of a complex in the future, we will test for impairment at the complex level.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. The significant assumptions that we use in estimating our undiscounted future cash flows include (i) projected generating capacity of the power plant and rates to be received under the respective PPA and (ii) projected operating expenses of the relevant power plant. Estimates of future cash flows used to test recoverability of a long-lived asset under development also include cash flows associated with all future expenditures necessary to develop the asset. If future cash flows are actually less than those used in such estimates, we may incur impairment losses in the future that could be material to our financial condition and/or results of operations.
If our assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We believe that for the year ended December 31, 2025, no impairment exists for any of our long-lived assets; however, estimates as to the recoverability of such assets may change based on revised circumstances.
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Estimates of the fair value of assets require estimating useful lives and selecting a discount rate that reflects the risk inherent in future cash flows.
Obligations Associated with the Retirement of Long-Lived Assets
We record the fair market value of legal liabilities related to the retirement of our assets in the period in which such liabilities are incurred. These liabilities include our obligation to plug wells upon termination of our operating activities, the dismantling of our power plants upon cessation of our operations, and the performance of certain remedial measures related to the land on which such operations were conducted. When a new liability for an asset retirement obligation is recorded, we capitalize the costs of such liability by increasing the carrying amount of the related long-lived asset. Such liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. At retirement, we either settle the obligation for its recorded amount or report either a gain or a loss with respect thereto. Estimates of the costs associated with asset retirement obligations are based on factors such as prior operations, the location of the assets and specific power plant characteristics. We review and update our cost estimates periodically and adjust our asset retirement obligations in the period in which the revisions are determined. If actual results are not consistent with our assumptions used in estimating our asset retirement obligations, we may incur additional losses that could be material to our financial condition or results of operations.
Accounting for Income Taxes
Significant estimates are required to arrive at our consolidated income tax provision. This process requires us to estimate our actual current tax exposure and to make an assessment of temporary differences resulting from different treatments of items for tax and accounting purposes. Such differences result in deferred tax assets and liabilities which are included in our consolidated balance sheets. For those jurisdictions where the projected operating results indicate that realization of our net deferred tax assets is not more likely than not, a valuation allowance is recorded.
We evaluate our ability to utilize the deferred tax assets quarterly and assess the need for a valuation allowance. In assessing the need for a valuation allowance, we estimate future taxable income, including the impacts of the enacted tax law, the feasibility of ongoing tax planning strategies and the realizability of tax credits and tax loss carryforwards. Valuation allowances related to deferred tax assets can be affected by changes in tax laws, statutory tax rates, and future taxable income. In the future, if there is insufficient evidence that we will be able to generate sufficient future taxable income in the U.S., we may be required to record a valuation allowance, resulting in income tax loss in our Consolidated Statement of Operations.
In the ordinary course of business, there can be inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, which is greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information, we recognize between 0 to 100% of the tax benefit. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, we do not recognize any tax benefit in the consolidated financial statements. Resolution of uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition or results of operations.
New Accounting Pronouncements
See Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report for information regarding new accounting pronouncements.
Results of Operations
Our historical operating results in dollars and as a percentage of total revenues are presented below.
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||||
| (Dollars in thousands, except earnings per share data) | |||||||||||
| Revenues: | |||||||||||
| Electricity | $ | 693,900 | $ | 702,264 | $ | 666,767 | |||||
| Product | 216,686 | 139,661 | 133,763 | ||||||||
| Energy Storage | 78,957 | 37,729 | 28,894 | ||||||||
| Total revenues | 989,543 | 879,654 | 829,424 |
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| Cost of revenues: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Electricity | 495,989 | 459,526 | 422,549 | ||||||||
| Product | 170,671 | 113,911 | 115,802 | ||||||||
| Energy storage | 50,198 | 33,598 | 27,055 | ||||||||
| Total cost of revenues | 716,858 | 607,035 | 565,406 | ||||||||
| Gross profit | |||||||||||
| Electricity | 197,911 | 242,738 | 244,218 | ||||||||
| Product | 46,015 | 25,750 | 17,961 | ||||||||
| Energy storage | 28,759 | 4,131 | 1,839 | ||||||||
| Total gross profit | 272,685 | 272,619 | 264,018 | ||||||||
| Operating expenses: | |||||||||||
| Research and development expenses | 6,304 | 6,501 | 7,215 | ||||||||
| Selling and marketing expenses | 18,898 | 17,694 | 18,306 | ||||||||
| General and administrative expenses | 79,592 | 80,119 | 68,179 | ||||||||
| Other operating income | (14,844) | (9,375) | — | ||||||||
| Impairment of long-lived assets | 12,064 | 1,280 | — | ||||||||
| Write-off of unsuccessful exploration and storage activities | 1,446 | 3,930 | 3,733 | ||||||||
| Operating income | 169,225 | 172,470 | 166,585 | ||||||||
| Other income (expense): | |||||||||||
| Interest income | 6,015 | 7,883 | 11,983 | ||||||||
| Interest expense, net | (141,851) | (134,031) | (98,881) | ||||||||
| Derivatives and foreign currency transaction gains (losses) | 5,248 | (4,187) | (3,278) | ||||||||
| Income attributable to sale of tax benefits | 66,726 | 73,054 | 61,157 | ||||||||
| Other non-operating income (expense), net | 385 | 188 | 1,519 | ||||||||
| Income from operations before income tax and equity in earnings (losses) of investees | 105,748 | 115,377 | 139,085 | ||||||||
| Income tax (provision) benefit | 20,282 | 16,289 | (5,983) | ||||||||
| Equity in earnings (losses) of investees | 960 | (425) | 35 | ||||||||
| Net Income | 126,990 | 131,241 | 133,137 | ||||||||
| Net income attributable to noncontrolling interest | (3,092) | (7,508) | (8,738) | ||||||||
| Net income attributable to the Company's stockholders | $ | 123,898 | $ | 123,733 | $ | 124,399 | |||||
| Earnings per share attributable to the Company's stockholders: | |||||||||||
| Basic: | $ | 2.04 | $ | 2.05 | $ | 2.09 | |||||
| Diluted: | $ | 2.02 | $ | 2.04 | $ | 2.08 | |||||
| Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders: | |||||||||||
| Basic | 60,705 | 60,455 | 59,424 | ||||||||
| Diluted | 61,362 | 60,790 | 59,762 |
Results as a percentage of revenues
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||
| Revenues: | |||||||||
| Electricity | 70.1 | % | 79.8 | % | 80.4 | % | |||
| Product | 21.9 | 15.9 | 16.1 | ||||||
| Energy storage | 8.0 | 4.3 | 3.5 | ||||||
| Total revenues | 100.0 | 100.0 | 100.0 |
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| Cost of revenues: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Electricity | 71.5 | 65.4 | 63.4 | ||||||
| Product | 78.8 | 81.6 | 86.6 | ||||||
| Energy storage | 63.6 | 89.1 | 93.6 | ||||||
| Total cost of revenues | 72.4 | 69.0 | 68.2 | ||||||
| Gross profit (loss): | |||||||||
| Electricity | 28.5 | 34.6 | 36.6 | ||||||
| Product | 21.2 | 18.4 | 13.4 | ||||||
| Energy storage | 36.4 | 10.9 | 6.4 | ||||||
| Total gross profit | 27.6 | 31.0 | 31.8 | ||||||
| Operating expenses: | |||||||||
| Research and development expenses | 0.6 | 0.7 | 0.9 | ||||||
| Selling and marketing expenses | 1.9 | 2.0 | 2.2 | ||||||
| General and administrative expenses | 8.0 | 9.1 | 8.2 | ||||||
| Other operating income | (1.5) | (1.1) | 0.0 | ||||||
| Impairment of long-lived assets | 1.2 | 0.1 | 0.0 | ||||||
| Write-off of unsuccessful exploration and storage activities | 0.1 | 0.4 | 0.5 | ||||||
| Operating income | 17.1 | 19.6 | 20.1 | ||||||
| Other income (expense): | |||||||||
| Interest income | 0.6 | 0.9 | 1.4 | ||||||
| Interest expense, net | (14.3) | (15.2) | (11.9) | ||||||
| Derivatives and foreign currency transaction gains (losses) | 0.5 | (0.5) | (0.4) | ||||||
| Income attributable to sale of tax benefits | 6.7 | 8.3 | 7.4 | ||||||
| Other non-operating income (expense), net | — | — | 0.2 | ||||||
| Income from continuing operations before income tax and equity in earnings (losses) of investees | 10.7 | 13.1 | 16.8 | ||||||
| Income tax (provision) benefit | 2.0 | 1.9 | (0.7) | ||||||
| Equity in earnings (losses) of investees | 0.1 | — | — | ||||||
| Net Income | 12.8 | 14.9 | 16.1 | ||||||
| Net income attributable to noncontrolling interest | (0.3) | (0.9) | (1.1) | ||||||
| Net income attributable to the Company's stockholders | 12.5 | % | 14.1 | % | 15.0 | % |
Comparison of the year ended December 31, 2024 and the year ended December 31, 2023
A discussion of changes in our results of operations in 2024 compared to 2023 has been omitted from this Form 10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025, which is incorporated by reference herein. This Form 10-K for the fiscal year ended December 31, 2024 is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Comparison of the Year Ended December 31, 2025 and the Year Ended December 31, 2024
Total Revenues
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | Increase (Decrease) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||
| Electricity segment revenues | $ | 693.9 | $ | 702.3 | $ | (8.4) | (1.2) | % | ||||||
| Product segment revenues | 216.7 | 139.7 | 77.0 | 55.2 |
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| Energy Storage segment revenues | 79.0 | 37.7 | 41.2 | 109.3 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Revenues | $ | 989.5 | $ | 879.7 | $ | 109.8 | 12.5 | % |
For the year ended December 31, 2025, our total revenues increased by 12.5% from $879.7 million in 2024 to $989.5 million in 2025. For the year ended December 31, 2025, our Electricity segment generated 70.1% of our total revenues, compared to 79.8% in the previous year, while our Product segment generated 21.9% of our total revenues, compared to 15.9% in the previous year, and our Energy Storage segment generated 8.0% of our total revenues, compared to 4.3% in the previous year.
Electricity Segment
Revenues attributable to our Electricity segment for the year ended December 31, 2025 were $693.9 million, compared to $702.3 million for the year ended December 31, 2024, representing a 1.2% decrease. This decrease of $8.4 million was mainly attributable to (i) a decrease of $18.6 million related to curtailments in the U.S., mainly from McGinness Hills, Mammoth, Tungsten and Dixie Valley; (ii) a decrease of $13.9 million as a result of a temporary reduction in generation in our Puna power plant, primarily related to wellfield issues and lower energy rates in 2025 compared to 2024; (iii) a decrease of $3.2 million related to the Stillwater power plant, primarily due to planned repowering of the power plant; and (iv) an additional reduction in revenues in lower amounts at a number of other power plants. This decrease in revenues was partially offset by the following increases in revenues: (i) an increase of $6.6 million related to the Blue Mountain power plant which was purchased in June 2025; (ii) an increase of $5.4 million related to the Beowawe repower project which commenced commercial operation in the second quarter of 2024; (iii) an increase of $8.9 million in the Dixie Valley power plant, net of curtailment, due to the unscheduled maintenance work in 2024; and (iv) additional increases in revenues in lower amounts at a number of other power plants, primarily in Kenya and Cove Fort in the amount of $5.7 million.
During the years ended December 31, 2025 and 2024, our consolidated power plants generated 7,493,287 MWh and 7,450,071 MWh, respectively, an increase of 0.6%. The generation in 2025 and 2024 was lower by 277,923 MWh and 121,299 MWh, respectively due to curtailments in our U.S. projects. The average prices during the years ended December 31, 2025 and 2024 were $92.6, and $94.3 per MWh, respectively, mainly due to Puna’s lower generation and energy rate.
Product Segment
Revenues attributable to our Product segment for the year ended December 31, 2025 were $216.7 million, compared to $139.7 million for the year ended December 31, 2024, representing a 55.2% increase. The increase is primarily related to the progress in our projects and timing of when revenues are recognized. During 2025 and 2024, Product revenues included projects primarily in New Zealand and Dominica.
Energy Storage Segment
Revenues attributable to our Energy Storage segment for the year ended December 31, 2025 were $79.0 million compared to $37.7 million for the year ended December 31, 2024, representing a 109.3% increase. This increase of $41.2 million is primarily related to: (i) $15.8 million higher revenues related to merchant rates at PJM storage facilities in 2025, compared to 2024. (ii) the East Flemington facility which commenced commercial operations in the first quarter of 2024, the Bottleneck and Montague energy storage facilities which commenced commercial operations in the fourth quarter of 2024 and the Lower Rio facility that commenced commercial operations in September 2025.
Total Cost of Revenues
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | Increase (Decrease) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||
| Electricity segment cost of revenues | $ | 496.0 | $ | 459.5 | $ | 36.5 | 7.9 | % | ||||||
| Product segment cost of revenues | 170.7 | 113.9 | 56.8 | 49.8 | ||||||||||
| Energy Storage segment cost of revenues | 50.2 | 33.6 | 16.6 | 49.4 | ||||||||||
| Total Cost of Revenues | $ | 716.9 | $ | 607.0 | $ | 109.9 | 18.1 | % |
Electricity Segment
Total cost of revenues attributable to our Electricity segment for the year ended December 31, 2025 was $496.0 million, compared to $459.5 million for the year ended December 31, 2024, representing a 7.9% increase. This increase of
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$36.5 million is primarily attributable to: (i) an increase in power plants depreciation expenses of $20.0 million, as a result of our investments in our power plants; (ii) an increase of $8.3 million in property tax expenses primarily related to the CD4 power plant, the Heber complex, and the Steamboat power plant; (iii) an increase of $2.3 million in the Stillwater power plant as a result of maintenance work during the third quarter of 2025; (iv) an increase of $2.0 million related to the Blue Mountain power plant which was purchased in June 2025; and other smaller amount increases in several other power plants.
As a percentage of total Electricity revenues, the total cost of revenues attributable to our Electricity segment for the year ended December 31, 2025 was 71.5%, compared to 65.4% for the year ended December 31, 2024. This increase was primarily attributable to higher depreciation and property tax expenses in some of our power plants, as well as the impact of curtailments on our revenues, as described above. The cost of revenues attributable to our international power plants was 17.8% of our Electricity segment cost of revenues for the year ended December 31, 2025, compared to 18.3% for the year ended December 31, 2024.
Product Segment
Total cost of revenues attributable to our Product segment for the year ended December 31, 2025 was $170.7 million, compared to $113.9 million for the year ended December 31, 2024, representing a 49.8% increase from the prior year. This increase was primarily attributable to the higher revenues in 2025, compared to 2024, as well as the higher profitability of projects for which revenues were recognized in 2025, compared to projects for which revenues were recognized in 2024. As a percentage of total Product segment revenues, our total cost of revenues attributable to our Product segment for the year ended December 31, 2025 was 78.8%, compared to 81.6% for the year ended December 31, 2024.
Energy Storage Segment
Cost of revenues attributable to our Energy Storage segment for the year ended December 31, 2025 were $50.2 million as compared to $33.6 million in the year ended December 31, 2024. This increase of $16.6 million was mainly due to costs related to the new energy storage facilities that came online during 2024 and 2025 such as Bottleneck, Montague, East Flemington and Lower Rio as described above.
Research and Development Expenses
Research and development expenses for the year ended December 31, 2025 were $6.3 million, compared to $6.5 million for the year ended December 31, 2024, representing a 3.0% decrease.
Selling and Marketing Expenses
Selling and marketing expenses for the year ended December 31, 2025 were $18.9 million, compared to $17.7 million for the year ended December 31, 2024, representing a 6.8% increase. Selling and marketing expenses constituted 1.9% and 2.0% of total revenues for the years ended December 31, 2025 and 2024, respectively.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2025 were $79.6 million, compared to $80.1 million for the year ended December 31, 2024, representing a 0.7% decrease or $0.5 million. The decrease was primarily attributable to legal fees related to a settlement agreement with a third-party battery systems supplier of $4.0 million, which was recorded in 2024, partially offset by other legal and consulting fees in 2025 compared to 2024, as well timing of when we incur services from our vendors.
General and administrative expenses for the year ended December 31, 2025 constituted 8.0% of total revenues for such period, compared to 9.1%, for the year ended December 31, 2024.
Other Operating Income
Other operating income for the year ended December 31, 2025 was $14.8 million compared to $9.4 million for the year ended December 31, 2024. Other operating income primarily represents the non-refundable portion of the recovery of damages received from a third-party battery systems supplier as part of a settlement agreement entered into in August 2024 for which all contingency conditions have been met, as further described under Note 1 to the consolidated financial statements. The increase in “Other operating income” year-over-year of $5.5 million, primarily relates to a full year period in 2025 during which all contingency conditions have been met, as compared to a shorter period of such in 2024.
Impairment of long-lived assets
Impairment of long-lived assets for the year ended December 31, 2025 was $12.1 million compared to $1.3 million for the year ended December 31, 2024. The impairment of long-lived assets in 2025 is primarily related to: (i) $7.2 million
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associated with the Brawley power plant write-off as a result of continuous losses primarily attributable to wellfield issues which have resulted in higher-than-expected operating costs and lower-than-expected electricity revenues; and (ii) $4.9 million associated with the expected termination of a waste heat agreement between the Company's wholly-owned subsidiary, OREG2, and its customer. The impairment of long-lived assets in 2024 is related to the termination of the waste heat agreement between the Company's wholly-owned subsidiary, OREG4, and its customer.
Write-off of Unsuccessful Exploration and Storage Activities
Write-offs of unsuccessful exploration and storage activities for year ended December 31, 2025 were $1.4 million compared to $3.9 million for the year ended December 31, 2024. These write-offs are primarily related to geothermal exploration projects that the Company decided to no longer pursue, as well as costs related to a number of battery energy storage projects that the Company decided to no longer develop and pursue.
Interest Income
Interest Income for the year ended December 31, 2025 was $6.0 million, compared to $7.9 million for the year ended December 31, 2024. Interest income is primarily related to interest earned on cash and cash equivalents held by the Company during the period. The decrease in interest income is primarily related to lower balances of cash and cash equivalents during 2025 compared to 2024, as well as lower average interest rate, year-over-year.
Interest Expense, Net
Interest expense, net, for the year ended December 31, 2025 was $141.9 million, compared to $134.0 million for the year ended December 31, 2024, representing a 5.8% increase. This increase of $7.8 million is primarily attributable to the new long-term loans entered into during 2025 and 2024 of $548.5 million and $514.6 million, respectively (net of deferred financing costs), and the issuance of the additional 2.50% senior convertible notes in July 2024. This increase was partially offset by an increase in the amount of interest capitalized due to an increase in the construction-in-process balance and lower interest expenses on other long-term loans as a result of regular principal payments.
Derivatives and Foreign Currency Transaction Gains (Losses)
Derivatives and foreign currency transaction gains (losses) for the year ended December 31, 2025 was a gain of $5.2 million, compared to a loss of $4.2 million for the year ended December 31, 2024. Derivatives and foreign currency transaction gains (losses) primarily includes gains and losses from foreign currency forward contracts which were not accounted for as hedge transactions, and the impact of changes in foreign currency exchange rates against the U.S. Dollar.
Income Attributable to Sale of Tax Benefits
Income attributable to the sale of tax benefits for the year ended December 31, 2025 was $66.7 million, compared to $73.1 million for the year ended December 31, 2024. This income primarily represents the value of PTCs and taxable income or loss generated by certain of our power plants allocated to investors under tax equity transactions, and to income related to the expected sale of transferable production tax credits under the existing IRA regulations. This decrease of $6.3 million is primarily related to lower generation in certain power plants and the buyout of Opal Geo in July 2024, partially offset by an increase in PTC rates.
Other Non-Operating Income (Expense), Net
Other non-operating income, net for the year ended December 31, 2025 was an income of $0.4 million, compared to an income of $0.2 million for the year ended December 31, 2024. Other non-operating income, net is primarily related to certain immaterial non-operating proceeds from various third-parties.
Income Taxes
Income tax (provision) benefit for the year ended December 31, 2025, was a benefit of $20.3 million, an increase of $4.0 million compared to an income tax benefit of $16.3 million for the year ended December 31, 2024. Our effective tax rate for the year ended December 31, 2025 and 2024, was (19.2)% and (14.1)%, respectively. The effective rate differs from the federal statutory rate of 21% for the year ended December 31, 2025 due to the generation of investment tax credits, a net benefit associated with the U.S. state effective tax rate, an expense recorded associated with unrecognized tax benefits, and the jurisdictional mix of earnings at differing tax rates from the federal statutory tax rate.
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Equity in Earnings (losses) of Investees, net
Equity in earnings (losses) of investees, net in the year ended December 31, 2025, was a net gain of $1.0 million, compared to a net loss of $0.4 million in the year ended December 31, 2024. Equity in earnings (losses) of investees, net is mainly derived from our 12.75% share in the earnings or losses in the Sarulla project, and our 49% share in the earnings or losses in the Ijen geothermal project. The increase in this line item is primarily related to an increase in net income generated by the Ijen project in 2025, compared to 2024. In the second quarter of 2022, Sarulla agreed with its banks on a framework that will enable it to perform remediation works that are aimed to restore the power plants' performance. The first phase of the recovery plan included the drilling of an additional production well, which was successful, and certain modifications to surface equipment are still underway. Following the positive indications from the first phase, during the second quarter of 2024, Sarulla commenced discussions with the banks towards implementation of the additional phases and expects to commence drilling of additional two wells, in 2026, aiming for the same target zone of the successful well drilled earlier.
Net Income attributable to the Company’s Stockholders
Net income attributable to the Company’s stockholders for the year ended December 31, 2025 was $123.9 million, compared to $123.7 million for the year ended December 31, 2024, which represents an increase of $0.2 million. This increase was attributable to the decrease in net income which was affected by the factors described above, as well as a decrease of $4.4 million in net income attributable to noncontrolling interest which is primarily related to the noncontrolling share in the net results of the Puna and Guadeloupe power plants.
Liquidity and Capital Resources
Overview of Sources and Uses of Cash
Our principal sources of liquidity have been derived from cash flows from operations, proceeds from third-party debt such as borrowings under our credit facilities and issuances of debt securities, equity offerings, project financing and tax monetization transactions, short term borrowing under our lines of credit, proceeds from the sale of equity interests in one or more of our projects and sale of transferable PTCs. We have utilized this cash to develop and construct power plants, storage facilities, fund our acquisitions, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.
Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans. However, the cost of obtaining financing for our project needs may increase significantly or such financing may be difficult to obtain.
As of December 31, 2025, we had access to: (i) $147.4 million in cash and cash equivalents, of which $75.4 million was held by our foreign subsidiaries; and (ii) $388.9 million of unused corporate borrowing capacity under existing committed lines for credit and letters of credit with different commercial banks.
As of December 31, 2025, $286.0 million in the aggregate was outstanding under different credit agreements with several banks as detailed below under “Letters of Credits under the Credit Agreements”.
Our estimated capital needs for 2026 include approximately $675.0 million for capital expenditures on new projects under development or construction including storage projects, exploration activity, investment in EGS pilot and maintenance capital expenditures for our existing projects. In addition, we expect $303.7 million for long-term debt repayments.
Our capital expenditures primarily relate to the enhancement of our existing power plants and the construction of new power plants. We have budgeted approximately $808.0 million in capital expenditures for construction of new projects and enhancements to our existing power plants, of which we had invested $208.0 million as of December 31, 2025. We expect to invest approximately $240.0 million in 2026 and the remaining approximately $360.0 million on thereafter.
In addition, we estimate approximately $435.0 million in additional capital expenditures in 2026 to be allocated as follows: (i) approximately $170.0 million for the exploration, drilling and development of new projects and enhancements of existing power plants that are not yet released for full construction; (ii) approximately $10 million for EGS pilot (iii) approximately $55.0 million for maintenance of capital expenditures to our Electricity segment operating power plants; (iv) approximately $180.0 million for the construction and development of storage projects; (v) approximately $10 million for land acquisition and other business development initiatives and (vi) approximately $10.0 million for enhancements to our production facilities.
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We expect to finance these requirements with: (i) the sources of liquidity described above; (ii) positive cash flows from our operations; and (iii) future project financings and re-financings (including construction loans and tax equity). Management believes that, based on the current stage of implementation of our strategic plan, the sources of liquidity and capital resources described above will address our anticipated liquidity, capital expenditures, and other investment requirements.
Letters of Credits under the Credit Agreements
Some of our customers require our project subsidiaries to post letters of credit in order to guarantee their respective performance under relevant contracts. We are also required to post letters of credit to secure our obligations under various leases and licenses and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. In addition, our subsidiary, Ormat Systems, is required from time to time to post performance letters of credit in favor of our customers with respect to orders of products.
The table below describes our committed and non-committed lines:
| Credit Agreements | Amount Issued | Issued and Outstanding as of | Termination Date | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | ||||||||||
| (Dollars in millions) | 388.9 | |||||||||
| Committed lines for credit and letters of credit | $ | 533.0 | $ | 144.1 | March 2026 - June 2028 | |||||
| Committed lines for letters of credit | 155.0 | 109.6 | March 2026 - August 2027 | |||||||
| Non-committed lines | - | 32.3 | June 2026 - October 2026 | |||||||
| Total | $ | 688.0 | $ | 286.0 |
Credit Agreements
Credit Agreement with MUFG Union Bank
Ormat Nevada has a credit agreement with MUFG Union Bank under which it has an aggregate available credit of up to $100.0 million as of December 31, 2025. The credit termination date is June 30, 2026.
The facility is limited to the issuance, extension, modification or amendment of letters of credit. Union Bank is currently the sole lender and issuing bank under the credit agreement, but is also designated as an administrative agent on behalf of banks that may, from time to time in the future, join the credit agreement as lenders. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured. As of December 31, 2025, letters of credit in the aggregate amount of $80.0 million were issued and outstanding under this credit agreement.
Credit Agreement with HSBC Bank USA N.A.
Ormat Nevada has a credit agreement with HSBC Bank USA, N.A for one year with annual renewals. The current expiration date of the facility under this credit agreement is October 31, 2026. On December 31, 2025, the aggregate amount available under the credit agreement was $35.0 million. This credit line is limited to the issuance, extension, modification or amendment of letters of credit. In addition, Ormat Nevada has an uncommitted discretionary demand line of credit in the aggregate amount of $65.0 million available for letters of credit including up to $40 million of credit. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured. As of December 31, 2025, letters of credit in the aggregate amount of $33.7 million were issued and outstanding under the committed portion of this credit agreement and $21.6 million under the uncommitted portion of the agreement.
Restrictive Covenants
Our obligations under the credit agreements, the loan agreements, and the trust instrument, are unsecured, but we are subject to a negative pledge in favor of the banks and the other lenders and certain other restrictive covenants. These include, among other things, a prohibition on: (i) creating any floating charge or any permanent pledge, charge or lien over our assets without obtaining the prior written approval of the lender; (ii) guaranteeing the liabilities of any third-party without obtaining the prior written approval of the lender; and (iii) selling, assigning, transferring, conveying or disposing of all or substantially all of our assets, or a change of control in our ownership structure. Some of the credit agreements, the
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term loan agreements, and the trust instrument contain cross-default provisions with respect to other material indebtedness owed by us to any third-party. In some cases, including the credit agreements with MUFG Union Bank and with HSBC Bank USA N.A., we have agreed to maintain certain financial ratios, which are measured quarterly, such as: (i) equity of at least $750 million and in no event less than 25% of total assets; and (ii) 12-month debt, net of cash, cash equivalents, and short-term bank deposits to Adjusted EBITDA ratio not to exceed 6. As of December 31, 2025: (i) total equity was $2,680.9 million and the actual equity to total assets ratio was 42.9%; and (ii) the 12-month debt, net of cash and cash equivalents to Adjusted EBITDA ratio was 4.36. During the year ended December 31, 2025, we distributed interim dividends in an aggregate amount of $29.1 million. The failure to perform or observe any of the covenants set forth in such agreements, subject to various cure periods, would result in the occurrence of an event of default and would enable the lenders to accelerate all amounts due under each such agreement.
As described above, we are currently in compliance with our covenants with respect to the credit agreements, the loan agreements, except as described below, and the trust instrument, and believe that the restrictive covenants, financial ratios and other terms of any of our full-recourse bank credit agreements will not materially impact our business plan or operations.
As of December 31, 2025, we did not meet the dividend distribution criteria related to the DAC 1 Senior Secured Notes, which resulted in certain equity distribution restrictions from this related subsidiary. As of December 31, 2025, the amount restricted for distribution by this subsidiary was $1.0 million. There were no restrictions on the retained earnings or net income of Ormat Technologies, Inc., as the parent company, in respect of these matters, as of December 31, 2025.
Future minimum payments
Material future minimum payments under long-term obligations as of December 31, 2025, are detailed under the caption Contractual Obligations and Commercial Commitments, below and under Note 11 to the consolidated financial statements.
Third-Party Debt
Our third-party debt consists of (i) non-recourse and limited-recourse project finance debt or acquisition financing that we or our subsidiaries have obtained for the purpose of developing and constructing, refinancing or acquiring our various projects; (ii) full-recourse debt incurred by us or our subsidiaries for general corporate purposes; (iii) convertible senior notes; (iv) commercial paper; (iv) financing liability; and (v) short term revolving credit lines with banks. Further details related to our third-party debt are provided under Note 11 to the consolidated financial statements.
Non-recourse debt refers to debt involving debt repayments that are made solely from the power plant’s revenues (rather than our revenues or revenues of any other power plant) and generally are secured by the power plant’s physical assets, major contracts and agreements, cash accounts and, in many cases, our ownership interest in our affiliate that owns that power plant. These forms of financing are referred to as “project financing”.
In the event of a foreclosure after a default, our affiliate that owns the power plant would only retain an interest in the power plant assets, if any, remaining after all debts and obligations have been paid in full. In addition, incurrence of debt by a power plant may reduce the liquidity of our equity interest in that power plant because the equity interest is typically subject both to a pledge in favor of the power plant’s lenders securing the power plant’s debt and to transfer and change of control restrictions set forth in the relevant financing agreements.
Limited recourse debt refers to project financing as described above with the addition of our agreement to undertake limited financial support for our affiliate that owns the power plant in the form of certain limited obligations and contingent liabilities. These obligations and contingent liabilities may take the form of guarantees of certain specified obligations, indemnities, capital infusions and agreements to pay certain debt service deficiencies. Creditors of a project financing of a particular power plant may have direct recourse to us to the extent of these limited recourse obligations.
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Non-Recourse and Limited-Recourse Third-Party Debt:
| Balance as of | Annual | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan | Amount Issued | December 31, 2025 | Interest rate | Maturity Date | Related Project | Location | ||||||||||
| (Dollars in millions) | ||||||||||||||||
| Mammoth Senior Secured Notes 2025 | $ | 23.4 | $ | 23.4 | 6.95 | % | July, 2034 | Mammoth Complex | United States | |||||||
| Geothermie Bouillante tranche 1 | 39.2 | 35.7 | (3) | December, 2030 | Geothermie Bouillante | Guadeloupe | ||||||||||
| Geothermie Bouillante tranche 2 | 55.7 | 56.3 | (4) | June, 2046 | Geothermie Bouillante | Guadeloupe | ||||||||||
| Dominica Loan | 37.6 | 37.6 | 2.40 | September, 2042 | Dominica | Dominica | ||||||||||
| Bottleneck Loan | 72.6 | 68.9 | 6.31 | November, 2039 | Bottleneck | United States | ||||||||||
| Mammoth Senior Secured Notes | 135.1 | 120.4 | 6.73 | July, 2047 | Mammoth Complex | United States | ||||||||||
| OFC 2 Senior Secured Notes – Series A | 151.7 | 48.6 | 4.69 | December, 2032 | McGinness Hills phase 1, Tuscarora | United States | ||||||||||
| OFC 2 Senior Secured Notes – Series C | 140.0 | 62.6 | 4.61 | December, 2032 | McGinness Hills phase 2 | United States | ||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 1 | 85.0 | 23.6 | 6.34 | December, 2030 | Olkaria III Complex | Kenya | ||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 2 | 180.0 | 47.6 | 6.29 | June, 2030 | Olkaria III Complex | Kenya | ||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 3 | 45.0 | 13.4 | 6.12 | December, 2030 | Olkaria III Complex | Kenya | ||||||||||
| Don A. Campbell Senior Secured Notes | 92.5 | 46.9 | 4.03 | September, 2033 | Don A. Campbell Complex | United States | ||||||||||
| Idaho Refinancing Note (1) | 61.6 | 52.4 | 6.26 | March, 2038 | Neal Hot Springs, Raft River | United States | ||||||||||
| U.S. Department of Energy loan (2) | 96.8 | 24.8 | 2.60 | February, 2035 | Neal Hot Springs | United States | ||||||||||
| Prudential Capital Group Nevada Loan | 30.7 | 21.7 | 6.75 | December, 2037 | San Emidio | United States | ||||||||||
| Platanares Loan with DFC | 114.7 | 55.3 | 7.02 | September, 2032 | Platanares | Honduras | ||||||||||
| Total | $ | 1,361.6 | $ | 739.2 |
(1) Secured by equity interest.
(2) Secured by the assets.
(3) 3-month EUROBOR+1.8%
(4) 3-month EUROBOR+2.0%
Full-Recourse Third-Party Debt:
| Amount | Balance as of | Annual | Maturity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan | Issued | December 31, 2025 | Interest rate | Date | ||||||||
| (Dollars in millions) | ||||||||||||
| Discount 2025 III Loan | $ | 100.0 | $ | 100.0 | 3-month SOFR+2.42% | November 2034 | ||||||
| Discount 2025 II Loan | 50.0 | 46.9 | 3-month SOFR+2.4% | May 2033 |
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| Hapoalim 2025 Loan | 150.0 | 137.6 | 3-month SOFR+2.45% | March 2033 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Discount 2025 Loan | 50.0 | 45.3 | 3-month SOFR+2.4% | February 2033 | ||||||
| Mizrahi 2025 Loan | 50.0 | 46.9 | 6-month SOFR+2.35% | April 2033 | ||||||
| Hapoalim 2024 Loan | 75.0 | 58.6 | 6.60% | January 2032 | ||||||
| HSBC Bank 2024 Loan | 125.0 | 87.5 | 3-month SOFR+2.25% | January 2028 | ||||||
| Mizrahi Loan | 75.0 | 42.2 | 4.10 | April 2030 | ||||||
| Mizrahi Loan 2023 | 50.0 | 37.5 | 7.15 | October 2031 | ||||||
| Hapoalim Loan | 125.0 | 44.6 | 3.45 | June 2028 | ||||||
| Hapoalim 2023 Loan | 100.0 | 75.0 | 6.45 | February 2033 | ||||||
| HSBC Loan | 50.0 | 21.4 | 3.45 | July 2028 | ||||||
| Discount Loan | 100.0 | 50.0 | 2.90 | September 2029 | ||||||
| Discount 2024 Loan | 31.8 | 25.8 | 6.75 | May 2032 | ||||||
| Discount 2024 II Loan (1) | 50.0 | 42.2 | 3-month SOFR+2.35% | September 2028 | ||||||
| Senior Unsecured Bonds Series 4 (2) | 289.8 | 188.1 | 3.35 | June 2031 | ||||||
| Senior Unsecured Loan 1 | 100.0 | 62.3 | 4.80 | March 2029 | ||||||
| Senior Unsecured Loan 2 | 50.0 | 31.1 | 4.60 | March 2029 | ||||||
| Senior Unsecured Loan 3 | 50.0 | 31.1 | 5.44 | March 2029 | ||||||
| DEG Loan 2 | 50.0 | 12.5 | 6.28 | June 2028 | ||||||
| DEG Loan 3 | 41.5 | 10.9 | 6.04 | June 2028 | ||||||
| DEG Loan 4 | 30.0 | 30.0 | 7.79 | June 2031 | ||||||
| Total | $ | 1,793.1 | $ | 1,227.5 |
(1) The Discount 2024 II Loan bears an annual interest of 3-month Term SOFR plus 2.35%, but not less than Term SOFR of 2.5%.
(2) Bonds issued in total aggregate principal amount of NIS 1.0 billion.
Other Third-Party Debt
| Balance as of | Annual | Maturity | ||||||
|---|---|---|---|---|---|---|---|---|
| Loan | December 31, 2025 | Interest Rate | Date | |||||
| (Dollar in millions) | ||||||||
| Financing Liability - Dixie Valley (1) | $ | 216.4 | 6.01% | June 2038 | ||||
| Convertible Senior Notes (2) | 476.4 | 2.50 | July 2027 | |||||
| Commercial Paper (3) | 100.0 | * (3) | * (3) | |||||
| (1) Final maturity date of the financing liability is assuming execution of the buy-out option in June 2038. | ||||||||
| (2) The Notes mature in July 2027, unless earlier converted, redeemed or repurchased. | ||||||||
| (3) The Commercial Paper was issued on October 23, 2023 for a period of 90 days and extends automatically for additional 90-day periods for up to five years, unless the Company notifies the participants otherwise or a notice of termination is provided by the participants in accordance with the provisions of the Commercial Paper Agreement. The Commercial Paper bears an annual interest of three months SOFR +1.1% which will be paid at the end of each 90-day period. As of December 31, 2025, the base rate was 5.0%. |
For additional description of our long-term debt, see Note 11 to our consolidated financial statements, set forth in Item 8 of this Annual Report.
Liquidity Impact of Uncertain Tax Positions
As discussed in Note 16 - Income Taxes, to our consolidated financial statements set forth in Item 8 of this Annual Report, we have a liability associated with unrecognized tax benefits and related interest and penalties in the amount of approximately $10.4 million as of December 31, 2025. This liability is included in long-term liabilities in our consolidated balance sheet, because we generally do not anticipate that settlement of the liability will require payment of cash within the
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next 12 months. We are not able to reasonably estimate when we will make any cash payments required to settle this liability.
Dividends
We have adopted a dividend policy pursuant to which we currently expect to distribute at least 20% of our annual profits available for distribution by way of quarterly dividends. In determining whether there are profits available for distribution, our Board will take into account our business plan and current and expected obligations, and no distribution will be made that in the judgment of our Board would prevent us from meeting such business plan or obligations.
The following are the dividends declared by us during the past two years, as of December 31, 2025 :
| Date Declared | Dividend Amount per Share | Record Date | Payment Date | ||||
|---|---|---|---|---|---|---|---|
| February 21, 2024 | $ | 0.12 | March 6, 2024 | March 20, 2024 | |||
| May 8, 2024 | $ | 0.12 | May 22, 2024 | June 5, 2024 | |||
| August 6, 2024 | $ | 0.12 | August 20, 2024 | September 3, 2024 | |||
| November 6, 2024 | $ | 0.12 | November 20, 2024 | December 4, 2024 | |||
| February 26, 2025 | $ | 0.12 | March 12, 2025 | March 26, 2025 | |||
| May 7, 2025 | $ | 0.12 | May 21, 2025 | June 4, 2025 | |||
| August 6, 2025 | $ | 0.12 | August 20, 2025 | September 3, 2025 | |||
| November 3, 2025 | $ | 0.12 | November 17, 2025 | December 1, 2025 | |||
| February 24, 2026 | $ | 0.12 | March 10, 2026 | March 24, 2026 |
Historical Cash Flows
The following table sets forth the components of our cash flows for the relevant periods indicated:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||
| (Dollars in thousands) | ||||||||||
| Net cash provided by operating activities | $ | 335,101 | $ | 410,919 | $ | 309,401 | ||||
| Net cash used in investing activities | (726,435) | (780,254) | (628,343) | |||||||
| Net cash provided by financing activities | 465,746 | 287,916 | 379,964 | |||||||
| Translation adjustments on cash and cash equivalents | 682 | (579) | 72 | |||||||
| Net change in cash and cash equivalents and restricted cash and cash equivalents | $ | 75,094 | $ | (81,998) | $ | 61,094 |
For the Year Ended December 31, 2025
Net cash provided by operating activities for the year ended December 31, 2025 was $335.1 million, compared to $410.9 million for the year ended December 31, 2024, representing a net decrease of $75.8 million. Net cash provided by operating activities for the year ended December 31, 2025, was primarily attributable to net income of $127.0 million adjusted for certain non-cash items such as depreciation and amortization, stock-based compensation, income attributable to sale of tax benefits, impairment charges, and deferred income tax provision, among others, as well as primarily by: (i) net increase of $60.5 million in costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts, as a result of timing of billing to our customers; (ii) a net increase of $7.2 million in inventory primarily related to the progress of our Product projects and timing of allocating costs to such projects; and (iii) a net decrease in accounts payable and accrued expenses of $1.8 million as a result of timing of payments to our suppliers. This decrease was partially offset by (i) cash inflow related to the net decrease in trade receivables of $4.5 million, due to the timing of collection from our customers; and (ii) a net decrease in deposits and other of $5.8 million, primarily related to certain refunds. Net cash provided by operating activities for the year ended December 31, 2024 was $410.9 million, compared to $309.4 million for the year ended December 31, 2023, representing a net increase of $101.5 million. Net cash provided by operating activities for the year ended December 31, 2024, was primarily attributable to net income of $131.2 million adjusted for certain non-cash items such as depreciation and amortization,
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stock-based compensation, and income attributable to sale of tax benefits, among others, as well as primarily by: (i) cash inflow related to the net decrease in trade receivables of $27.2 million, due to the timing of collection from our customers; (ii) a net increase in accounts payable and accrued expenses of $11.4 million as a result of timing of payments to our suppliers, and a payment related to recovery of damages received from a third-party battery systems supplier as part of a settlement agreement; (iii) a net increase in prepaid expenses and other of $8.5 million, primarily as a result of timing of prepayments to our suppliers and governmental authorities; and (iv) a net decrease of $6.9 million in inventory, primarily related to the progress of our Product projects and timing of allocating costs to such projects. This increase was partially offset a net increase of $32.3 million in costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts, as a result of timing of billing to our customers, and a net increase in deposit and others of $4.5 million related to timing of payment deposits required for ongoing operations.
Net cash used in investing activities for the year ended December 31, 2025 was $726.4 million, compared to $780.3 million for the year ended December 31, 2024. The principal factors that affected the decrease of $53.8 million in our net cash used in investing activities during the year ended December 31, 2025 were cash consideration of $88.7 million paid for the acquisition of the Blue Mountain power plant in 2025, compared to cash consideration of $274.6 million paid for the purchase transaction with Enel EGPNA in 2024, partially offset by capital expenditures of $619.8 million in 2025 compared to $487.7 million in 2024, primarily for our geothermal power plants and storage facilities under construction that support our growth plan.
Net cash provided by financing activities for the year ended December 31, 2025 was $465.7 million, compared to $287.9 million for the year ended December 31, 2024. The principal factors that affected the increase in net cash provided by financing activities during the year ended December 31, 2025 were: (i) net proceeds of $548.5 million from long-term loans entered into during 2025; (ii) net proceeds related to tax monetization transactions of $152.0 million; (iii) net proceeds from revolving credit lines with banks of $80.0 million; and cash received from noncontrolling interest of $10.3 million. These cash inflows were partially offset by: (i) scheduled repayments of long-term debt in the amount of $265.5 million; (ii) cash dividend payments of $29.1 million; and (iii) cash paid in respect of debt and tax monetization transactions issuance costs of $20.8 million. The principal factors that affected net cash provided by financing activities during the year ended December 31, 2024 were: (i) net proceeds of $514.6 million from long-term loans entered into during the period such as the Hapoalim 2024 Loan, the HSBC 2024 Loan, the Mammoth Senior Secured Notes, the DEG 4 Loan, the Discount 2024 Loan, the Discount 2024 II Loan, and the Bottleneck Loan; (ii) net proceeds of $44.0 million related to proceeds from issuance of the Additional Notes; and (iii) cash received from noncontrolling interest in the amount of $12.3 million. These cash inflows were partially offset by: (i) scheduled repayments of long-term debt in the amount of $209.3 million; (ii) cash dividend payments of $29.1 million; (iii) cash paid pursuant to a transaction with noncontrolling interest of $9.8 million; and (iv) net repayments of revolving credit lines with banks of $20.0 million.
For the Year Ended December 31, 2024
A discussion of changes in our cash flows in 2024 compared to 2023 has been omitted from this Form10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025, which is incorporated by reference herein. This Form 10-K is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Total EBITDA and Adjusted EBITDA
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 not designated as hedging instruments; (ii) stock-based compensation; (iii) merger and acquisition transaction costs; (iv) gain or loss from extinguishment of liabilities; (v) costs related to settlement agreements; (vi) non-cash impairment charges; (vii) write-off of unsuccessful exploration and storage activities; (viii) allowance for bad debts; and (ix) 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 U.S., 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.
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This information should not be considered in isolation from, or as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP or other non-GAAP financial measures.
Net income for the year ended December 31, 2025 was $127.0 million, compared to $131.2 million for the year ended December 31, 2024 and $133.1 million for the year ended December 31, 2023.
Adjusted EBITDA for the year ended December 31, 2025 was $582.0 million, compared to $550.5 million for the year ended December 31, 2024 and $481.7 million for the year ended December 31, 2023.
The following table reconciles net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||
| (Dollars in thousands) | ||||||||||
| Net income | $ | 126,990 | $ | 131,241 | $ | 133,137 | ||||
| Adjusted for: | ||||||||||
| Interest expense, net (including amortization of deferred financing costs) | 135,836 | 126,148 | 86,898 | |||||||
| Income tax provision (benefit) | (20,282) | (16,289) | 5,983 | |||||||
| Adjustment to investment in unconsolidated companies: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla and Ijen | 15,086 | 17,637 | 16,069 | |||||||
| Depreciation, amortization and accretion | 287,505 | 259,151 | 221,415 | |||||||
| EBITDA | $ | 545,135 | $ | 517,888 | $ | 463,502 | ||||
| Mark-to-market of derivative instruments | 550 | 856 | (2,206) | |||||||
| Stock-based compensation | 19,390 | 20,197 | 15,478 | |||||||
| Allowance for bad debts | 228 | 355 | — | |||||||
| Impairment of long-lived assets | 12,064 | 1,280 | — | |||||||
| Write-off of unsuccessful exploration and storage activities | 1,446 | 3,930 | 3,733 | |||||||
| Merger and acquisition transaction costs | 2,272 | 1,949 | 1,234 | |||||||
| Settlement agreements | 900 | 4,000 | — | |||||||
| Adjusted EBITDA | $ | 581,985 | $ | 550,455 | $ | 481,741 |
Adjusted EBITDA for the fiscal year 2025 increased by 5.7% compared to fiscal year 2024, primarily due to an increase in EBITDA of $27.2 million, or 5.3%, as illustrated above. EBITDA and Adjusted EBITDA include our proportionate share (12.75% and 49%) of Sarulla's and Ijen EBITDA and Adjusted EBITDA, respectively. As of December 31, 2025, the outstanding carrying value of long-term debt owed by Sarulla and Ijen, our unconsolidated investments, was $645.3 million, and $105.0 million, respectively, in which our proportionate share was $82.3 million, and $51.5 million, respectively.
Exposure to Market Risks
We, like other power plant operators, are exposed to electricity price volatility risk. Our exposure to such market risk is currently limited because the majority of our long-term PPAs have fixed or escalating rate provisions that limit our exposure to changes in electricity prices, except for 25 MW PPA for the Puna complex. Our energy storage projects sell primarily on a "merchant" basis and are exposed to changes in the electricity market prices. The prices paid for electricity pursuant to the 25MW PPA for the Puna Complex in Hawaii change primarily as a result of variations in the price of oil as well as other commodities. Accordingly, our revenues from this power plant may fluctuate. In 2024, the HPUC approved a new PPA related to Puna with fixed prices, increased capacity and an extension of the term until 2052, which we expect to be in effect in early 2027.
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As of December 31, 2025, 84.3% of our consolidated long-term debt was at fixed interest rates and therefore was not subject to interest rate volatility risk. Our variable interest rate long-term debt, as of the aforementioned date, is predominantly associated with either the 3-month SOFR or EUROBOR rate, as further detailed under Note 11 to the consolidated financial statements. Additionally, our short-term commercial paper, which was issued on October 23, 2023, bears an annual interest of 3-months SOFR+1.1%, and therefore present an exposure to interest rate volatility. The outstanding amount of the short-term commercial paper as of December 31, 2025 was $100.0 million.
Our cash equivalents are subject to interest rate risk. We currently maintain our surplus cash in short-term, interest-bearing bank deposits, money market funds, corporate bonds and debt securities available for sale (with a minimum investment grade rating of A+ by Standard & Poor’s Ratings Services).
We are also exposed to foreign currency exchange risk, in particular the fluctuation of the U.S. dollar versus the New Israeli Shekels ("NIS") in Israel, the Euro in Guadeloupe, and the New-Zealand Dollar in respect with our operation there. Risks attributable to fluctuations in currency exchange rates can arise when we, or any of our foreign subsidiaries, borrow funds or incur operating or other expenses in one type of currency but receive revenues in another. In such cases, an adverse change in exchange rates can reduce such subsidiary’s ability to meet its debt service obligations, reduce the amount of cash and income we receive from such foreign subsidiary, or increase such subsidiary’s overall expenses. In Kenya, the tax related asset and liability are recorded in Kenyan Shillings ("KES"), therefore, any change in the exchange rate in the KES versus the U.S. dollar has an impact on our financial results. Risks attributable to fluctuations in the foreign currency exchange rates can also arise when the currency denomination of a particular contract is not the U.S. dollar. Substantially all of our PPAs in the international markets are either U.S. dollar-denominated or linked to the U.S. dollar except for our operations on Guadeloupe, where we own and operate the Bouillante power plant which sells its power under a Euro-denominated PPA with Électricité de France S.A. Our construction contracts from time to time contemplate costs which are incurred in local currencies. The way we often mitigate such risk is to receive part of the proceeds from the contract in the currency in which the expenses are incurred. Currently, we have forward and cross-currency swap contracts in place to reduce our NIS/U.S. dollar currency exposure related to our Senior Unsecured Bonds - Series 4, as detailed below, and expect to continue to use currency exchange and other derivative instruments to the extent we deem such instruments to be the appropriate tool for managing such exposure.
On July 1, 2020, we concluded an auction tender and accepted subscriptions for senior unsecured bonds comprised of NIS 1.0 billion aggregate principal amount (the “Senior Unsecured Bonds - Series 4”). The Senior Unsecured Bonds - Series 4 were issued in New Israeli Shekels and converted to approximately $290 million using a cross-currency swap transaction shortly after the completion of such issuance. In June 2022, we issued $431.3 million aggregate principal amount of our 2.5% convertible senior notes due in 2027. The Notes bear annual interest of 2.5%, payable semiannually in arrears, and mature on July 15, 2027, unless earlier converted, redeemed or repurchased. In July 2024, we issued an additional $45.2 million aggregate principal amount of our 2.50% convertible senior notes due 2027 under the same terms.
We performed a sensitivity analysis on the fair values of our long-term debt obligations, commercial paper, and foreign currency exchange forward contracts. The foreign currency exchange forward contracts listed below principally relate to trading activities. The sensitivity analysis involved increasing and decreasing forward rates at December 31, 2025 and 2024 by a hypothetical 10% and calculating the resulting change in the fair values.
Currently, the development of our strategic plan has not exposed us to any additional market risk. However, as the implementation of the plan progresses, we may be exposed to additional or different market risks.
The results of the sensitivity analysis calculations as of December 31, 2025 and 2024 are presented below:
| Assuming a 10% Increase in Rates | Assuming a 10% Decrease in Rates | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, | As of December 31, | |||||||||||||||||
| Risk | 2025 | 2024 | 2025 | 2024 | Change in the Fair Value of | |||||||||||||
| (In thousands) | ||||||||||||||||||
| Foreign Currency | $ | — | $ | (700) | $ | — | $ | 2,078 | Foreign Currency Forward Contracts | |||||||||
| Interest Rate | (582) | — | 605 | — | Mammoth Senior Secured Notes 2025 | |||||||||||||
| Interest Rate | (1,397) | — | 1,477 | — | Dominica Loan | |||||||||||||
| Interest Rate | (2,453) | — | 2,562 | — | Geothermie Bouillante Loan | |||||||||||||
| Interest Rate | (895) | — | 921 | — | Mizrahi 2025 Loan | |||||||||||||
| Interest Rate | (869) | — | 893 | — | Discount 2025 Loan |
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| Assuming a 10% Increase in Rates | Assuming a 10% Decrease in Rates | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, | As of December 31, | |||||||||||||
| Risk | 2025 | 2024 | 2025 | 2024 | Change in the Fair Value of | |||||||||
| Interest Rate | (930) | — | 958 | — | Discount 2025 II Loan | |||||||||
| Interest Rate | (2,323) | — | 2,406 | — | Discount 2025 III Loan | |||||||||
| Interest Rate | (2,547) | — | 2,620 | — | Hapoalim 2025 Loan | |||||||||
| Interest Rate | (2,683) | (2,986) | 2,839 | 3,180 | Bottleneck Loan | |||||||||
| Interest Rate | (4,580) | (5,096) | 4,904 | 5,469 | Mammoth Senior Secured Notes | |||||||||
| Interest Rate | (317) | (574) | 321 | 584 | Mizrahi Loan | |||||||||
| Interest Rate | (592) | (886) | 606 | 914 | Mizrahi Loan 2023 | |||||||||
| Interest Rate | (338) | (679) | 342 | 691 | Hapoalim Loan | |||||||||
| Interest Rate | (1,343) | (1,708) | 1,381 | 1,762 | Hapoalim 2023 Loan | |||||||||
| Interest Rate | (906) | (1,295) | 927 | 1,333 | Hapoalim 2024 Loan | |||||||||
| Interest Rate | (147) | (289) | 149 | 294 | HSBC Loan | |||||||||
| Interest Rate | (611) | (1,213) | 617 | 1,233 | HSBC Bank 2024 Loan | |||||||||
| Interest Rate | (448) | (759) | 455 | 776 | Discount Loan | |||||||||
| Interest Rate | (438) | (599) | 449 | 617 | Discount 2024 Loan | |||||||||
| Interest Rate | (472) | (851) | 479 | 871 | Discount 2024 II Loan | |||||||||
| Interest Rate | (8,347) | (9,275) | 8,853 | 9,882 | Financing Liability | |||||||||
| Interest Rate | (2,042) | (2,617) | 2,101 | 2,704 | OFC 2 LLC Senior Secured Notes | |||||||||
| Interest Rate | (1,259) | (1,909) | 1,288 | 1,965 | Olkaria III Loan - DFC | |||||||||
| Interest Rate | (723) | (924) | 744 | 960 | DEG 4 Loan | |||||||||
| Interest Rate | (2,863) | (3,542) | 2,939 | 3,661 | Senior Unsecured Bonds | |||||||||
| Interest Rate | (123) | (240) | 125 | 245 | Olkaria III plant 4 - DEG 2 | |||||||||
| Interest Rate | (100) | (197) | 102 | 201 | DEG 3 Loan | |||||||||
| Interest Rate | (962) | (1,142) | 999 | 1,189 | DAC 1 Senior Secured Notes | |||||||||
| Interest Rate | (1,669) | (2,491) | 1,704 | 2,561 | Senior Unsecured Loan (Migdal) | |||||||||
| Interest Rate | (749) | (835) | 793 | 886 | Prudential - NV | |||||||||
| Interest Rate | (471) | (583) | 485 | 603 | DOE Loan | |||||||||
| Interest Rate | (1,806) | (2,026) | 1,922 | 2,164 | Prudential - Idaho Refinancing | |||||||||
| Interest Rate | (1,160) | (1,517) | 1,198 | 1,574 | Platanares Loan - DFC Loan | |||||||||
| Interest Rate | (17) | (22) | 17 | 22 | Commercial paper | |||||||||
| Interest Rate | — | (17) | — | 17 | Other long-term loans |
Effect of Inflation
Over the last five years, although to a lesser extent during 2024 and 2025, we experienced an increase in the overall operating and other costs as a result of higher inflation rates, in particular in the U.S. To address the possibility of rising inflation, some of our contracts include certain provisions that mitigate inflation risk.
In connection with the Electricity segment, none of our U.S. PPAs, including the SCPPA Portfolio PPA, are directly linked to the Consumer Price Index ("CPI"), although some of them have a fixed annual indexation. Inflation may directly impact the expenses we incur for the operation of our projects, thereby increasing our overall operating costs and reducing our profit and gross margin. The negative impact of inflation would be partially offset by price adjustments built into some of our PPAs that could be triggered upon such occurrences. In addition to the Puna rates that are impacted by higher commodity prices, the energy payments pursuant to our PPAs for some of our power plants such as the Brady power plant, the Steamboat 2 and 3 power plants and the McGinness Complex increase every year through the end of the relevant terms of such agreements, although such increases are not directly linked to the CPI or any other inflationary index. Lease
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payments are generally fixed, while royalty payments are generally calculated as a percentage of revenues and therefore are not significantly impacted by inflation. In our Product segment, inflation may directly impact fixed and variable costs incurred in the construction of third-party power plants, thereby lowering our profit margins at the Product segment. We are more likely to be able to offset long term, all or part of this inflationary impact through our project pricing. With respect to power plants that we build for our own electricity production, inflationary pricing may impact our operating costs which may be partially offset in the pricing of the new long-term PPAs that we negotiate.
Interest rate for both short-term and long-term debt have increased sharply until 2024 and 2025 during which rates started to come down. Although our outstanding debt bears fixed interest rates, as we refinance it, or borrow additional amounts, we may incur additional interest expense versus expiring loans.
In recent months, we see a slowdown in inflation rates and increases in raw materials costs that we believe have returned to normal levels.
Contractual Obligations and Commercial Commitments
The following tables set forth our material contractual obligations as of December 31, 2025 :
| Payments Due by Period | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | ||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Long-term debt and financing liability - principal | $ | 2,660,570 | $ | 303,653 | $ | 780,897 | $ | 335,092 | $ | 313,212 | $ | 211,681 | $ | 716,034 | ||||||||||||
| Interest on long-term debt and financing liability (1) | 613,672 | 129,379 | 107,646 | 83,764 | 65,038 | 50,203 | 177,643 | |||||||||||||||||||
| $ | 3,274,242 | $ | 433,032 | $ | 888,543 | $ | 418,856 | $ | 378,250 | $ | 261,884 | $ | 893,677 |
(1)Interest rates and maturity dates are detailed under the Liquidity and Capital Resources section above.
The above table does not reflect a liability associated with the sale of tax benefits of $190.2 million. Refer to Note 12 to our consolidated financial statements as set forth in Item 8 of this Annual Report for additional discussion of our liability associated with the sale of tax benefits.
Concentration of Credit Risk
Our credit risk is currently concentrated with the following major customers: Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy), SCPPA, and KPLC. If any of these electric utilities fail to make payments under their respective PPAs with us, such failure would have a material adverse impact on our financial condition. Also, by implementing our multi-year strategic plan we may be exposed, by expanding our customer base, to different credit profile customers than our current customers.
The Company's revenues from its primary customers as a percentage of total revenues are as follows:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||
| Southern California Public Power Authority (“SCPPA”) | 17.8 | % | 20.6 | % | 21.2 | % | ||
| Sierra Pacific Power Company and Nevada Power Company | 13.8 | 15.1 | 14.1 | |||||
| Kenya Power and Lighting Co. Ltd. ("KPLC") | 11.9 | 13.0 | 13.2 |
We have historically been able to collect on substantially all of our receivable balances. As of December 31, 2025, the amount overdue from KPLC in Kenya was $29.5 million of which $21.1 million was paid in January and February of 2026. The Company believes it will be able to collect all past due amounts in Kenya. This belief is supported by the fact that in addition to KPLC's obligations under its power purchase agreement, the Company holds a support letter from the Government of Kenya that covers certain cases of KPLC non-payment (such as non-payments that are caused by government actions and/or political events).
In Honduras, as of December 31, 2025, the total amount overdue from ENEE was $20.3 million of which $1.0 million was collected in January and February of 2026. In addition, due to the financial situation in Honduras, the Company may
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experience additional delays in collection. The Company believes it will be able to collect all past due amounts in Honduras.
Government Grants and Tax Benefits
On July 4, 2025, the OBBBA was enacted into law in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 and numerous changes to the energy tax credits initially introduced and expanded under the IRA. The OBBBA allows for geothermal and battery storage to qualify for 100% PTC or ITC related to projects that start construction by the end of December 2033, 75% PTC or ITC by the end of December 2034 and 50% PTC or ITC by the end of December 2035. In order to qualify for 100% energy credit, solar projects must start construction by July 4, 2026 and be placed-in-service within four years, or start construction after July 3, 2026 and be placed-in-service by December 31, 2027. The law seeks to limit content from foreign entities of concern (“FEOC”) used in energy related projects that start construction after December 31, 2025. The FEOC restrictions apply at both the product and taxpayer levels, which primarily affects products and ownership related to China.
We are currently permitted to depreciate most of the cost of a new geothermal power plant. In cases where we claim ITCs, our tax basis in the plant that is eligible for depreciation is reduced by one-half of the ITC amount. In cases where we claim the PTC, there is no reduction in the tax basis for depreciation. Projects that were placed in service after September 27, 2017, could qualify for a 100% bonus depreciation with respect to its qualifying assets. After applying any depreciation bonus that is available, we are currently permitted to depreciate the remainder of our tax basis in the plant, if any, mostly over five years on an accelerated basis, meaning that more of the cost may be deducted in the first few years than during the remainder of the depreciation period. We will continue to analyze the current provision under the OBBBA and determine if an election is appropriate as it relates to our business needs. Future presidential administrations may take action to revise, repeal, or otherwise modify existing rules and regulations, including various tax incentives, and the potential impact on the Company remains uncertain at this time. For more information, see Part I of this Annual Report, Item 1A “Risk Factors—Risks Related to Governmental Regulations, Laws and Taxation —The reduction, elimination or inability to monetize government incentives could adversely affect our business, financial condition, future results and cash flows.”
Ormat Systems received “Benefited Enterprise” status under Israel’s Law for Encouragement of Capital Investments, 1959 (the Investment Law), with respect to two of its investment programs through 2011. In January 2011, new legislation amending the Investment Law was enacted. Under the new legislation, a uniform rate of corporate tax will apply to all qualified income of certain industrial companies, as opposed to the previous law’s incentives that are limited to income from a “Benefited Enterprise” during their benefits period. As a result, we now pay a uniform corporate tax rate of 16% with respect to that qualified income. In January 2021, Ormat Systems received an approval from the Israeli Innovation Authority that it owns an "Innovation Promoting Enterprise" and therefore is eligible for a reduced corporate tax rate of 12% on its "Preferred Technological Income" for the tax years 2019 and 2020 (effective tax rate of approximately 13% for 2019 and 2020). The tax benefit of lower effective tax rate is reflected in the 2021 net income.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001628280-25-008531.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our results of operations, financial condition and liquidity in conjunction with our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report including information with respect to our plans and strategies for our business, statements regarding the industry outlook, our expectations regarding the future performance of our business, and the other non-historical statements contained herein are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” You should also review Item 1A — “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described herein or implied by such forward-looking statements.
General
Recent Developments
The most significant recent developments for our Company and business during 2024 and 2025 to date are described below:
•In February 2025, we won a tender issued by the Israeli Electricity Authority and have been awarded two separate 15-year tolling agreements for two Energy Storage facilities. The facilities under the tolling agreements are expected to have a combined capacity of approximately 300MW/1200MWh. The ownership of the projects will be shared, 50/50 between Ormat and Allied Infrastructure LTD, a leading infrastructure company in Israel.
•In February 2025, we announced the successful COD for the Ijen geothermal power plant that is owned jointly with PT Medco Power Indonesia (“Medco Power”). The Ijen Geothermal Power Plant, equipped with OEC, began operations with its first phase, delivering 35 MW of electricity power to the Java grid, Ormat’s share of the facility is 17MW. The commencement of this first phase marks a significant step of the Ijen Facility with a total planned capacity of 110 MW under a 30-year PPA.
•In January 2025, we announced the signing of a 10-year PPA with Calpine Energy Solutions, one of North America’s largest energy suppliers. Under this agreement, Calpine Energy Solutions agreed to purchase up to 15MW of clean, renewable energy from the Mammoth 2 geothermal power plant located near Mammoth Lakes, California, to support demand within its retail portfolio. Energy deliveries under the PPA are scheduled to begin in the first quarter of 2027 and will replace the existing PPA with SCE. The new PPA includes an increase in production capacity and a higher price point.
•In December 2024, we announced the successful commencement of commercial operations for our Montague energy storage facility. This 20MW/20MWh Battery Energy Storage System (BESS), located in New Jersey, will provide ancillary services on the merchant market to PJM.
•In December 2024, we announced that we successfully secured 1,678 acres in Utah’s Bureau of Land Management (BLM) Auction. We expect that these lease acquisitions will significantly support our ongoing operations and development projects in the state, further strengthening Ormat’s commitment to advancing renewable energy solutions and meeting Utah’s increasing demand for sustainable energy.
•In December 2024, we announced the pricing of an underwritten secondary offering pursuant to which ORIX Corporation agreed to sell 3,700,000 shares of our common stock. The offering closed on December 13, 2024. Ormat did not offer any new shares of its common stock in the offering and did not receive any proceeds from the sale of the shares being offered by ORIX. The shares of common stock were sold to the public at an initial price of $76.20 per share.
•In November 2024, we signed an EPC contract with Contact Energy for the development of the Te Mihi Stage 2 101MW geothermal power plant in New Zealand. The EPC contract, is valued at approximately $210 million. Te Mihi Stage 2 geothermal power plant is expected to be completed by mid-2027.
•In November 2024, we announced a successful deal to transfer ITCs from the 80MW/320MWh Bottleneck Project to a third-party. The gross proceeds from this transaction were priced at $0.93 per dollar. After deducting the buyer’s broker and legal fees, the net proceeds from the transaction amounted to approximately $46.7 million.
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•In October 2024, we announced the successful commencement of commercial operations for our largest energy storage facility, the Bottleneck project. This 80MW/320MWh BESS, located in the Central Valley of California, will provide ancillary services to San Diego Gas & Electric (“SDG&E”) under a 15-year Tolling Agreement we signed in 2022.
•In October 2024, we announced that we successfully secured multiple land parcels in Nevada’s Annual BLM Auction. We believe that these lease acquisitions will significantly support Ormat's ongoing exploration and expansion efforts in the state, further strengthening the Company's commitment to advancing renewable energy solutions and meeting Nevada's increasing demand for sustainable energy.
•In August 2024, we signed two seven-year tolling agreements with Equilibrium Energy for the Lower Rio 60MW/120MWh and Bird Dog 60MW/120MWh Energy Storage facilities in Texas. The Lower Rio project is expected to come online in the second quarter of 2025, while the Bird Dog facility is anticipated to be operational in the fourth quarter of 2025. Both projects are eligible to receive a 40% investment tax credit under the Inflation Reduction Act, as of the date of this report. The tolling agreements secure fixed revenues for the energy and ancillary services provided by these facilities.
•In July 2024, we issued an additional $45.2 million aggregate principal amount of our 2.50% Convertible Senior Notes due 2027. The additional notes were issued as additional notes pursuant to the indenture, dated June 27, 2022, as supplemented by the first supplemental indenture, dated July 15, 2024. The proceeds were used for refinancing current debt.
•In July 2024, we announced the signing of a 15-year Resource Adequacy Purchase and Sale Agreement (“RA Agreement”) with the City of Riverside, for the 80MW/320MWh Shirk Battery Energy Storage System (BESS) located in Visalia, California. The RA Agreement includes a guaranteed commercial operation date (“COD”) for March 1, 2026, that we believe can be achieved by the end of 2025.
•In the second quarter of 2024, we commenced the operation of the 6MW Beowawe Repower geothermal power plant.
•On March 4, 2024, we announced the signing of a 30-year PPA with Electricité de France (“EDF”) for the development of a new 10MW geothermal power plant on the island of Guadeloupe, in which we own a 63.75% equity interest. The new plant development will be added to Ormat’s existing 15MW Bouillante geothermal power plant. The project’s field development is complete and resources are secured and it is expected to be operational by the end of 2025.
•On February 12, 2024, we announced that the Hawai`i Public Utilities Commission (“HPUC”) approved two final amendments to the PPA between our subsidiary, Puna Geothermal Venture (“PGV”), and Hawaiian Electric. This decision enables PGV to contribute up to an additional 8 megawatts of clean, dispatchable renewable power to the Island of Hawai`i, elevating the contract maximum capacity to 46 MW, with a minimum contracted capacity set at 30 MW. The approval follows PGV’s completion and submission of its final Environmental Impact Study (“EIS”) for operations in Puna, Hawai`i, which was a condition for approval of the amended and restated PPA that we submitted to the HPUC in December 2019.
•On January 4, 2024 we announced the closing of the acquisition of a portfolio of geothermal and solar assets from EGPNA, that was announced in October 2023. Under the agreement, Ormat paid $274.6 million for 100% of the equity interest in the portfolio of assets. The acquired portfolio includes two contracted operating geothermal power plants and one triple hybrid geothermal, solar PV and solar thermal power plant with a total geothermal capacity of approximately 40 MW and solar PV of 20MW, two solar PV assets with a total nameplate capacity of 40 MW, and two greenfield development assets.
Opportunities, Trends and Uncertainties
Different trends, factors and uncertainties may impact our operations and financial condition, including many that we do not or cannot foresee. However, we believe that our results of operations and financial condition for the foreseeable future will be primarily affected by the following trends, factors and uncertainties that are from time to time also subject to market cycles:
•Increased Demand for Baseload and Data Centers: There has been increased demand for energy generated from geothermal and other renewable resources in the U.S. driven by both baseload requirements and the growing energy needs of data centers.. This is largely due to legislative and regulatory requirements and incentives, such as state RPS and federal tax credits such as PTCs or ITCs (which are discussed in more detail in the section entitled “Government Grants and Tax Benefits” below). We believe that future demand is expected to
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be driven primarily by further commitment to, and implementation of, state RPS and greenhouse gas reduction initiatives.
•Higher Tolling and RA Prices in California: The market in California has seen higher tolling and RA prices. This trend is influenced by the state's aggressive renewable energy targets and the need to ensure grid reliability. The increased prices provide opportunities for higher returns on equity for new projects.
•New Tolling in Texas for Storage Facilities: Texas is introducing new tolling mechanisms for storage facilities. This development is expected to create new opportunities for the development of storage projects, which can enhance grid stability and provide stable revenue streams that mitigate the fluctuation we see from the merchant markets.
•Government Support and Legislative Changes: The U.S. federal government has taken, and we expect it to continue to take, certain actions which are supportive of the broader domestic energy industry, including geothermal heat solutions. The new presidential administration may take action to revise, repeal, or otherwise modify existing rules and regulations, including various tax incentives, and the potential impact on the Company remains uncertain at this time. For more information, see Part I of this Annual Report, Item 1A “Risk Factors—Risks Related to Governmental Regulations, Laws and Taxation —The reduction, elimination or inability to monetize government incentives could adversely affect our business, financial condition, future results and cash flows.”
•Local Support: We expect that a variety of local governmental initiatives will create new opportunities for the development of new projects with the potential to realize higher returns on our equity as well as to create additional markets for our products. These initiatives include the award of long-term contracts to independent power generators, the creation of competitive wholesale markets for selling and trading energy, capacity and related energy products and the adoption of programs designed to encourage “clean” renewable and sustainable energy sources.
•Product Segment Opportunities and Competition: In the Product segment, we believe there are new business opportunities in the U.S., Asia Pacific, New Zealand and Central and South America. We have experienced increased competition from binary power plant equipment suppliers including the major steam turbine manufacturers. While we believe that we have a distinct competitive advantage based on our technology, accumulated experience and current worldwide share of installed binary generation capacity, an increase in competition may impact our ability to secure new purchase orders from potential customers. The increased competition may also lead to further reductions in the prices that we are able to charge for our binary equipment.
•Inflation and Macroeconomic Trends: Higher rates of inflation, particularly in the U.S., have been observed over the last few years. While most international-based contracts are indexed to inflation, U.S. contracts are not. Although we see a moderation in the rate of inflation, if inflation continues to rise, it may increase expenses and impact profit margins. Additionally, macroeconomic trends, including a potential economic recession, changes in Federal Reserve monetary policy, the policies of the new presidential administration, and geopolitical risks, including ongoing Middle East tensions, may adversely affect our operations and financial condition.
•Interest Rate Increases: interest rates for both short-term and long-term debt have increased over the last few years, but starting in 2024 we have seen U.S. short term interest rates begin to come down. Although most of our outstanding debt is at fixed interest rates, if we refinance, or borrow additional amounts, we may incur additional interest expense compared to what we currently incur under our existing loans.
Revenues
Sources of Revenues
We generate our revenues from the sale of electricity from our geothermal and recovered energy-based power plants; the design, manufacture and sale of equipment for electricity generation; the construction, installation and engineering of power plant equipment; and the sale of energy storage services and electricity from our operating energy storage facilities.
Electricity Segment
Revenues attributable to our Electricity segment are derived from the sale of electricity from our power plants pursuant to long-term PPAs. While approximately 81.3% of our Electricity revenues for the year ended December 31, 2024 were derived from PPAs with fixed price components, we have a variable price PPA in Hawaii, which provide for payments based on the local utilities’ avoided cost. The avoided cost is the incremental cost that the power purchaser avoids by not having to generate such electrical energy itself or purchase it from others. In Hawaii, the prices paid for electricity pursuant to the 25 MW PPA for the Puna Complex change primarily as a result of variations in the price of oil as well as other commodities. In 2024, the HPUC approved a new PPA related to Puna with fixed prices, increased capacity and an
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extension of the term until 2052. Accordingly, our revenues from this power plant may fluctuate. Our Electricity segment revenues are also subject to seasonal variations, as more fully described in “Seasonality” below.
Our PPAs generally provide for energy payments alone, or energy and capacity payments. Generally, capacity payments are payments calculated based on the amount of time and capacity that our power plants are available to generate electricity. Energy payments are payments calculated based on the amount of electrical energy delivered to the relevant power purchaser at a designated delivery point. Our most recent PPAs generally provide for energy payments alone with an obligation to compensate the off-taker for its incremental costs as a result of shortfalls in our supply.
Product Segment
Revenues attributable to our Product segment are based on the sale of equipment, engineering, procurement and construction contracts and the provision of various services to our customers. Product segment revenues fluctuate between periods, primarily based on our ability to receive customer orders, the status and timing of such orders, delivery of raw materials and the completion of manufacturing. Larger customer orders for our products are typically the result of our sales efforts, our participation in, and winning tenders or requests for proposals issued by potential customers in connection with projects they are developing and orders by returning customers. Such projects often take a significant amount of time to design and develop and are subject to various contingencies, such as the customer’s ability to raise the necessary financing for a project. Consequently, we are generally unable to predict the timing of such orders for our products and may not be able to replace existing orders that we have completed with new ones. As a result, revenues from our Product segment fluctuate (sometimes extensively) from period to period.
Energy Storage Segment
Revenues attributable to our Energy Storage segment are generated by several grid-connected BESS facilities that we own and operate from selling energy, capacity and/or ancillary services in merchant markets like PJM Interconnect, ISO New England, ERCOT and CAISO or under tolling agreements that have fixed revenues. The revenues fluctuate over time since a large portion of such revenues are generated in the merchant markets, where price volatility is inherent. We are seeking to reduce volatility by increasing the amount of long-term tolling agreements in our portfolio. In 2024 we signed two long-term tolling agreement, that will secure fixed revenues for the 60MW/120MWh Lower Rio and 60MW/120MWh Bird Dog project in Texas.
We are pursuing the development of additional grid-connected BESS projects in multiple regions, with expected revenues coming from providing energy, capacity and/or ancillary services on a merchant basis, and/or through bilateral fixed contracts with load serving entities, investor-owned utilities, publicly owned utilities and community choice aggregators.
Our management assesses the performance of our operating segments differently. In the case of our Electricity segment, when making decisions about potential acquisitions or the development of new projects, management typically focuses on the internal rate of return of the relevant investment, technical and geological matters and other business considerations. Management evaluates our operating power plants based on revenues, expenses, and EBITDA, and our projects that are under development based on costs attributable to each such project. Management evaluates the performance of our Product segment based on the timely delivery of our products, performance quality of our products, and revenues and costs actually incurred to complete customer orders compared to the costs originally budgeted for such orders. We evaluate our Energy Storage segment performance similar to the Electricity segment with respect to projects that we own and operate.
The following table sets forth a breakdown of our revenues for the years indicated:
| Revenues | % of Revenues for Period Indicated | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||||||||||||||
| Revenues: | (Dollars in thousands) | ||||||||||||||||||||
| Electricity | $ | 702,264 | $ | 666,767 | $ | 631,727 | 79.8 | % | 80.4 | % | 86.0 | % | |||||||||
| Product | 139,661 | 133,763 | 71,414 | 15.9 | 16.1 | 9.7 | |||||||||||||||
| Energy Storage | 37,729 | 28,894 | 31,018 | 4.3 | 3.5 | 4.2 | |||||||||||||||
| Total revenues | $ | 879,654 | $ | 829,424 | $ | 734,159 | 100.0 | % | 100.0 | % | 100.0 | % |
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Geographic Breakdown of Results of Operations
The following table sets forth the geographic breakdown of the revenues attributable to our Electricity, Product and Energy Storage segments for the years indicated:
| Revenues | % of Revenues for Period Indicated | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||||||||||||||
| Electricity Segment: | (Dollars in thousands) | ||||||||||||||||||||
| United States | $ | 510,645 | $ | 473,323 | $ | 446,000 | 72.7 | % | 71.0 | % | 70.6 | % | |||||||||
| International | 191,619 | 193,444 | 185,727 | 27.3 | 29.0 | 29.4 | |||||||||||||||
| Total | $ | 702,264 | $ | 666,767 | $ | 631,727 | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||
| Product Segment: | |||||||||||||||||||||
| United States | $ | 8,969 | $ | 7,610 | $ | 7,037 | 6.4 | % | 5.7 | % | 9.9 | % | |||||||||
| International | 130,692 | 126,153 | 64,377 | 93.6 | 94.3 | 90.1 | |||||||||||||||
| Total | $ | 139,661 | $ | 133,763 | $ | 71,414 | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||
| Energy Storage Segment: | |||||||||||||||||||||
| United States | $ | 37,729 | $ | 28,894 | $ | 31,018 | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||
| International | — | — | — | — | — | — | |||||||||||||||
| Total | $ | 37,729 | $ | 28,894 | $ | 31,018 | 100.0 | % | 100.0 | % | 100.0 | % |
In 2024, 2023 and 2022, 37%, 39% and 34% of our total revenues were derived from foreign locations, respectively, and our foreign operations had higher gross margins than our U.S. operations in each of those years. A substantial portion of the Electricity Segment foreign revenues came from Kenya and, to a lesser extent, from Honduras, Guadeloupe, and Guatemala. Our operations in Kenya contributed disproportionately to gross profit and net income. The contribution to combined pre-tax income of our domestic and foreign operations within our Electricity segment and Product segment differ in a number of ways, as summarized below.
Electricity Segment
Our Electricity segment domestic revenues were approximately 73%, 71% and 71% of our total Electricity segment for the years ended December 31, 2024, 2023 and 2022, respectively. However, domestic operations have higher costs of revenues and expenses than our foreign operations. Our foreign power plants are located in lower-cost regions, like Kenya, Guatemala, Honduras and Guadeloupe, which favorably impact payroll, and maintenance expenses among other items. Our power plants in foreign locations are also newer than most of our domestic power plants and therefore tend to have lower maintenance costs and higher availability factors than our domestic power plants. Consequently, in 2024 and 2023, our foreign operations of the segment accounted for 39% and 44% of our total gross profits, 78% and 63% of our net income (considering the majority of corporate operating and financing expenses are recorded under our domestic operations), and 31% and 36% of our EBITDA, respectively.
Product Segment
Our Product segment foreign revenues were 94%, 94% and 90% of our total Product segment revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
Energy Storage Segment
Our Energy Storage segment domestic revenues were 100.0% of our total Energy storage segment revenues for years ended December 31, 2024, 2023 and 2022, respectively.
Seasonality
Electricity generation from some of our geothermal power plants is subject to seasonal variations. In the winter, our power plants produce more energy primarily attributable to the lower ambient temperature, which has a favorable impact on the energy component of our Electricity segment revenues as the prices under many of our contracts are fixed throughout the year with no time-of-use impact. The prices paid for electricity under the PPAs for the Mammoth Complex
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and the North Brawley power plant in California, the Raft River power plant in Idaho, the Neal Hot Springs power plant in Oregon and Dixie Valley power plant in Nevada, are higher in the months of June through September. The higher payments payable under these PPAs in the summer months partially offset the negative impact on our revenues from lower generation in the summer attributable to a higher ambient temperature. As a result, we expect the revenues and gross profit in the winter months to be higher than the revenues and gross profit in the summer months and in general we expect the first and fourth quarters to generate higher revenues than the second and third quarters. In the Storage segment pursuant to the Bottleneck tolling agreement, approximately 45% of the revenues are generated in the third quarter, and the rest is roughly even between the first, second and fourth quarters.
Breakdown of Cost of Revenues
Electricity Segment
The principal cost of revenues attributable to our operating power plants are operation and maintenance expenses comprised of salaries and related employee benefits, equipment expenses, costs of parts and chemicals, costs related to third-party services, lease expenses, royalties, startup and auxiliary electricity purchases, property taxes, insurance, depreciation and amortization and, for some of our projects, purchases of make-up water for use in our cooling towers. In our California power plants, our principal cost of revenues also includes transmission charges and scheduling charges. In some of our Nevada power plants we also incur transmission and wheeling charges. Some of these expenses, such as parts, third-party services and major maintenance, are not incurred on a regular basis. This results in fluctuations in our expenses and our results of operations for individual power plants from quarter to quarter. Payments made to government agencies and private entities on account of site leases where power plants are located are included in cost of revenues. Royalty payments, included in cost of revenues, are made as compensation for the right to use certain geothermal resources and are paid as a percentage of the revenues derived from the associated geothermal rights. Royalties constituted approximately 4.6% and 4.6% of Electricity segment revenues for the years ended December 31, 2024 and 2023, respectively.
Product Segment
The principal cost of revenues attributable to our Product segment are materials, salaries and related employee benefits, expenses related to subcontracting activities, and transportation expenses. Sales commissions to sales representatives are included in selling and marketing expenses. Some of the principal expenses attributable to our Product segment, such as a portion of the costs related to labor, utilities and other support services are fixed, while others, such as materials, construction, transportation and sales commissions, are variable and may fluctuate significantly, depending on market conditions. As a result, the cost of revenues attributable to our Product segment, expressed as a percentage of total revenues, fluctuates. Another reason for such fluctuation is that in responding to bids for our products, we price our products and services in relation to existing competition and other prevailing market conditions, which may vary substantially from order to order.
Energy Storage Segment
The principal cost of revenues attributable to our Energy Storage segment are direct costs of the BESS that we own, and depreciation and amortization. Direct costs include the labor associated with operations and maintenance of owned BESS.
Critical Accounting Estimates and Assumptions
Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report. However, certain of our accounting policies are particularly important to an understanding of our financial position and results of operations. In applying these critical accounting estimates and assumptions, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. Such estimates are based on management’s historical experience, the terms of existing contracts, management’s observance of trends in the geothermal industry, information provided by our customers and information available to management from other outside sources, as appropriate. Such estimates are subject to an inherent degree of uncertainty and, as a result, actual results could differ from our estimates. Our critical accounting policies include:
Revenues and Cost of Revenues
Revenues generated from the construction of geothermal and recovered energy-based power plant equipment and other equipment on behalf of third parties (Product revenues) are recognized using the percentage of completion method, which requires estimates of future costs over the full term of product delivery. Such cost estimates are made by management based on prior operations and specific project characteristics and designs. If management’s estimates of total estimated costs with respect to our Product segment are inaccurate, then the percentage of completion is inaccurate resulting in an
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over- or under-estimate of revenue and gross margin. As a result, we review and update our cost estimates on significant contracts on a quarterly basis, and at least on an annual basis for all others, or when circumstances change and warrant a modification to a previous estimate. Changes in job performance, job conditions, and estimated profitability, including those arising from the application of penalty provisions in relevant contracts and final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined. Provisions for estimated losses relating to contracts are made in the period in which such losses are determined. Revenues generated from engineering and operating services and sales of products and parts are recorded once the service is provided or product delivered as the customer obtains control of the asset, as applicable.
Property, Plant and Equipment
We capitalize all costs associated with the acquisition, development and construction of power plant facilities. Major improvements are capitalized and repairs and maintenance (including major maintenance) costs are expensed. We estimate the useful life of our power plants to range between 15 and 30 years. Such estimates are made by management based on factors such as prior operations, the terms of the underlying PPAs, geothermal resources, the location of the assets and specific power plant characteristics and designs. Changes in such estimates could result in useful lives which are either longer or shorter than the depreciable lives of such assets. We periodically re-evaluate the estimated useful life of our power plants and revise the remaining depreciable life on a prospective basis.
We capitalize costs incurred in connection with the exploration and development of geothermal resources beginning when we acquire land rights to the potential geothermal resource. Prior to acquiring land rights, we make an initial assessment that an economically feasible geothermal reservoir is probable on that land using available data and external assessments vetted through our exploration department and occasionally outside service providers. Costs incurred prior to acquiring land rights are expensed. It normally takes two to three years from the time we start active exploration of a particular geothermal resource to the time we have an operating production well, assuming we conclude the resource is commercially viable.
In most cases, we obtain the right to conduct our geothermal development and operations on land owned by the BLM, various states or with private parties. Once we acquire land rights to the potential geothermal resource, we perform additional activities to assess the commercial viability of the resource. Such activities include, among others, conducting surveys and other analysis, obtaining drilling permits, creating access roads to drilling sites, and exploratory drilling which may include temperature gradient holes and/or slim holes. Such costs are capitalized and included in construction-in-process. Once our exploration activities are complete, we finalize our assessment as to the commercial viability of the geothermal resource and either proceed to the construction phase for a power plant or abandon the site. If we decide to abandon a site, all previously capitalized costs associated with the exploration project are written off.
Our assessment of economic viability of an exploration project involves significant management judgment and uncertainties as to whether a commercially viable resource exists at the time we acquire land rights and begin to capitalize such costs. As a result, it is possible that our initial assessment of a geothermal resource may be incorrect and we will have to write off costs associated with the project that were previously capitalized. Due to the uncertainties inherent in geothermal exploration, historical impairments may not be indicative of future impairments. Included in construction-in-process are costs related to projects in exploration and development of $193.7 million and $162.5 million at December 31, 2024 and 2023, respectively.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
We evaluate long-lived assets, such as property, plant and equipment and construction-in-process for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors which could trigger an impairment include, among others, significant underperformance relative to historical or projected future operating results, significant changes in our use of assets or our overall business strategy, negative industry or economic trends, a determination that an exploration project will not support commercial operations, a determination that a suspended project is not likely to be completed, a significant increase in costs necessary to complete a project, legal factors relating to our business or when we conclude that it is more likely than not that an asset will be disposed of or sold.
We test our operating plants that are operated together as a complex for impairment at the complex level because the cash flows of such plants result from significant shared operating activities. For example, the operating power plants in a complex are managed under a combined operation management generally with one central control room that controls all of the power plants in a complex and one maintenance group that services all of the power plants in a complex. As a result, the cash flows from individual plants within a complex are not largely independent of the cash flows of other plants within the complex. We test for impairment of our operating plants which are not operated as a complex, as well as our projects
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under exploration, development or construction that are not part of an existing complex, at the plant or project level. To the extent an operating plant becomes part of a complex in the future, we will test for impairment at the complex level.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. The significant assumptions that we use in estimating our undiscounted future cash flows include (i) projected generating capacity of the power plant and rates to be received under the respective PPA and (ii) projected operating expenses of the relevant power plant. Estimates of future cash flows used to test recoverability of a long-lived asset under development also include cash flows associated with all future expenditures necessary to develop the asset. If future cash flows are actually less than those used in such estimates, we may incur impairment losses in the future that could be material to our financial condition and/or results of operations.
If our assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We believe that for the year ended December 31, 2024, no impairment exists for any of our long-lived assets; however, estimates as to the recoverability of such assets may change based on revised circumstances. Estimates of the fair value of assets require estimating useful lives and selecting a discount rate that reflects the risk inherent in future cash flows.
Goodwill
Goodwill represents the excess of the fair value of consideration transferred in the business combination transactions over the fair value of tangible and intangible assets acquired, net of the fair value of liabilities assumed and the fair value of any noncontrolling interest in the acquisitions. Goodwill is not amortized but rather subject to a periodic impairment testing on an annual basis, which the Company performs on December 31 of each year, or if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Additionally, it is permitted to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. An entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative goodwill impairment test. This would not preclude the entity from performing the qualitative assessment in any subsequent period. The quantitative assessment compares the fair value of the reporting unit to its carrying value, including goodwill. Under ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), an entity should recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.
Obligations Associated with the Retirement of Long-Lived Assets
We record the fair market value of legal liabilities related to the retirement of our assets in the period in which such liabilities are incurred. These liabilities include our obligation to plug wells upon termination of our operating activities, the dismantling of our power plants upon cessation of our operations, and the performance of certain remedial measures related to the land on which such operations were conducted. When a new liability for an asset retirement obligation is recorded, we capitalize the costs of such liability by increasing the carrying amount of the related long-lived asset. Such liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. At retirement, we either settle the obligation for its recorded amount or report either a gain or a loss with respect thereto. Estimates of the costs associated with asset retirement obligations are based on factors such as prior operations, the location of the assets and specific power plant characteristics. We review and update our cost estimates periodically and adjust our asset retirement obligations in the period in which the revisions are determined. If actual results are not consistent with our assumptions used in estimating our asset retirement obligations, we may incur additional losses that could be material to our financial condition or results of operations.
Accounting for Income Taxes
Significant estimates are required to arrive at our consolidated income tax provision. This process requires us to estimate our actual current tax exposure and to make an assessment of temporary differences resulting from different treatments of items for tax and accounting purposes. Such differences result in deferred tax assets and liabilities which are included in our consolidated balance sheets. For those jurisdictions where the projected operating results indicate that realization of our net deferred tax assets is not more likely than not, a valuation allowance is recorded.
We evaluate our ability to utilize the deferred tax assets quarterly and assess the need for a valuation allowance. In assessing the need for a valuation allowance, we estimate future taxable income, including the impacts of the enacted tax law, the feasibility of ongoing tax planning strategies and the realizability of tax credits and tax loss carryforwards.
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Valuation allowances related to deferred tax assets can be affected by changes in tax laws, statutory tax rates, and future taxable income. In the future, if there is insufficient evidence that we will be able to generate sufficient future taxable income in the U.S., we may be required to record a valuation allowance, resulting in income tax loss in our Consolidated Statement of Operations.
In the ordinary course of business, there can be inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, which is greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information, we recognize between 0 to 100% of the tax benefit. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, we do not recognize any tax benefit in the consolidated financial statements. Resolution of uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition or results of operations.
New Accounting Pronouncements
See Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report for information regarding new accounting pronouncements.
Results of Operations
Our historical operating results in dollars and as a percentage of total revenues are presented below.
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||
| (Dollars in thousands, except earnings per share data) | |||||||||||
| Revenues: | |||||||||||
| Electricity | $ | 702,264 | $ | 666,767 | $ | 631,727 | |||||
| Product | 139,661 | 133,763 | 71,414 | ||||||||
| Energy Storage | 37,729 | 28,894 | 31,018 | ||||||||
| Total revenues | 879,654 | 829,424 | 734,159 | ||||||||
| Cost of revenues: | |||||||||||
| Electricity | 459,526 | 422,549 | 380,361 | ||||||||
| Product | 113,911 | 115,802 | 60,479 | ||||||||
| Energy storage | 33,598 | 27,055 | 24,495 | ||||||||
| Total cost of revenues | 607,035 | 565,406 | 465,335 | ||||||||
| Gross profit | |||||||||||
| Electricity | 242,738 | 244,218 | 251,366 | ||||||||
| Product | 25,750 | 17,961 | 10,935 | ||||||||
| Energy storage | 4,131 | 1,839 | 6,523 | ||||||||
| Total gross profit | 272,619 | 264,018 | 268,824 | ||||||||
| Operating expenses: | |||||||||||
| Research and development expenses | 6,501 | 7,215 | 5,078 | ||||||||
| Selling and marketing expenses | 17,694 | 18,306 | 16,193 | ||||||||
| General and administrative expenses | 80,119 | 68,179 | 61,274 | ||||||||
| Other operating income | (9,375) | — | — | ||||||||
| Impairment of long-lived assets | 1,280 | — | 32,648 | ||||||||
| Write-off of unsuccessful exploration and storage activities | 3,930 | 3,733 | 828 | ||||||||
| Operating income | 172,470 | 166,585 | 152,803 | ||||||||
| Other income (expense): | |||||||||||
| Interest income | 7,883 | 11,983 | 3,417 |
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| Interest expense, net | (134,031) | (98,881) | (87,743) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Derivatives and foreign currency transaction gains (losses) | (4,187) | (3,278) | (6,044) | ||||||||
| Income attributable to sale of tax benefits | 73,054 | 61,157 | 33,885 | ||||||||
| Other non-operating income (expense), net | 188 | 1,519 | (709) | ||||||||
| Income from operations before income tax and equity in earnings (losses) of investees | 115,377 | 139,085 | 95,609 | ||||||||
| Income tax (provision) benefit | 16,289 | (5,983) | (14,742) | ||||||||
| Equity in earnings (losses) of investees | (425) | 35 | (3,072) | ||||||||
| Net Income | 131,241 | 133,137 | 77,795 | ||||||||
| Net income attributable to noncontrolling interest | (7,508) | (8,738) | (11,954) | ||||||||
| Net income attributable to the Company's stockholders | $ | 123,733 | $ | 124,399 | $ | 65,841 | |||||
| Earnings per share attributable to the Company's stockholders: | |||||||||||
| Basic: | $ | 2.05 | $ | 2.09 | $ | 1.17 | |||||
| Diluted: | $ | 2.04 | $ | 2.08 | $ | 1.17 | |||||
| Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders: | |||||||||||
| Basic | 60,455 | 59,424 | 56,063 | ||||||||
| Diluted | 60,790 | 59,762 | 56,503 |
Results as a percentage of revenues
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||
| Revenues: | |||||||||
| Electricity | 79.8 | % | 80.4 | % | 86.0 | % | |||
| Product | 15.9 | 16.1 | 9.7 | ||||||
| Energy storage | 4.3 | 3.5 | 4.2 | ||||||
| Total revenues | 100.0 | 100.0 | 100.0 | ||||||
| Cost of revenues: | |||||||||
| Electricity | 65.4 | 63.4 | 60.2 | ||||||
| Product | 81.6 | 86.6 | 84.7 | ||||||
| Energy storage | 89.1 | 93.6 | 79.0 | ||||||
| Total cost of revenues | 69.0 | 68.2 | 63.4 | ||||||
| Gross profit (loss): | |||||||||
| Electricity | 34.6 | 36.6 | 39.8 | ||||||
| Product | 18.4 | 13.4 | 15.3 | ||||||
| Energy storage | 10.9 | 6.4 | 21.0 | ||||||
| Total gross profit | 31.0 | 31.8 | 36.6 | ||||||
| Operating expenses: | |||||||||
| Research and development expenses | 0.7 | 0.9 | 0.7 | ||||||
| Selling and marketing expenses | 2.0 | 2.2 | 2.2 | ||||||
| General and administrative expenses | 9.1 | 8.2 | 8.3 | ||||||
| Other operating income | (1.1) | 0.0 | 0.0 | ||||||
| Impairment of long-lived assets | 0.1 | 0.0 | 4.4 | ||||||
| Write-off of unsuccessful exploration and storage activities | 0.4 | 0.5 | 0.1 | ||||||
| Operating income | 19.6 | 20.1 | 20.8 | ||||||
| Other income (expense): |
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| Interest income | 0.9 | 1.4 | 0.5 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Interest expense, net | (15.2) | (11.9) | (12.0) | ||||||
| Derivatives and foreign currency transaction gains (losses) | (0.5) | (0.4) | (0.8) | ||||||
| Income attributable to sale of tax benefits | 8.3 | 7.4 | 4.6 | ||||||
| Other non-operating income (expense), net | — | 0.2 | (0.1) | ||||||
| Income from continuing operations before income tax and equity in earnings (losses) of investees | 13.1 | 16.8 | 13.0 | ||||||
| Income tax (provision) benefit | 1.9 | (0.7) | (2.0) | ||||||
| Equity in earnings (losses) of investees | 0.0 | — | (0.4) | ||||||
| Net Income | 14.9 | 16.1 | 10.6 | ||||||
| Net income attributable to noncontrolling interest | (0.9) | (1.1) | (1.6) | ||||||
| Net income attributable to the Company's stockholders | 14.1 | % | 15.0 | % | 9.0 | % |
Comparison of the year ended December 31, 2023 and the year ended December 31, 2022
A discussion of changes in our results of operations in 2023 compared to 2022 has been omitted from this Form 10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024, which is incorporated by reference herein. This Form 10-K for the fiscal year ended December 31, 2023 is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Comparison of the Year Ended December 31, 2024 and the Year Ended December 31, 2023
Total Revenues
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | Increase (Decrease) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||
| Electricity segment revenues | $ | 702.3 | $ | 666.8 | $ | 35.5 | 5.3 | % | ||||||
| Product segment revenues | 139.7 | 133.8 | 5.9 | 4.4 | ||||||||||
| Energy Storage segment revenues | 37.7 | 28.9 | 8.8 | 30.6 | ||||||||||
| Total Revenues | $ | 879.7 | $ | 829.4 | $ | 50.2 | 6.1 | % |
For the year ended December 31, 2024, our total revenues increased by 6.1% from $829.4 million in 2023 to $879.7 million in 2024.
For the year ended December 31, 2024, our Electricity segment generated 79.8% of our total revenues, compared to 80.4% in the previous year, while our Product segment generated 15.9% of our total revenues, compared to 16.1% in the previous year, and our Energy Storage segment generated 4.3% of our total revenues, compared to 3.5% in the previous year.
Electricity Segment
Revenues attributable to our Electricity segment for the year ended December 31, 2024 were $702.3 million, compared to $666.8 million for the year ended December 31, 2023, representing a 5.3% increase. This increase of $35.5 million was mainly attributable to (i) $33.3 million related to the geothermal and solar power plants included in the Enel purchase transaction which were consolidated by the Company starting the first quarter of 2024; (ii) $17.4 million related to the Puna power plant due to its higher power generation and energy prices in 2024; and (iii) $11.0 million related to the Heber 1 power plant which resumed operations in May 2023 after a temporary shutdown due to a fire incident that occurred in February 2022. This increase was partially offset by a decrease in revenues in 2024 compared to 2023 as follows: (i) $12.8 million in the Dixie Valley power plant due to an unplanned outage in 2024; (ii) $10.3 million in McGinness Hills complex primarily due to curtailments which were mostly related to third-party grid maintenance; (iii) $4.2 million in the Guadeloupe power plant due to lower availability; and (iv) decreases in power generation in lesser amounts at a number of other power plants.
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During the years ended December 31, 2024 and 2023, our consolidated power plants generated 7,450,071 MWh and 7,196,440 MWh, respectively, an increase of 3.5%. The average prices during the years ended December 31, 2024 and 2023 were $94.3, and $92.7 per MWh, respectively.
Product Segment
Revenues attributable to our Product segment for the year ended December 31, 2024 were $139.7 million, compared to $133.8 million for the year ended December 31, 2023, representing a 4.4% increase. The increase is primarily related to the progress in our projects and timing of when revenues are recognized. During 2024, Product revenues included projects primarily in New Zealand and Dominica, compared to 2023, during which Product revenues included projects primarily in New Zealand and Indonesia.
Energy Storage Segment
Revenues attributable to our Energy Storage segment for the year ended December 31, 2024 were $37.7 million compared to $28.9 million for the year ended December 31, 2023, representing a 30.6% increase. This increase of $8.8 million is mainly related to the new energy storage facilities which commenced commercial operation during 2023, such as Bowling Green in May 2023, Andover and Upton in June 2023, and Pomona 2 in July 2023, as well as the East Flemington and Bottleneck energy storage facilities which commenced commercial operations in the first quarter of 2024 and in the fourth quarter 2024, respectively. This increase was partially offset by lower merchant prices in Texas due to mild weather conditions in the area in 2024 compared to 2023, and primarily during the third quarter of 2024 compared to 2023.
Total Cost of Revenues
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | Increase (Decrease) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||
| Electricity segment cost of revenues | $ | 459.5 | $ | 422.5 | $ | 37.0 | 8.8 | % | ||||||
| Product segment cost of revenues | 113.9 | 115.8 | (1.9) | (1.6) | ||||||||||
| Energy Storage segment cost of revenues | 33.6 | 27.1 | 6.5 | 24.2 | ||||||||||
| Total Cost of Revenues | $ | 607.0 | $ | 565.4 | $ | 41.6 | 7.4 | % |
Electricity Segment
Total cost of revenues attributable to our Electricity segment for the year ended December 31, 2024 was $459.5 million, compared to $422.5 million for the year ended December 31, 2023, representing an 8.8% increase. This increase of $37.0 million is primarily attributable to: (i) $25.5 million related to the geothermal and solar power plants included in the Enel purchase transaction which were consolidated by the Company starting the first quarter of 2024; (ii) $6.3 million of income from business interruption insurance proceeds related to the Puna power plant as a result of the damage caused by the Kilauea volcano eruption in May 2018, which were included as a reduction to cost of revenues in 2023, compared to none in 2024; (iii) $3.4 million primarily related to maintenance issues in the Guadeloupe power plant; and (iv) other increases in lesser amounts at a number of other power plants. This increase was partially offset by lower cost of revenues reduced by $4.3 million at the Heber 1 power plant which resumed operations in May 2023, as described above.
As a percentage of total Electricity revenues, the total cost of revenues attributable to our Electricity segment for the year ended December 31, 2024 was 65.4%, compared to 63.4% for the year ended December 31, 2023. This increase was primarily attributable to higher operational costs and depreciation expenses in some of our power plants as well as the impact of business interruption insurance income included as a reduction to cost of revenues in 2023, as described above. The cost of revenues attributable to our international power plants was 18.3% of our Electricity segment cost of revenues for the year ended December 31, 2024, compared to 18.0% for the year ended December 31, 2023.
Product Segment
Total cost of revenues attributable to our Product segment for the year ended December 31, 2024 was $113.9 million, compared to $115.8 million for the year ended December 31, 2023, representing a 1.6% decrease from the prior year. This decrease was primarily attributable to higher profitability of projects, and therefore lower related costs, in projects for which revenues were recognized in 2024, compared to projects for which revenues were recognized in 2023. As a percentage of total Product segment revenues, our total cost of revenues attributable to our Product segment for the year ended December 31, 2024 was 81.6%, compared to 86.6% for the year ended December 31, 2023.
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Energy Storage Segment
Cost of revenues attributable to our Energy Storage segment for the year ended December 31, 2024 were $33.6 million as compared to $27.1 million in the year ended December 31, 2023. This increase was mainly due to depreciation related to the addition of new energy storage systems to our commercially operating facilities in 2023 and 2024.
Research and Development Expenses
Research and development expenses for the year ended December 31, 2024 were $6.5 million, compared to $7.2 million for the year ended December 31, 2023, represent a 9.9% decrease. This decrease is mainly attributable to the timing of research and development projects that took place during the year ended December 31, 2024 compared to 2023.
Selling and Marketing Expenses
Selling and marketing expenses for the year ended December 31, 2024 were $17.7 million, compared to $18.3 million for the year ended December 31, 2023, representing a 3.3% decrease. Selling and marketing expenses constituted 2.0% and 2.2% of total revenues for the years ended December 31, 2024 and 2023, respectively.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2024 were $80.1 million, compared to $68.2 million for the year ended December 31, 2023, representing a 17.5% increase. The increase was primarily attributable to legal fees related to a settlement agreement with a third-party battery systems supplier of $4.0 million, amortization of stock-based awards of $2.3 million, insurance costs of $2.1 million, and timing of when we incur services from our vendors, primarily for legal and information technology services.
General and administrative expenses for the year ended December 31, 2024 constituted 9.1% of total revenues for such period, compared to 8.2%, for the year ended December 31, 2023.
Other Operating Income
Other operating income for the year ended December 31, 2024 was $9.4 million compared to none for the year ended December 31, 2023. Other operating income represents the non-refundable portion of the recovery of damages received from a third-party battery systems supplier as part of a settlement agreement entered into in August 2024 for which all contingency conditions have been met, as further described under Note 1 to the consolidated financial statements.
Impairment of long-lived assets
Impairment of long-lived assets for the year ended December 31, 2024 was $1.3 million compared to none for the year ended December 31, 2023. The impairment of long-lived assets is related to the termination of the waste heat agreement between the Company's wholly-owned subsidiary, OREG4, and Highline Electric Association, Inc., effective May 2024
Write-off of Unsuccessful Exploration and Storage Activities
Write-offs of unsuccessful exploration and storage activities for year ended December 31, 2024 were $3.9 million compared to $3.7 million for the year ended December 31, 2023. These write-offs are primarily related to geothermal exploration projects that the Company decided to no longer pursue, as well as costs related to a number of battery energy storage projects that the Company decided to no longer pursue and develop.
Interest Income
Interest Income for the year ended December 31, 2024 was $7.9 million, compared to $12.0 million for the year ended December 31, 2023. Interest income is primarily related to interest earned on cash and cash equivalents held by the Company during the period. The decrease in interest income is primarily related to lower balances of cash and cash equivalents in 2024 compared to 2023.
Interest Expense, Net
Interest expense, net, for the year ended December 31, 2024 was $134.0 million, compared to $98.9 million for the year ended December 31, 2023, representing a 35.5% increase. This increase of $35.2 million is primarily due to loan agreements entered into during 2023 and 2024, including: (i) the Mizrahi 2023 Loan entered into in November 2023; (ii) the Hapoalim 2023 Loan entered into in February 2023; (iii) the short-term commercial paper entered into in October 2023; (iv) the Hapoalim 2024 Loan entered into in January 2024; (v) the HSBC Bank 2024 Loan entered into in January 2024; (vi) the Mammoth Senior Secured Notes entered into in March 2024; (vii) the DEG 4 Loan entered into in April 2024; (viii) the Discount 2024 Loan entered into in May 2024; (ix) the issuance of the Additional 2.50% Senior Convertible
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Notes in July 2024; (x) the Discount 2024 II Loan entered into in September 2024; and (xi) the Bottleneck Loan entered into in November 2024. This increase was partially offset by lower interest expenses on other long-term loans as a result of regular principal payments.
Derivatives and Foreign Currency Transaction Gains (Losses)
Derivatives and foreign currency transaction losses for the year ended December 31, 2024 was $4.2 million, compared to $3.3 million for the year ended December 31, 2023. Derivatives and foreign currency transaction losses primarily includes losses from foreign currency forward contracts which were not accounted for as hedge transactions, and the impact of changes in foreign currency exchange rates against the U.S. Dollar.
Income Attributable to Sale of Tax Benefits
Income attributable to the sale of tax benefits for the year ended December 31, 2024 was $73.1 million, compared to $61.2 million for the year ended December 31, 2023. This income primarily represents the value of PTCs and taxable income or loss generated by certain of our power plants allocated to investors under tax equity transactions, and to income related to the expected sale of transferable production tax credits under the existing IRA regulations. This increase of $11.9 million is primarily related to the Heber 1 power plant which resumed operations in May 2023, the Beowawe Repower power plant which commenced operations in the second quarter of 2024, and to the increase in the PTCs rates.
Other Non-Operating Income (Expense), Net
Other non-operating income (expense), net for the year ended December 31, 2024 was an income of $0.2 million, compared to an expense of $1.5 million for the year ended December 31, 2023. Other non-operating (expense), net for year ended December 31, 2023 is primarily attributable to $1.2 million related to a settlement and release transaction with a third party entered into in December 2023.
Income Taxes
Income tax (provision) benefit for the year ended December 31, 2024, was a benefit of $16.3 million, a decrease of $22.3 million compared to an income tax provision of $(6.0) million for the year ended December 31, 2023. Our effective tax rate for the year ended December 31, 2024 and 2023, was (14.1)% and 4.3%, respectively. The effective rate differs from the federal statutory rate of 21% for the year ended December 31, 2024 due to the generation of investment tax credits, a net benefit associated with the U.S. state effective tax rate, and the jurisdictional mix of earnings at differing tax rates from the federal statutory tax rate.
Equity in Earnings (losses) of investees, net
Equity in losses of investees, net in the year ended December 31, 2024, was net losses of $0.4 million, compared to net earnings of $35.0 thousand in the year ended December 31, 2023. Equity in earnings (losses) of investees, net is mainly derived from our 12.75% share in the earnings or losses in the Sarulla project, and our 49% share in the earnings or losses in the Ijen geothermal project. The decrease in this line item is primarily related to a decrease in net income generated by the Ijen project in 2024, compared to 2023. In the second quarter of 2022, Sarulla agreed with its banks on a framework that will enable it to perform remediation works that are aimed to restore the power plants' performance. The first phase of the recovery plan included the drilling of an additional production well, which was successful, and certain modifications to surface equipment are still underway. Following the positive indications from the first phase, during the second quarter of 2024, Sarulla commenced discussions with the banks towards implementation of the additional phases.
Net Income attributable to the Company’s Stockholders
Net income attributable to the Company’s stockholders for the year ended December 31, 2024 was $123.7 million, compared to $124.4 million for the year ended December 31, 2023, which represents a decrease of $0.7 million. This decrease was attributable to the decrease in net income which was affected by the factors described above, as well as a decrease in expenses of $1.2 million in net income attributable to noncontrolling interest.
Liquidity and Capital Resources
Overview of Sources and Uses of Cash
Our principal sources of liquidity have been derived from cash flows from operations, proceeds from third-party debt such as borrowings under our credit facilities and issuances of debt securities, equity offerings, project financing and tax monetization transactions, short term borrowing under our lines of credit, and proceeds from the sale of equity interests in
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one or more of our projects. We have utilized this cash to develop and construct power plants, storage facilities, fund our acquisitions, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.
Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans. However, the cost of obtaining financing for our project needs may increase significantly or such financing may be difficult to obtain.
As of December 31, 2024, we had access to: (i) $94.4 million in cash and cash equivalents, of which $73.9 million was held by our foreign subsidiaries; and (ii) $374.1 million of unused corporate borrowing capacity under existing committed lines for credit and letters of credit with different commercial banks.
As of December 31, 2024, $286.6 million in the aggregate was outstanding under credit agreements with several banks as detailed below under “Letters of Credits under the Credit Agreements”.
Our estimated capital needs for 2025 include approximately $570.0 million for capital expenditures on new projects under development or construction including storage projects, exploration activity and maintenance capital expenditures for our existing projects. In addition, we expect $235.7 million for long-term debt repayments.
Our capital expenditures primarily relate to the enhancement of our existing power plants and the construction of new power plants. We have budgeted approximately $460.0 million in capital expenditures for construction of new projects and enhancements to our existing power plants, of which we had invested $135.0 million as of December 31, 2024. We expect to invest approximately $160.0 million in 2025 and the remaining approximately $165.0 million on thereafter.
In addition, we estimate approximately $410.0 million in additional capital expenditures in 2025 to be allocated as follows: (i) approximately $140.0 million for the exploration, drilling and development of new projects and enhancements of existing power plants that are not yet released for full construction; (ii) approximately $55.0 million for maintenance of capital expenditures to our Electricity segment operating power plants; (iii) approximately $200.0 million for the construction and development of storage projects; and (iv) approximately $15.0 million for enhancements to our production facilities.
We expect to finance these requirements with: (i) the sources of liquidity described above; (ii) positive cash flows from our operations; and (iii) future project financings and re-financings (including construction loans and tax equity). Management believes that, based on the current stage of implementation of our strategic plan, the sources of liquidity and capital resources described above will address our anticipated liquidity, capital expenditures, and other investment requirements.
Letters of Credits under the Credit Agreements
Some of our customers require our project subsidiaries to post letters of credit in order to guarantee their respective performance under relevant contracts. We are also required to post letters of credit to secure our obligations under various leases and licenses and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. In addition, our subsidiary, Ormat Systems, is required from time to time to post performance letters of credit in favor of our customers with respect to orders of products.
The table below describes our committed and non-committed lines:
| Credit Agreements | Amount Issued | Issued and Outstanding as of | Termination Date | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | ||||||||||
| (Dollars in millions) | ||||||||||
| Committed lines for credit and letters of credit | $ | 533.0 | $ | 158.9 | March 2025 - December 2025 | |||||
| Committed lines for letters of credit | 155.0 | 80.7 | March 2025 - December 2025 | |||||||
| Non-committed lines | - | 47.0 | October 2025 | |||||||
| Total | $ | 688.0 | $ | 286.6 |
Restrictive Covenants
Our obligations under the credit agreements, the loan agreements, and the trust instrument governing the bonds described above, are unsecured, but we are subject to a negative pledge in favor of the banks and the other lenders and certain other restrictive covenants. These include, among other things, a prohibition on: (i) creating any floating charge or any permanent pledge, charge or lien over our assets without obtaining the prior written approval of the lender; (ii)
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guaranteeing the liabilities of any third-party without obtaining the prior written approval of the lender; and (iii) selling, assigning, transferring, conveying or disposing of all or substantially all of our assets, or a change of control in our ownership structure. Some of the credit agreements, the term loan agreements, and the trust instrument contain cross-default provisions with respect to other material indebtedness owed by us to any third-party. In some cases, we have agreed to maintain certain financial ratios, which are measured quarterly, such as: (i) equity of at least $750 million and in no event less than 25% of total assets; and (ii) 12-month debt, net of cash, cash equivalents, and short-term bank deposits to Adjusted EBITDA ratio not to exceed 6. As of December 31, 2024: (i) total equity was $2,550.9 million and the actual equity to total assets ratio was 45.0%; and (ii) the 12-month debt, net of cash and cash equivalents to Adjusted EBITDA ratio was 4.03. During the year ended December 31, 2024, we distributed interim dividends in an aggregate amount of $29.1 million. The failure to perform or observe any of the covenants set forth in such agreements, subject to various cure periods, would result in the occurrence of an event of default and would enable the lenders to accelerate all amounts due under each such agreement.
As described above, we are currently in compliance with our covenants with respect to the credit agreements, the loan agreements, except as described below, and the trust instrument, and believe that the restrictive covenants, financial ratios and other terms of any of our full-recourse bank credit agreements will not materially impact our business plan or operations.
As of December 31, 2024, we did not meet the dividend distribution criteria related to the financing liability (which was assumed by the Company as part of the purchase transaction with TG Geothermal Portfolio, LLC in July 2021), which resulted in certain equity distribution restrictions from this related subsidiary. The amount restricted for distribution by this subsidiary was $1.4 million as of December 31, 2024. There were no restrictions on the retained earnings or net income of Ormat Technologies, Inc., as the parent company, in respect of this matter, as of December 31, 2024.
Credit Agreements
Credit Agreement with MUFG Union Bank
Ormat Nevada has a credit agreement with MUFG Union Bank under which it has an aggregate available credit of up to $100.0 million as of December 31, 2024. The credit termination date is June 30, 2025.
The facility is limited to the issuance, extension, modification or amendment of letters of credit. Union Bank is currently the sole lender and issuing bank under the credit agreement, but is also designated as an administrative agent on behalf of banks that may, from time to time in the future, join the credit agreement as lenders. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured. There are various restrictive covenants under the credit agreement, which include a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0. As of December 31, 2024: (i) the actual 12-month debt to EBITDA ratio was 1.90; (ii) the 12-month DSCR was 5.32; and (iii) the distribution leverage ratio was 0.4. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of Union Bank. As of December 31, 2024, the covenants have been met.
As of December 31, 2024, letters of credit in the aggregate amount of $86.7 million were issued and outstanding under this credit agreement.
Credit Agreement with HSBC Bank USA N.A.
Ormat Nevada has a credit agreement with HSBC Bank USA, N.A for one year with annual renewals. The current expiration date of the facility under this credit agreement is October 31, 2025. On December 31, 2024, the aggregate amount available under the credit agreement was $35.0 million. This credit line is limited to the issuance, extension, modification or amendment of letters of credit. In addition, Ormat Nevada has an uncommitted discretionary demand line of credit in the aggregate amount of $65.0 million available for letters of credit including up to $20 million of credit. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured.
There are various restrictive covenants under the credit agreement, including a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0. As of December 31, 2024: (i) the
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actual 12-month debt to EBITDA ratio was 1.90; (ii) the 12-month DSCR was 5.32; and (iii) the distribution leverage ratio was 0.4. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of HSBC. As of December 31, 2024, the covenants have been met.
As of December 31, 2024, letters of credit in the aggregate amount of $34.8 million were issued and outstanding under the committed portion of this credit agreement and $36.9 million under the uncommitted portion of the agreement.
Future minimum payments
Future minimum payments under long-term obligations as of December 31, 2024, are detailed under the caption Contractual Obligations and Commercial Commitments, below.
Third-Party Debt
Our third-party debt consists of (i) non-recourse and limited-recourse project finance debt or acquisition financing that we or our subsidiaries have obtained for the purpose of developing and constructing, refinancing or acquiring our various projects; (ii) full-recourse debt incurred by us or our subsidiaries for general corporate purposes; (iii) convertible senior notes; (iv) commercial paper; (iv) financing liability assumed as part of the TG Geothermal Portfolio, LLC acquisition; and (v) short term revolving credit lines with banks. Further details related to our third-party debt are provided under Note 11 to the consolidated financial statements.
Non-recourse debt refers to debt involving debt repayments that are made solely from the power plant’s revenues (rather than our revenues or revenues of any other power plant) and generally are secured by the power plant’s physical assets, major contracts and agreements, cash accounts and, in many cases, our ownership interest in our affiliate that owns that power plant. These forms of financing are referred to as “project financing”.
In the event of a foreclosure after a default, our affiliate that owns the power plant would only retain an interest in the power plant assets, if any, remaining after all debts and obligations have been paid in full. In addition, incurrence of debt by a power plant may reduce the liquidity of our equity interest in that power plant because the equity interest is typically subject both to a pledge in favor of the power plant’s lenders securing the power plant’s debt and to transfer and change of control restrictions set forth in the relevant financing agreements.
Limited recourse debt refers to project financing as described above with the addition of our agreement to undertake limited financial support for our affiliate that owns the power plant in the form of certain limited obligations and contingent liabilities. These obligations and contingent liabilities may take the form of guarantees of certain specified obligations, indemnities, capital infusions and agreements to pay certain debt service deficiencies. Creditors of a project financing of a particular power plant may have direct recourse to us to the extent of these limited recourse obligations.
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Non-Recourse and Limited-Recourse Third-Party Debt:
| Balance as of | Annual | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan | Amount Issued | December 31, 2024 | Interest rate | Maturity Date | Related Project | Location | ||||||||||
| (Dollars in millions) | ||||||||||||||||
| Mammoth Senior Secured Notes | $ | 135.1 | $ | 129.2 | 6.73 | % | July, 2047 | Mammoth Complex | United States | |||||||
| Bottleneck Loan | 72.6 | 72.6 | 6.31 | November, 2039 | Bottleneck | United States | ||||||||||
| OFC 2 Senior Secured Notes – Series A | 151.7 | 56.2 | 4.69 | December, 2032 | McGinness Hills phase 1, Tuscarora | United States | ||||||||||
| OFC 2 Senior Secured Notes – Series B | 140.0 | 70.7 | 4.61 | December, 2032 | McGinness Hills phase 2 | United States | ||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 1 | 85.0 | 28.3 | 6.34 | December, 2030 | Olkaria III Complex | Kenya | ||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 2 | 180.0 | 58.2 | 6.29 | June, 2030 | Olkaria III Complex | Kenya | ||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 3 | 45.0 | 16.1 | 6.12 | December, 2030 | Olkaria III Complex | Kenya | ||||||||||
| Don A. Campbell Senior Secured Notes | 92.5 | 52.2 | 4.03 | September, 2033 | Don A. Campbell Complex | United States | ||||||||||
| Idaho Refinancing Note (1) | 61.6 | 55.9 | 6.26 | March, 2038 | Neal Hot Springs, Raft River | United States | ||||||||||
| U.S. Department of Energy loan (2) | 96.8 | 27.5 | 2.61 | February, 2035 | Neal Hot Springs | United States | ||||||||||
| Prudential Capital Group Nevada Loan | 30.7 | 23.0 | 6.75 | December, 2037 | San Emidio | United States | ||||||||||
| Platanares Loan with DFC | 114.7 | 63.5 | 7.02 | September, 2032 | Platanares | Honduras | ||||||||||
| Geothermie Bouillante (3) | 8.9 | 1.9 | 1.52 | March, 2026 | Geothermie Bouillante | Guadeloupe | ||||||||||
| Geothermie Bouillante (3) | 8.9 | 2.1 | 1.93 | April, 2026 | Geothermie Bouillante | Guadeloupe | ||||||||||
| Total | $ | 1,223.5 | $ | 657.4 |
(1) Secured by equity interest.
(2) Secured by the assets.
(3) Loan in Euros and issued amount is EUR 8.0 million
Full-Recourse Third-Party Debt:
| Amount | Balance as of | Annual | Maturity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan | Issued | December 31, 2024 | Interest rate | Date | ||||||||
| (Dollars in millions) | ||||||||||||
| Hapoalim 2024 Loan | $ | 75.0 | $ | 68.0 | 6.60% | January 2032 | ||||||
| HSBC Bank 2024 Loan (1) | 125.0 | 112.5 | 6.15 | January 2028 | ||||||||
| Mizrahi Loan | 75.0 | 51.6 | 4.10 | April 2030 | ||||||||
| Mizrahi Loan 2023 | 50.0 | 43.8 | 7.15 | October 2031 | ||||||||
| Hapoalim Loan | 125.0 | 62.5 | 3.45 | June 2028 |
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| Hapoalim 2023 Loan | 100.0 | 85.0 | 6.45 | February 2033 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| HSBC Loan | 50.0 | 28.6 | 3.45 | July 2028 | ||||||
| Discount Loan | 100.0 | 62.5 | 2.90 | September 2029 | ||||||
| Discount 2024 Loan | 31.8 | 29.8 | 6.75 | May 2032 | ||||||
| Discount 2024 II Loan (2) | 50.0 | 48.4 | SOFR+2.35% | September 2028 | ||||||
| Senior Unsecured Bonds Series 4 (3) | 289.8 | 192.2 | 3.35 | June 2031 | ||||||
| Senior Unsecured Loan 1 | 100.0 | 70.6 | 4.80 | March 2029 | ||||||
| Senior Unsecured Loan 2 | 50.0 | 35.3 | 4.60 | March 2029 | ||||||
| Senior Unsecured Loan 3 | 50.0 | 35.3 | 5.44 | March 2029 | ||||||
| DEG Loan 2 | 50.0 | 17.5 | 6.28 | June 2028 | ||||||
| DEG Loan 3 | 41.5 | 15.3 | 6.04 | June 2028 | ||||||
| DEG Loan 4 | 30.0 | 30.0 | 7.90 | June 2031 | ||||||
| Total | $ | 1,393.1 | $ | 988.9 |
(1) Interest rate includes the effect of the IR Swap as further described under Note 11 to the consolidated financial statements.
(2) The Discount 2024 II Loan bears an annual interest of 3-month Term SOFR plus 2.35%, but not less than Term SOFR of 2.5%.
(3) Bonds issued in total aggregate principal amount of NIS 1.0 billion.
Other Third-Party Debt
| Balance as of | Annual | Maturity | ||||||
|---|---|---|---|---|---|---|---|---|
| Loan | December 31, 2024 | Interest Rate | Date | |||||
| (Dollar in millions) | ||||||||
| Financing Liability - Dixie Valley (1) | $ | 220.6 | 6.11% | June 2038 | ||||
| Convertible Senior Notes (2) | 476.4 | 2.50 | July 2027 | |||||
| Commercial Paper (3) | 100.0 | * (3) | * (3) | |||||
| (1) Final maturity date of the financing liability is assuming execution of the buy-out option in June 2038. | ||||||||
| (2) The Notes mature in July 2027, unless earlier converted, redeemed or repurchased. | ||||||||
| (3) The Commercial Paper was issued on October 23, 2023 for a period of 90 days and extends automatically for additional 90-day periods for up to five years, unless the Company notifies the participants otherwise or a notice of termination is provided by the participants in accordance with the provisions of the Commercial Paper Agreement. The Commercial Paper bears an annual interest of three months SOFR +1.1% which will be paid at the end of each 90-day period. As of December 31, 2024, the base rate was 4.6%. |
For additional description of our long-term debt, see Note 11, Long-term Debt, Credit Agreements and Financial Liability to our consolidated financial statements, set forth in Item 8 of this Annual Report.
On February 2, 2025, we entered into a definitive loan agreement with Mizrahi Bank under which the bank provided a loan in an aggregate principal amount of $50 million. The outstanding principal amount of the this loan will be repaid in 16 semi-annual payments of $3.1 million each, commencing on October 15, 2025. The duration of the loan is 8 years and it bears interest of 6-month SOFR+2.35%, payable every six months. For additional description of our long-term debt entered into subsequent to December 31, 2024, see Note 22 - Subsequent events, to our consolidated financial statements, set forth in Item 8 of this Annual Report.
Liquidity Impact of Uncertain Tax Positions
As discussed in Note 16 - Income Taxes, to our consolidated financial statements set forth in Item 8 of this Annual Report, we have a liability associated with unrecognized tax benefits and related interest and penalties in the amount of approximately $6.3 million as of December 31, 2024. This liability is included in long-term liabilities in our consolidated balance sheet, because we generally do not anticipate that settlement of the liability will require payment of cash within the
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next 12 months. We are not able to reasonably estimate when we will make any cash payments required to settle this liability.
Dividends
We have adopted a dividend policy pursuant to which we currently expect to distribute at least 20% of our annual profits available for distribution by way of quarterly dividends. In determining whether there are profits available for distribution, our Board will take into account our business plan and current and expected obligations, and no distribution will be made that in the judgment of our Board would prevent us from meeting such business plan or obligations.
The following are the dividends declared by us during the past two years, as of December 31, 2024:
| Date Declared | Dividend Amount per Share | Record Date | Payment Date | ||||
|---|---|---|---|---|---|---|---|
| February 22, 2023 | $ | 0.12 | March 8, 2023 | March 22, 2023 | |||
| May 9, 2023 | $ | 0.12 | May 23, 2023 | June 6, 2023 | |||
| August 2, 2023 | $ | 0.12 | August 16, 2023 | August 30, 2023 | |||
| November 8, 2023 | $ | 0.12 | November 22, 2023 | December 6, 2023 | |||
| February 21, 2024 | $ | 0.12 | March 6, 2024 | March 20, 2024 | |||
| May 8, 2024 | $ | 0.12 | May 22, 2024 | June 5, 2024 | |||
| August 6, 2024 | $ | 0.12 | August 20, 2024 | September 3, 2024 | |||
| November 6, 2024 | $ | 0.12 | November 20, 2024 | December 4, 2024 | |||
| February 26, 2025 | $ | 0.12 | March 12, 2025 | March 26, 2025 |
Historical Cash Flows
The following table sets forth the components of our cash flows for the relevant periods indicated:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| (Dollars in thousands) | ||||||||||
| Net cash provided by operating activities | $ | 410,919 | $ | 309,401 | $ | 280,974 | ||||
| Net cash used in investing activities | (780,254) | (628,343) | (523,406) | |||||||
| Net cash provided by financing activities | 287,916 | 379,964 | 126,273 | |||||||
| Translation adjustments on cash and cash equivalents | (579) | 72 | (609) | |||||||
| Net change in cash and cash equivalents and restricted cash and cash equivalents | $ | (81,998) | $ | 61,094 | $ | (116,768) |
For the Year Ended December 31, 2024
Net cash provided by operating activities for the year ended December 31, 2024 was $410.9 million, compared to $309.4 million for the year ended December 31, 2023, representing a net increase of $101.5 million. Net cash provided by operating activities for the year ended December 31, 2024, was primarily attributable to net income of $131.2 million adjusted for certain non-cash items such as depreciation and amortization, stock-based compensation, and income attributable to sale of tax benefits, among others, as well as primarily by: (i) cash inflow related to the net decrease in trade receivables of $27.2 million, due to the timing of collection from our customers; (ii) a net increase in accounts payable and accrued expenses of $11.4 million as a result of timing of payments to our suppliers, and a payment related to recovery of damages received from a third-party battery systems supplier as part of a settlement agreement; (iii) a net increase in prepaid expenses and other of $8.5 million, primarily as a result of timing of prepayments to our suppliers and governmental authorities; and (iv) a net decrease of $6.9 million in inventory, primarily related to the progress of our Product projects and timing of allocating costs to such projects. This increase was partially offset a net increase of $32.3 million in costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts, as a result of timing of billing to our customers, and a net increase in deposit and others of $4.5 million related to timing of payment deposits required for ongoing operations. Net cash provided by operating activities for the year ended December 31, 2023, was primarily attributable net income of $133.1 million adjusted
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for certain non-cash items such as depreciation and amortization, stock-based compensation, and income attributable to sale of tax benefits, among others, as well as by primarily: (i) a net increase in accounts payable and accrued expenses of $68.6 million, primarily as a result of timing of payments to our suppliers; (ii) a net decrease of $7.9 million in costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts, as a result of timing of billing to our customers; and (iii) an increase of $10.7 million in other liabilities, net, primarily as a result of of a prepayment made by one of our customers. This increase was partially offset by: (i) a net increase of $97.6 million in trade receivables due to timing of collection from our customers; (ii) a net increase in inventory of $22.2 million, primarily related to the progress of our product projects and timing of allocating costs to such projects; and (iii) a net increase of $7.9 million in prepaid expenses and other primarily as a result of timing of prepayments to our supplier and governmental authorities
Net cash used in investing activities for the year ended December 31, 2024 was $780.3 million, compared to $628.3 million for the year ended December 31, 2023. The principal factors that affected the increase in our net cash used in investing activities during the year ended December 31, 2024 were: (i) capital expenditures of $487.7 million in 2024 compared to $618.4 million in 2023, primarily for our geothermal power plants and storage facilities under construction that support our growth plan; (ii) cash consideration paid in the purchase transaction with EGPNA of $274.6 million in 2024, compared to none in 2023; and (iii) cash outflow for investments in unconsolidated companies of $19.0 million in 2024, compared to $10.2 million in 2023.
Net cash provided by financing activities for the year ended December 31, 2024 was $287.9 million, compared to $380.0 million for the year ended December 31, 2023. The principal factors that affected the decrease in net cash provided by financing activities during the year ended December 31, 2024 were: (i) net proceeds of $514.6 million from long-term loans entered into during the period such as the Hapoalim 2024 Loan, the HSBC 2024 Loan, the Mammoth Senior Secured Notes, the DEG 4 Loan, the Discount 2024 Loan, the Discount 2024 II Loan, and the Bottleneck Loan; (ii) net proceeds of $44.0 million related to proceeds from issuance of the Additional Notes; and (iii) cash received from noncontrolling interest in the amount of $12.3 million. These cash inflows were partially offset by: (i) scheduled repayments of long-term debt in the amount of $209.3 million; (ii) cash dividend payments of $29.1 million; (iii) cash paid persuant to a transaction with noncontrolling interest of $9.8 million; and (iv) net repayments of revolving credit lines with banks of $20.0 million. The principal factors that affected our net cash provided by financing activities during the year ended December 31, 2023 were: (i) net proceeds from issuance of common stock of $341.7 million; (ii) net proceeds from issuance of long-term loans of $149.8 million; (iii) net proceeds of $100.0 million from issuance of commercial paper; and (iii) net proceeds from revolving credit lines with banks of $20.0 million. These cash inflows were partially offset by: (i) scheduled repayments of long-term debt in the amount of $207.0 million; (ii) cash outflow related to a transaction with noncontrolling interest of $30.0 million; and (iii) cash dividend payments of $28.4 million.
For the Year Ended December 31, 2023
A discussion of changes in our cash flows in 2023 compared to 2022 has been omitted from this Form10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024, which is incorporated by reference herein. This Form 10-K is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Total EBITDA and Adjusted EBITDA
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 not designated as hedging instruments; (ii) stock-based compensation; (iii) merger and acquisition transaction costs; (iv) gain or loss from extinguishment of liabilities; (v) costs related to a settlement agreement; (vi) non-cash impairment charges; (vii) write-off of unsuccessful exploration and storage 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 U.S., 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.
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This information should not be considered in isolation from, or as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP or other non-GAAP financial measures.
Net income for the year ended December 31, 2024 was $131.2 million, compared to $133.1 million for the year ended December 31, 2023 and $77.8 million for the year ended December 31, 2022.
Adjusted EBITDA for the year ended December 31, 2024 was $550.5 million, compared to $481.7 million for the year ended December 31, 2023 and $435.5 million for the year ended December 31, 2022.
The following table reconciles net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| (Dollars in thousands) | ||||||||||
| Net income | $ | 131,241 | $ | 133,137 | $ | 77,795 | ||||
| Adjusted for: | ||||||||||
| Interest expense, net (including amortization of deferred financing costs) | 126,148 | 86,898 | 84,326 | |||||||
| Income tax provision (benefit) | (16,289) | 5,983 | 14,742 | |||||||
| Adjustment to investment in unconsolidated companies: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla and Ijen | 17,637 | 16,069 | 13,199 | |||||||
| Depreciation, amortization and accretion | 259,151 | 221,415 | 198,603 | |||||||
| EBITDA | 517,888 | 463,502 | 388,665 | |||||||
| Mark-to-market on derivative instruments | 856 | (2,206) | 1,613 | |||||||
| Stock-based compensation | 20,197 | 15,478 | 11,646 | |||||||
| Make-whole premium related to long-term debt prepayment | — | — | 1,102 | |||||||
| Reversal of a contingent liability related to a business combination transaction | — | — | (1,829) | |||||||
| Allowance for bad debts | 355 | — | 115 | |||||||
| Impairment of long-lived assets | 1,280 | — | 32,648 | |||||||
| Write-off of unsuccessful exploration and storage activities | 3,930 | 3,733 | 828 | |||||||
| Merger and acquisition transaction costs | 1,949 | 1,234 | 675 | |||||||
| Legal fees related to a settlement agreement with a third-party battery systems supplier | 4,000 | — | — | |||||||
| Adjusted EBITDA | $ | 550,455 | $ | 481,741 | $ | 435,463 |
Adjusted EBITDA for fiscal year 2024 increased by 14.3% compared to fiscal year 2023, primarily due to an increase in operating income of $5.9 million, or 4%, together with an increase in income attributable to sale of tax benefits of $11.9 million, or 19%. EBITDA and Adjusted EBITDA include our proportionate share (12.75%) of Sarulla's EBITDA and Adjusted EBITDA, respectively. On May 2014, the Sarulla consortium (“SOL”) closed $1,170 million in financing. As of December 31, 2024, the credit facility has an outstanding balance of $717.6 million. Our proportionate share in the SOL credit facility is $91.5 million. See Note 5, investment in unconsolidated companies to the consolidated financial statements for further information relating to our investment in the Sarulla consortium.
Exposure to Market Risks
We, like other power plant operators, are exposed to electricity price volatility risk. Our exposure to such market risk is currently limited because the majority of our long-term PPAs have fixed or escalating rate provisions that limit our exposure to changes in electricity prices, except for 25 MW PPA for the Puna complex. Our energy storage projects sell primarily on a "merchant" basis and are exposed to changes in the electricity market prices. The Puna Complex is currently
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benefiting from energy prices which are higher than the floor under the 25 MW PPA for the Puna Complex as a result of higher fuel costs that impact HELCO's avoided cost. In 2024, the HPUC approved a new PPA for our Puna power plant, which has a fixed energy price with no escalation and de-links it from oil prices, as discussed above.
As of December 31, 2024, 97.9% of our consolidated long-term debt was at fixed interest rates and therefore was not subject to interest rate volatility risk. Additionally, our short-term commercial paper, which was issued on October 23, 2023, bears an annual interest of three months SOFR +1.1%, and therefore presents an exposure to interest rate volatility. The outstanding amount of the short-term commercial paper as of December 31, 2024 was $100.0 million.
Our cash equivalents are subject to interest rate risk. We currently maintain our surplus cash in short-term, interest-bearing bank deposits, money market funds, corporate bonds and debt securities available for sale (with a minimum investment grade rating of A+ by Standard & Poor’s Ratings Services).
We are also exposed to foreign currency exchange risk, in particular the fluctuation of the U.S. dollar versus the New Israeli Shekels ("NIS") in Israel, the Euro in Guadeloupe, and the New-Zealand Dollar in respect with our operation there. Risks attributable to fluctuations in currency exchange rates can arise when we, or any of our foreign subsidiaries, borrow funds or incur operating or other expenses in one type of currency but receive revenues in another. In such cases, an adverse change in exchange rates can reduce such subsidiary’s ability to meet its debt service obligations, reduce the amount of cash and income we receive from such foreign subsidiary, or increase such subsidiary’s overall expenses. In Kenya, the tax related asset and liability are recorded in Kenyan Shillings ("KES"), therefore, any change in the exchange rate in the KES versus the U.S. dollar has an impact on our financial results. Risks attributable to fluctuations in the foreign currency exchange rates can also arise when the currency denomination of a particular contract is not the U.S. dollar. Substantially all of our PPAs in the international markets are either U.S. dollar-denominated or linked to the U.S. dollar except for our operations on Guadeloupe, where we own and operate the Bouillante power plant which sells its power under a Euro-denominated PPA with Électricité de France S.A. Our construction contracts from time to time contemplate costs which are incurred in local currencies. The way we often mitigate such risk is to receive part of the proceeds from the contract in the currency in which the expenses are incurred. Currently, we have forward and cross-currency swap contracts in place to reduce our NIS/U.S. dollar currency exposure related to our Senior Unsecured Bonds - Series 4, as detailed below, and expect to continue to use currency exchange and other derivative instruments to the extent we deem such instruments to be the appropriate tool for managing such exposure.
On July 1, 2020, we concluded an auction tender and accepted subscriptions for senior unsecured bonds comprised of NIS 1.0 billion aggregate principal amount (the “Senior Unsecured Bonds - Series 4”). The Senior Unsecured Bonds - Series 4 were issued in New Israeli Shekels and converted to approximately $290 million using a cross-currency swap transaction shortly after the completion of such issuance. In June 2022, we issued $431.3 million aggregate principal amount of our 2.5% convertible senior notes due in 2027. The Notes bear annual interest of 2.5%, payable semiannually in arrears, and mature on July 15, 2027, unless earlier converted, redeemed or repurchased. In July 2024, we issued an additional $45.2 million aggregate principal amount of our 2.50% convertible senior notes due 2027 under the same terms.
We performed a sensitivity analysis on the fair values of our long-term debt obligations, commercial paper, and foreign currency exchange forward contracts. The foreign currency exchange forward contracts listed below principally relate to trading activities. The sensitivity analysis involved increasing and decreasing forward rates at December 31, 2024 and 2023 by a hypothetical 10% and calculating the resulting change in the fair values.
At this time, the development of our strategic plan has not exposed us to any additional market risk. However, as the implementation of the plan progresses, we may be exposed to additional or different market risks.
The results of the sensitivity analysis calculations as of December 31, 2024 and 2023 are presented below:
| Assuming a 10% Increase in Rates | Assuming a 10% Decrease in Rates | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, | As of December 31, | |||||||||||||||||
| Risk | 2024 | 2023 | 2024 | 2023 | Change in the Fair Value of | |||||||||||||
| (In thousands) | ||||||||||||||||||
| Foreign Currency | $ | (700) | $ | (3,191) | $ | 2,078 | $ | 3,901 | Foreign Currency Forward Contracts | |||||||||
| Interest Rate | (2,986) | — | 3,180 | — | Bottleneck Loan | |||||||||||||
| Interest Rate | (5,096) | — | 5,469 | — | Mammoth Senior Secured Notes | |||||||||||||
| Interest Rate | (574) | (754) | 584 | 769 | Mizrahi Loan | |||||||||||||
| Interest Rate | (886) | (1,090) | 914 | 1,127 | Mizrahi Loan 2023 |
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| Assuming a 10% Increase in Rates | Assuming a 10% Decrease in Rates | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, | As of December 31, | |||||||||||||
| Risk | 2024 | 2023 | 2024 | 2023 | Change in the Fair Value of | |||||||||
| Interest Rate | (679) | (1,080) | 691 | 1,105 | Hapoalim Loan | |||||||||
| Interest Rate | (1,708) | (2,142) | 1,762 | 2,216 | Hapoalim 2023 Loan | |||||||||
| Interest Rate | (1,295) | — | 1,333 | — | Hapoalim 2024 Loan | |||||||||
| Interest Rate | (289) | (462) | 294 | 473 | HSBC Loan | |||||||||
| Interest Rate | (1,213) | — | 1,233 | — | HSBC Bank 2024 Loan | |||||||||
| Interest Rate | (759) | (1,067) | 776 | 1,093 | Discount Loan | |||||||||
| Interest Rate | (599) | — | 617 | — | Discount 2024 Loan | |||||||||
| Interest Rate | (851) | — | 871 | — | Discount 2024 II Loan | |||||||||
| Interest Rate | (9,275) | (3,292) | 9,882 | 3,401 | Financing Liability | |||||||||
| Interest Rate | (2,617) | (3,158) | 2,704 | 3,271 | OFC 2 LLC Senior Secured Notes | |||||||||
| Interest Rate | (1,909) | (2,532) | 1,965 | 2,617 | Olkaria III Loan - DFC | |||||||||
| Interest Rate | (924) | — | 960 | — | DEG 4 Loan | |||||||||
| Interest Rate | (3,542) | (4,593) | 3,661 | 4,762 | Senior Unsecured Bonds | |||||||||
| Interest Rate | (240) | (379) | 245 | 390 | Olkaria III plant 4 - DEG 2 | |||||||||
| Interest Rate | (197) | (313) | 201 | 321 | DEG 3 Loan | |||||||||
| Interest Rate | (1,142) | (1,334) | 1,189 | 1,392 | DAC 1 Senior Secured Notes | |||||||||
| Interest Rate | (2,491) | (3,230) | 2,561 | 3,337 | Senior Unsecured Loan (Migdal) | |||||||||
| Interest Rate | (835) | (913) | 886 | 971 | Prudential - NV | |||||||||
| Interest Rate | (583) | (667) | 603 | 691 | DOE Loan | |||||||||
| Interest Rate | (2,026) | (2,239) | 2,164 | 2,399 | Prudential - Idaho Refinancing | |||||||||
| Interest Rate | (1,517) | (1,854) | 1,574 | 1,929 | Platanares Loan - DFC Loan | |||||||||
| Interest Rate | (22) | (151) | 22 | 152 | Commercial paper | |||||||||
| Interest Rate | (17) | (54) | 17 | 55 | Other long-term loans |
Effect of Inflation
Over the last four years, although to a lesser extent during 2024, we experienced an increase in the overall operating and other costs as a result of higher inflation rates, in particular in the U.S. In addition, we are experiencing an increase in raw material costs and supply chain delays, which may put an additional pressure on our operating margins in the Product segment and continues to increase our cost to build our own power plants and energy storage assets. To address the possibility of rising inflation, some of our contracts include certain provisions that mitigate inflation risk.
In connection with the Electricity segment, none of our U.S. PPAs, including the SCPPA Portfolio PPA, are directly linked to the Consumer Price Index ("CPI"). Inflation may directly impact an expense we incur for the operation of our projects, thereby increasing our overall operating costs and reducing our profit and gross margin. The negative impact of inflation would be partially offset by price adjustments built into some of our PPAs that could be triggered upon such occurrences. In addition to the Puna rates that are impacted by higher commodity prices, the energy payments pursuant to our PPAs for some of our power plants such as the Brady power plant, the Steamboat 2 and 3 power plants and the McGinness Complex increase every year through the end of the relevant terms of such agreements, although such increases are not directly linked to the CPI or any other inflationary index. Lease payments are generally fixed, while royalty payments are generally calculated as a percentage of revenues and therefore are not significantly impacted by inflation. In our Product segment, inflation may directly impact fixed and variable costs incurred in the construction of third-party power plants, thereby lowering our profit margins at the Product segment. We are more likely to be able to offset long term, all or part of this inflationary impact through our project pricing. With respect to power plants that we build for our own electricity production, inflationary pricing may impact our operating costs which may be partially offset in the pricing of the new long-term PPAs that we negotiate.
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Interest rate increases for both short-term and long-term debt have increased sharply. Although our outstanding debt bears fixed interest rates, as we refinance it, or borrow additional amounts, we may incur additional interest expense versus expiring loans.
In recent months, we see a slowdown in inflation rates and increases in raw materials costs that we believe have returned to normal levels.
Contractual Obligations and Commercial Commitments
The following tables set forth our material contractual obligations as of December 31, 2024 :
| Payments Due by Period | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | ||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Long-term debt and financing liability - principal | $ | 2,344,746 | $ | 235,665 | $ | 240,258 | $ | 712,402 | $ | 263,123 | $ | 241,419 | $ | 651,878 | ||||||||||||
| Interest on long-term debt and financing liability (1) | 709,223 | 122,735 | 110,141 | 92,206 | 72,601 | 57,663 | 253,877 | |||||||||||||||||||
| Finance lease obligations | 3,075 | 1,475 | 1,098 | 340 | 152 | 10 | — | |||||||||||||||||||
| Operating lease obligations | 39,343 | 4,460 | 3,101 | 2,600 | 2,531 | 2,399 | 24,252 | |||||||||||||||||||
| Benefits upon retirement (2) | 4,192 | 447 | — | 69 | 424 | 412 | 2,840 | |||||||||||||||||||
| Asset retirement obligation | 129,651 | 658 | — | — | — | — | 128,993 | |||||||||||||||||||
| Purchase commitments (3) | 408,231 | 408,231 | — | — | — | — | — | |||||||||||||||||||
| Commercial paper (4) | 100,000 | 100,000 | — | — | — | — | — | |||||||||||||||||||
| $ | 3,738,461 | $ | 873,671 | $ | 354,598 | $ | 807,618 | $ | 338,831 | $ | 301,903 | $ | 1,061,840 |
(1)See interest rates and maturity dates under Liquidity and Capital Resources section above.
(2)The above amounts were determined based on employees’ current salary rates and the number of years’ service that will have been accumulated at their expected retirement date.
(3)We purchase raw materials for inventories, construction-in-process and services from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequate supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure goods and services based upon specifications defined by us, or that establish parameters defining our requirements. At December 31, 2024, total obligations related to such supplier agreements were approximately $408.2 million (approximately $233.2 million of which relate to construction-in-process). All such obligations are payable in 2025.
(4)The Commercial Paper was issued for a period of 90 days and extends automatically for additional 90 day periods for up to five years, unless the Company notifies the participants otherwise or a notice of termination is provided by the participants in accordance with the provisions of the Commercial Paper Agreement. The Commercial Paper bears an annual interest of three months SOFR +1.1% which will be paid at the end of each 90-day period. As of December 31, 2024, the base rate was 4.6%.
The table above does not reflect unrecognized tax benefits of $6.3 million, the timing of which is uncertain. Refer to Note 16 to our consolidated financial statements set forth in Item 8 of this Annual Report for additional discussion of unrecognized tax benefits. The above table also does not reflect a liability associated with the sale of tax benefits of $152.3 million, and other long-term liabilities of $29.3 million, primarily related to a prepayment from one of our customers. Refer to Note 12 to our consolidated financial statements as set forth in Item 8 of this Annual Report for additional discussion of our liability associated with the sale of tax benefits.
Concentration of Credit Risk
Our credit risk is currently concentrated with the following major customers: Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy), SCPPA, and KPLC. If any of these electric utilities fail to make payments under their respective PPAs with us, such failure would have a material adverse impact on our financial condition. Also, by implementing our multi-year strategic plan we may be exposed, by expanding our customer base, to different credit profile customers than our current customers.
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The Company's revenues from its primary customers as a percentage of total revenues are as follows:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||
| Southern California Public Power Authority (“SCPPA”) | 20.6 | % | 21.2 | % | 21.5 | % | ||
| Sierra Pacific Power Company and Nevada Power Company | 15.1 | 14.1 | 16.9 | |||||
| Kenya Power and Lighting Co. Ltd. ("KPLC") | 13.0 | 13.2 | 14.4 |
We have historically been able to collect on substantially all of our receivable balances. As of December 31, 2024, the amount overdue from KPLC in Kenya was $38.3 million of which $20.0 million was paid in January and February of 2025. The Company believes it will be able to collect all past due amounts in Kenya. This belief is supported by the fact that in addition to KPLC's obligations under its power purchase agreement, the Company holds a support letter from the Government of Kenya that covers certain cases of KPLC non-payment (such as non-payments that are caused by government actions and/or political events).
In Honduras, as of December 31, 2024, the total amount overdue from ENEE was $16.2 million of which $2.5 million was collected in January and February of 2025. In addition, due to the financial situation in Honduras, the Company may experience additional delays in collection. The Company believes it will be able to collect all past due amounts in Honduras.
Government Grants and Tax Benefits
On August 16, 2022, the then President of the U.S. signed into law the Inflation Reduction Act of 2022 (the “IRA"), which is effective for taxable years beginning after December 31, 2022. The IRA included several tax incentives to promote climate change mitigation and clean energy, electric vehicles, battery and energy storage manufacture or purchase. Some of these measures may materially affect our consolidated financial statements, and we are in the process of evaluating the IRA and identifying potential effects of the IRA as more guidance is issued. Furthermore, the IRA introduces the following: (i) a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion over a three-year period; and (ii) an excise tax of 1% of the fair market value of any stock which is repurchased, reduced by any stock issued during the taxable year. The IRA also includes significant tax incentives for energy and climate initiatives related to Production Tax Credits (“PTC”) and Investment Tax Credits (“ITC”), including extending ITCs to energy storage projects for assets placed in service after December 31, 2022 and the ability to transfer or sell PTCs to other taxpayers.
We are currently permitted to depreciate most of the cost of a new geothermal power plant. In cases where we claim ITCs, our tax basis in the plant that is eligible for depreciation is reduced by one-half of the ITC amount. In cases where we claim the PTC, there is no reduction in the tax basis for depreciation. Projects that were placed in service after September 27, 2017, could qualify for a 100% bonus depreciation with respect to its qualifying assets. After applying any depreciation bonus that is available, we are currently permitted to depreciate the remainder of our tax basis in the plant, if any, mostly over five years on an accelerated basis, meaning that more of the cost may be deducted in the first few years than during the remainder of the depreciation period. We will continue to analyze this new provision under the IRA and determine if an election is appropriate as it relates to our business needs. The new presidential administration may take action to revise, repeal, or otherwise modify existing rules and regulations, including various tax incentives, and the potential impact on the Company remains uncertain at this time. For more information, see Part I of this Annual Report, Item 1A “Risk Factors—Risks Related to Governmental Regulations, Laws and Taxation —The reduction, elimination or inability to monetize government incentives could adversely affect our business, financial condition, future results and cash flows.”
Ormat Systems received “Benefited Enterprise” status under Israel’s Law for Encouragement of Capital Investments, 1959 (the Investment Law), with respect to two of its investment programs through 2011. In January 2011, new legislation amending the Investment Law was enacted. Under the new legislation, a uniform rate of corporate tax will apply to all qualified income of certain industrial companies, as opposed to the previous law’s incentives that are limited to income from a “Benefited Enterprise” during their benefits period. As a result, we now pay a uniform corporate tax rate of 16% with respect to that qualified income. In January 2021, Ormat Systems received an approval from the Israeli Innovation Authority that it owns an "Innovation Promoting Enterprise" and therefore is eligible for a reduced corporate tax rate of 12% on its "Preferred Technological Income" for the tax years 2019 and 2020 (effective tax rate of approximately 13% for 2019 and 2020). The tax benefit of lower effective tax rate is reflected in the 2021 net income.
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FY 2023 10-K MD&A
SEC filing source: 0001437749-24-005322.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our results of operations, financial condition and liquidity in conjunction with our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report including information with respect to our plans and strategies for our business, statements regarding the industry outlook, our expectations regarding the future performance of our business, and the other non-historical statements contained herein are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” You should also review Item 1A — “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described herein or implied by such forward-looking statements.
General
Recent Developments
The most significant recent developments for our Company and business during 2023 and 2024 to date are described below.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In February 12, 2024, we announced that the Hawai‘i Public Utilities Commission (HPUC) approved two final amendments to the PPA between its subsidiary, PGV, and Hawaiian Electric. This decision enables PGV to contribute up to an additional 8 megawatts of clean, dispatchable renewable power to Hawai`i Island, elevating the contract maximum capacity to 46 MW, with a minimum contracted capacity set at 30 MW. The approval follows PGV’s completion and submission of its final EIS for operations in Puna, Hawai’i. The EIS was a condition set by the HPUC for approval of an amended and restated PPA that was submitted to the HPUC in December 2019. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In January 4, 2024 we announced the closing of the acquisition of a portfolio of geothermal and solar assets from Enel Green Power North America (EGPNA), a subsidiary of Enel SpA (ENEL.MI, LLC), that was announced in October 2023. Under the agreement, Ormat paid $272 million for 100% of the equity interest in the portfolio assets. The acquired portfolio includes two contracted operating geothermal power plants and one triple hybrid geothermal, solar PV and solar thermal power plant with a total geothermal capacity of approximately 40 MW and Solar PV of 20MW, two Solar assets with a total nameplate capacity of 40 MW, and two greenfield development assets. |
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| • | In December 12, 2023, we announced the signing of a 15-year Energy Storage Service Agreement (ESSA) with San Diego Community Power (SDCP), California’s second largest community choice aggregator, for the 20MW/40MWh Pomona 2 Battery Energy Storage System (BESS) located in Los Angeles County, California that has been operational since July 2023. This agreement marks the second tolling agreement in Ormat’s expanding portfolio, following the 2022 Bottleneck contract. These agreements contribute to the growth of a stable, profitable and predictable revenue stream for Ormat’s energy storage segment, with over 40% of the segment’s revenue expected to be contracted starting the second half of 2024. |
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| • | In December 6, 2023, we announced the signing of a 25-year Power Purchase Agreement (PPA) with Dominica Electricity Services Ltd. (DOMLEC) for the development of a 10 MW binary geothermal power plant in the Caribbean country of Dominica. The project is expected to be operational by the end of 2025. This agreement follows the Government of the Commonwealth of Dominica’s successful development of the geothermal reservoir in the Roseau Valley. At the end of the agreement term, ownership of the power plant will be transferred to the Government of the Commonwealth of Dominica. Ormat intends to finance the development through the issuance of concessional long-term debt with a below market interest rate. |
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| • | In October 2023, we entered into a partnership agreement with a private investor, under which the private investor acquired membership interests in the North Valley Geothermal power plant for an initial purchase price of approximately $43.1 million and for which it will pay additional installments that are expected to amount to approximately $6.1 million. The Company will continue to operate and maintain the power plant and will receive substantially all the attributable cash flow generated by the power plant, and the private investor will receive substantially all of the tax attributes of the project. |
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| • | In September 2023, we have signed new contracts with Mercury NZ Limited for the supply and Engineering, Procurement and Construction (EPC) of a new 56 MW (gross) geothermal power plant at Ngatamariki, New Zealand. Under the agreement with Mercury, the project will be an expansion of the existing 96 MW Ngatamariki geothermal power plant currently in operation, which was also built by the Company in 2012. The new power plant will be built on the same platform as the existing power plant and once in operation with the new Ormat Energy Converter (OEC), it will have a total output of over 150 MW (gross). |
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| • | In September 2023, we secured a new multi-year contract in partnership with Gotion High-Tech to supply batteries in support of our upcoming Energy Storage projects. Under this supply contract, Gotion will provide us with batteries at a capacity of up to 750MWh, with a variable pricing structure, partly linked to Lithium Carbonate prices. In addition to the signed agreement, we are discussing additional supply contracts and expansions to the existing signed agreement to provide the Company with U.S. domestic manufactured batteries from Gotion’s planned battery plant in Manteno, Illinois, which will allow us to benefit from higher Investment Tax Credits. |
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| • | In July 2023, we successfully commenced commercial operations of the Pomona project, a 20MW/40MWh Battery Energy Storage System (BESS) located in California, which provides capacity to Southern California Edison and ancillary services to the California Independent System Operator (CAISO) to support the electric grid in times of scarcity. |
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| • | In July 2023, we requested the Bureau of Land Management (BLM) to begin a supplemental National Environmental Policy Act (NEPA) review for the Company’s Dixie Meadows Geothermal Project. The Company has determined that its resources are more efficiently dedicated to Endangered Species Act (ESA) consultation within the context of additional review under NEPA. |
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| • | In July 2023, we signed a power purchase agreement with San Diego Community Power (SDCP) for the Arrowleaf Solar and Storage Facility. The Arrowleaf Solar and Storage Facility is located in Imperial County, California, adjacent to the Company’s operational Brawley geothermal facility and within the Imperial Irrigation District service territory. The project’s storage component will provide 35 MW/140 MWh of capacity and the solar component of the project will contribute 42 MW of clean energy to the grid. Under the terms of the 20-year power purchase agreement, the Company will provide SDCP with sustainable electricity generated by the Arrowleaf Solar and Storage Facility at predictable rates for customers. |
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| • | In June 2023, we successfully commenced commercial operations for two new battery storage facilities, adding a cumulative capacity of 43MW/43MWh. The projects include the Upton project, a 23MW/23MWh Battery Energy Storage System (BESS) located in Texas, which provides energy and ancillary services to the Electricity Reliability Council of Texas (ERCOT) and supports the electric grid in times of scarcity, and the Andover BESS project, a 20MW/20MWh located in New Jersey, which provides ancillary services to PJM. |
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| • | In June 2023, we signed agreements with Eastland Generation Limited (EGL) to build a 50MW power plant in New Zealand. EGL is a subsidiary of Eastland Group Limited and a regional infrastructure company. Under the terms of the agreement, the Company will design, build, commission and own the power plant. EGL will operate and maintain the power plant under a separate services arrangement. As part of the development agreement with EGL, the Company has granted EGL a contractual option to purchase the power plant at an agreed purchase price, subject to certain conditions. |
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| • | In May 2023, we successfully resumed operations at the Heber 1 power plant in California. This achievement comes after the plant temporarily shut down due to a fire incident that occurred in February 2022. The Heber complex, which includes Heber 1 and the repowered Heber 2, is generating now approximately 91MW. |
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| • | In May 2023, we completed a 6MW upgrade to the Dixie Valley power plant in Nevada, which allows the Company to maximize its favorable long-term power purchase agreement. The upgrade involved the replacement of pre-acquisition equipment with the Company’s state-of-the-art energy converters. In addition, we completed the 6 MW Brady solar facility that supply the auxiliary needs of the Brady geothermal power plant and thereby increasing the net geothermal power sold to the grid. |
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|---|---|---|
| • | In April and May of 2023, we commenced the commercial operation of two energy storage facilities, Howell and Bowling Green. The Howell BESS project, located in New Jersey, and the Bowling Green BESS project, located in Ohio, will add 7MW and 12MW of capacity respectively, and will be providing ancillary services to PJM. |
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|---|---|---|
| • | In April 2023, we commenced commercial operation of the North Valley geothermal power plant. The North Valley power plant provides 25 MW of geothermal power to NV Energy under a 25-year power purchase agreement to help meet NV Energy’s renewable targets and support increased customer demand for around-the-clock clean energy. |
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| • | In March 2023, we announced that we closed a public offering of 3,600,000 shares of our common stock at a price of $82.60 per share. In addition, the underwriters' exercised their option to purchase an additional 540,000 shares of common stock at the same price. We intend to use the $341.7 million net proceeds from the offering for general corporate purposes, including working capital and capital expenditures, and for potential acquisitions, including complementary businesses, technologies or assets. |
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| • | In January 2023, we, together with PT Medco Power Indonesia (“Medco Power”), signed a Financing Agreement with PT Sarana Multi Infrastruktur (Persero) (“SMI”) for the development of the Ijen Geothermal Power Plant. The Ijen power plant will be developed in stages and the first phase of development is expected to generate 34 MW in 2025. MCG, a jointly owned company between Medco Power (51% equity share) and us (49% equity share), will develop and operate the first geothermal power plant in East Java. We also signed a contract as a key contractor for the Ormat Energy Converter (“OEC") supply for this project and secured $32.1 million of our backlog. |
Opportunities, Trends and Uncertainties
Different trends, factors and uncertainties may impact our operations and financial condition, including many that we do not or cannot foresee. However, we believe that our results of operations and financial condition for the foreseeable future will be primarily affected by the following trends, factors and uncertainties that are from time to time also subject to market cycles:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | There has been increased demand for energy generated from geothermal and other renewable resources in the United States as costs for electricity generated from renewable resources have become more competitive. Much of this is attributable to legislative and regulatory requirements and incentives, such as state RPS and federal tax credits such as PTCs or ITCs (which are discussed in more detail in the section entitled “Government Grants and Tax Benefits” below). We believe that future demand for energy generated from geothermal and other renewable resources in the United States will be driven primarily by further commitment to, and implementation of, state RPS and greenhouse gas reduction initiatives. |
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| • | The U.S. federal government has taken, and we expect it to continue to take, certain actions which are supportive of the industry for climate solutions. In August 2022, the President of the United States signed into law the IRA of 2022. The IRA includes several tax incentives to promote climate change mitigation and clean energy, electric vehicles, battery and energy storage manufacture or purchase. The U.S. presidential administration has taken immediate steps at the federal level which we believe signify support for climate solutions, including, but not limited to, rejoining the Paris Climate Accords and re-establishing a social price on carbon used in cost/benefit analysis for policy making. We expect this new administration, combined with a closely divided Congress, will usher in additional regulations supportive of the markets in which we invest. |
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| • | We expect that a variety of local governmental initiatives will create new opportunities for the development of new projects with the potential to realize higher returns on our equity as well as to create additional markets for our products. These initiatives include the award of long-term contracts to independent power generators, the creation of competitive wholesale markets for selling and trading energy, capacity and related energy products and the adoption of programs designed to encourage “clean” renewable and sustainable energy sources. |
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| • | In the Product segment, we see new opportunities for business in the U.S., Asia Pacific and Central and South America. In addition, a new tariff structure was recently introduced in Turkey, which we expect should increase demand for new development. The new tariff includes incentives for local manufacturing and we are currently evaluating the tariff and implication on us. We have experienced increased competition from binary power plant equipment suppliers including the major steam turbine manufacturers. While we believe that we have a distinct competitive advantage based on our technology, accumulated experience and current worldwide share of installed binary generation capacity, an increase in competition may impact our ability to secure new purchase orders from potential customers. The increased competition may also lead to further reductions in the prices that we are able to charge for our binary equipment. |
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|---|---|---|
| • | In the markets in which we operate, particularly in the U.S, there have been higher rates of inflation over the last two years. While our U.S. contracts are not indexed to inflation, most of our international-based contracts are indexed to inflation. If inflation continues to increase in our markets, it may increase our expenses such that our profit margins could be adversely impacted. It may also increase the costs of some of our development projects that could negatively impact their competitiveness. |
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| • | Macroeconomic trends may result in adverse impacts on our business, and we continue to monitor these potential impacts, including potential economic recession, changes in the Federal Reserve’s monetary policy, as well as geopolitical risks, including the Ukraine-Russia and Israel-Hamas wars and further escalations thereof. Such scenarios and uncertainties may affect, among others, our operations and may limit our ability to produce and sell our products, and support our Electricity segment. |
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| • | Interest rate increases for both short-term and long-term debt have increased sharply. Although our outstanding debt bears fixed interest rates, as we refinance it, or borrow additional amounts, we may incur additional interest expense versus expiring loans. |
Revenues
Sources of Revenues
We generate our revenues from the sale of electricity from our geothermal and recovered energy-based power plants; the design, manufacture and sale of equipment for electricity generation; the construction, installation and engineering of power plant equipment; and the sale of energy storage services and electricity from our operating energy storage facilities.
Electricity Segment. Revenues attributable to our Electricity segment are derived from the sale of electricity from our power plants pursuant to long-term PPAs. While approximately 87.9% of our Electricity revenues for the year ended December 31, 2023 were derived from PPAs with fixed price components, we have variable price PPAs in Hawaii, which provide for payments based on the local utilities’ avoided cost. The avoided cost is the incremental cost that the power purchaser avoids by not having to generate such electrical energy itself or purchase it from others. In Hawaii, the prices paid for electricity pursuant to the 25 MW PPA for the Puna Complex in Hawaii change primarily as a result of variations in the price of oil as well as other commodities. In 2019, we signed a new PPA related to Puna with fixed prices, increased capacity and extended the term until 2052 that was approved recently by the PUC.
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Accordingly, our revenues from this power plant may fluctuate. Our Electricity segment revenues are also subject to seasonal variations, as more fully described in “Seasonality” below.
Our PPAs generally provide for energy payments alone, or energy and capacity payments. Generally, capacity payments are payments calculated based on the amount of time and capacity that our power plants are available to generate electricity. Energy payments, are payments calculated based on the amount of electrical energy delivered to the relevant power purchaser at a designated delivery point. Our most recent PPAs generally provide for energy payments alone with an obligation to compensate the off-taker for its incremental costs as a result of shortfalls in our supply.
Product Segment. Revenues attributable to our Product segment are based on the sale of equipment, engineering, procurement and construction contracts and the provision of various services to our customers. Product segment revenues fluctuate between periods, primarily based on our ability to receive customer orders, the status and timing of such orders, delivery of raw materials and the completion of manufacturing. Larger customer orders for our products are typically the result of our sales efforts, our participation in, and winning tenders or requests for proposals issued by potential customers in connection with projects they are developing and orders by returning customers. Such projects often take a significant amount of time to design and develop and are subject to various contingencies, such as the customer’s ability to raise the necessary financing for a project. Consequently, we are generally unable to predict the timing of such orders for our products and may not be able to replace existing orders that we have completed with new ones. As a result, revenues from our Product segment fluctuate (sometimes extensively) from period to period.
Energy Storage Segment. Revenues attributable to our Energy Storage segment are generated by several grid-connected BESS facilities that we own and operate from selling energy, capacity and/or ancillary services in merchant markets like PJM Interconnect, ISO New England, ERCOT and CAISO. The revenues fluctuate over time since a large portion of such revenues are generated in the merchant markets, where price volatility is inherent. We recently signed a second long-term tolling agreement that will secure fixed revenues for our Pomona 2 20MW/40MWh project that follows similar contracts for the Bottleneck 80MW/320MWh project, both in California.
We are pursuing the development of additional grid-connected BESS projects in multiple regions, with expected revenues coming from providing energy, capacity and/or ancillary services on a merchant basis, and/or through bilateral fixed contracts with load serving entities, investor owned utilities, publicly owned utilities and community choice aggregators. We aim to balance merchant risk with long term tolling agreements and we may pursue financial instruments, where appropriate, to hedge some of the merchant risk
Our management assesses the performance of our operating segments differently. In the case of our Electricity segment, when making decisions about potential acquisitions or the development of new projects, management typically focuses on the internal rate of return of the relevant investment, technical and geological matters and other business considerations. Management evaluates our operating power plants based on revenues, expenses, and EBITDA, and our projects that are under development based on costs attributable to each such project. Management evaluates the performance of our Product segment based on the timely delivery of our products, performance quality of our products, and revenues and costs actually incurred to complete customer orders compared to the costs originally budgeted for such orders. We evaluate Energy Storage segment performance similar to the Electricity segment with respect to projects that we own and operate.
The following table sets forth a breakdown of our revenues for the years indicated:
| Revenues | % of Revenues for Period Indicated | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||
| Electricity | $ | 666,767 | $ | 631,727 | $ | 585,771 | 80.4 | % | 86.0 | % | 88.3 | % | ||||||||||||
| Product | 133,763 | 71,414 | 46,920 | 16.1 | 9.7 | 7.1 | ||||||||||||||||||
| Energy Storage | 28,894 | 31,018 | 30,393 | 3.5 | 4.2 | 4.6 | ||||||||||||||||||
| Total revenues | $ | 829,424 | $ | 734,159 | $ | 663,084 | 100.0 | % | 100.0 | % | 100.0 | % |
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Geographic Breakdown of Results of Operations
The following table sets forth the geographic breakdown of the revenues attributable to our Electricity, Product and Energy Storage segments for the years indicated:
| Revenues | % of Revenues for Period Indicated | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Electricity Segment: | ||||||||||||||||||||||||
| United States | $ | 473,323 | $ | 446,000 | $ | 404,303 | 71.0 | % | 70.6 | % | 69.0 | % | ||||||||||||
| International | 193,444 | 185,727 | 181,468 | 29.0 | 29.4 | 31.0 | ||||||||||||||||||
| Total | $ | 666,767 | $ | 631,727 | $ | 585,771 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
| Product Segment: | ||||||||||||||||||||||||
| United States | $ | 7,610 | $ | 7,037 | $ | 5,414 | 5.7 | % | 9.9 | % | 11.5 | % | ||||||||||||
| International | 126,153 | 64,377 | 41,506 | 94.3 | 90.1 | 88.5 | ||||||||||||||||||
| Total | $ | 133,763 | $ | 71,414 | $ | 46,920 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
| Energy Storage Segment: | ||||||||||||||||||||||||
| United States | $ | 28,894 | $ | 31,018 | $ | 30,393 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
| International | — | — | — | — | — | — | ||||||||||||||||||
| Total | $ | 28,894 | $ | 31,018 | $ | 30,393 | 100.0 | % | 100.0 | % | 100.0 | % |
In 2023, 2022 and 2021, 39%, 34% and 34% of our total revenues were derived from foreign locations, respectively, and our foreign operations had higher gross margins than our U.S. operations in each of those years. A substantial portion of international revenues came from Kenya and, to a lesser extent, from Honduras, Guadeloupe, Guatemala and other countries. Our operations in Kenya contributed disproportionately to gross profit and net income. The contribution to combined pre-tax income of our domestic and foreign operations within our Electricity segment and Product segment differ in a number of ways.
Electricity Segment. Our Electricity segment domestic revenues were approximately 71%, 71% and 69% of our total Electricity segment for the years ended December 31, 2023, 2022 and 2021, respectively. However, domestic operations have higher costs of revenues and expenses than our foreign operations. Our foreign power plants are located in lower-cost regions, like Kenya, Guatemala, Honduras and Guadeloupe, which favorably impact payroll, and maintenance expenses among other items. Our power plants in foreign locations are also newer than most of our domestic power plants and therefore tend to have lower maintenance costs and higher availability factors than our domestic power plants. Consequently, in 2023 and 2022, the international operations of the segment accounted for 44% and 43% of our total gross profits, 63% and 72% of our net income (assuming the majority of corporate operating expenses and financing are recorded under domestic jurisdiction) and 36% and 36% of our EBITDA, respectively.
Product Segment. Our Product segment foreign revenues were 94%, 90% and 88% of our total Product segment revenues for the years ended December 31, 2023, 2022 and 2021, respectively.
Energy Storage Segment. Our Energy Storage segment domestic revenues were 100.0% of our total Energy storage segment revenues for years ended December 31, 2023, 2022 and 2021, respectively.
Seasonality
Electricity generation from some of our geothermal power plants is subject to seasonal variations; in the winter, our power plants produce more energy primarily attributable to the lower ambient temperature, which has a favorable impact on the energy component of our Electricity segment revenues as the prices under many of our contracts are fixed throughout the year with no time-of-use impact. The prices paid for electricity under the PPAs for the Mammoth Complex and the North Brawley power plant in California, the Raft River power plant in Idaho, the Neal Hot Springs power plant in Oregon and the recently acquired Dixie Valley power plant in Nevada, are higher in the months of June through September. The higher payments payable under these PPAs in the summer months partially offset the negative impact on our revenues from lower generation in the summer attributable to a higher ambient temperature. As a result, we expect the revenues and gross profit in the winter months to be higher than the revenues and gross profit in the summer months and in general we expect the first and fourth quarters to generate higher revenues than the second and third quarters.
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Breakdown of Cost of Revenues
Electricity Segment
The principal cost of revenues attributable to our operating power plants are operation and maintenance expenses comprised of salaries and related employee benefits, equipment expenses, costs of parts and chemicals, costs related to third-party services, lease expenses, royalties, startup and auxiliary electricity purchases, property taxes, insurance, depreciation and amortization and, for some of our projects, purchases of make-up water for use in our cooling towers. In our California power plants, our principal cost of revenues also includes transmission charges and scheduling charges. In some of our Nevada power plants we also incur transmission and wheeling charges. Some of these expenses, such as parts, third-party services and major maintenance, are not incurred on a regular basis. This results in fluctuations in our expenses and our results of operations for individual power plants from quarter to quarter. Payments made to government agencies and private entities on account of site leases where power plants are located are included in cost of revenues. Royalty payments, included in cost of revenues, are made as compensation for the right to use certain geothermal resources and are paid as a percentage of the revenues derived from the associated geothermal rights. Royalties constituted approximately 4.6% and 4.8% of Electricity segment revenues for the years ended December 31, 2023 and 2022, respectively.
Product Segment
The principal cost of revenues attributable to our Product segment are materials, salaries and related employee benefits, expenses related to subcontracting activities, and transportation expenses. Sales commissions to sales representatives are included in selling and marketing expenses. Some of the principal expenses attributable to our Product segment, such as a portion of the costs related to labor, utilities and other support services are fixed, while others, such as materials, construction, transportation and sales commissions, are variable and may fluctuate significantly, depending on market conditions. As a result, the cost of revenues attributable to our Product segment, expressed as a percentage of total revenues, fluctuates. Another reason for such fluctuation is that in responding to bids for our products, we price our products and services in relation to existing competition and other prevailing market conditions, which may vary substantially from order to order.
Energy Storage Segment
The principal cost of revenues attributable to our Energy Storage segment are direct costs of the BESS that we own. Direct costs include the labor associated with operations and maintenance of owned BESS.
Critical Accounting Estimates and Assumptions
Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report. However, certain of our accounting policies are particularly important to an understanding of our financial position and results of operations. In applying these critical accounting estimates and assumptions, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. Such estimates are based on management’s historical experience, the terms of existing contracts, management’s observance of trends in the geothermal industry, information provided by our customers and information available to management from other outside sources, as appropriate. Such estimates are subject to an inherent degree of uncertainty and, as a result, actual results could differ from our estimates. Our critical accounting policies include:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Revenues and Cost of Revenues. Revenues generated from the construction of geothermal and recovered energy-based power plant equipment and other equipment on behalf of third parties (Product revenues) are recognized using the percentage of completion method, which requires estimates of future costs over the full term of product delivery. Such cost estimates are made by management based on prior operations and specific project characteristics and designs. If management’s estimates of total estimated costs with respect to our Product segment are inaccurate, then the percentage of completion is inaccurate resulting in an over- or under-estimate of revenue and gross margin. As a result, we review and update our cost estimates on significant contracts on a quarterly basis, and at least on an annual basis for all others, or when circumstances change and warrant a modification to a previous estimate. Changes in job performance, job conditions, and estimated profitability, including those arising from the application of penalty provisions in relevant contracts and final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined. Provisions for estimated losses relating to contracts are made in the period in which such losses are determined. Revenues generated from engineering and operating services and sales of products and parts are recorded once the service is provided or product delivered as the customer obtains control of the asset, as applicable. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Property, Plant and Equipment. We capitalize all costs associated with the acquisition, development and construction of power plant facilities. Major improvements are capitalized and repairs and maintenance (including major maintenance) costs are expensed. We estimate the useful life of our power plants to range between 15 and 30 years. Such estimates are made by management based on factors such as prior operations, the terms of the underlying PPAs, geothermal resources, the location of the assets and specific power plant characteristics and designs. Changes in such estimates could result in useful lives which are either longer or shorter than the depreciable lives of such assets. We periodically re-evaluate the estimated useful life of our power plants and revise the remaining depreciable life on a prospective basis. |
We capitalize costs incurred in connection with the exploration and development of geothermal resources beginning when we acquire land rights to the potential geothermal resource. Prior to acquiring land rights, we make an initial assessment that an economically feasible geothermal reservoir is probable on that land using available data and external assessments vetted through our exploration department and occasionally outside service providers. Costs incurred prior to acquiring land rights are expensed. It normally takes two to three years from the time we start active exploration of a particular geothermal resource to the time we have an operating production well, assuming we conclude the resource is commercially viable.
In most cases, we obtain the right to conduct our geothermal development and operations on land owned by the BLM, various states or with private parties. Once we acquire land rights to the potential geothermal resource, we perform additional activities to assess the commercial viability of the resource. Such activities include, among others, conducting surveys and other analysis, obtaining drilling permits, creating access roads to drilling sites, and exploratory drilling which may include temperature gradient holes and/or slim holes. Such costs are capitalized and included in construction-in-process. Once our exploration activities are complete, we finalize our assessment as to the commercial viability of the geothermal resource and either proceed to the construction phase for a power plant or abandon the site. If we decide to abandon a site, all previously capitalized costs associated with the exploration project are written off.
Our assessment of economic viability of an exploration project involves significant management judgment and uncertainties as to whether a commercially viable resource exists at the time we acquire land rights and begin to capitalize such costs. As a result, it is possible that our initial assessment of a geothermal resource may be incorrect and we will have to write off costs associated with the project that were previously capitalized. Due to the uncertainties inherent in geothermal exploration, historical impairments may not be indicative of future impairments. Included in construction-in-process are costs related to projects in exploration and development of $162.5 million and $95.3 million at December 31, 2023 and 2022, respectively.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of. We evaluate long-lived assets, such as property, plant and equipment and construction-in-process for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors which could trigger an impairment include, among others, significant underperformance relative to historical or projected future operating results, significant changes in our use of assets or our overall business strategy, negative industry or economic trends, a determination that an exploration project will not support commercial operations, a determination that a suspended project is not likely to be completed, a significant increase in costs necessary to complete a project, legal factors relating to our business or when we conclude that it is more likely than not that an asset will be disposed of or sold. |
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We test our operating plants that are operated together as a complex for impairment at the complex level because the cash flows of such plants result from significant shared operating activities. For example, the operating power plants in a complex are managed under a combined operation management generally with one central control room that controls all of the power plants in a complex and one maintenance group that services all of the power plants in a complex. As a result, the cash flows from individual plants within a complex are not largely independent of the cash flows of other plants within the complex. We test for impairment of our operating plants which are not operated as a complex, as well as our projects under exploration, development or construction that are not part of an existing complex, at the plant or project level. To the extent an operating plant becomes part of a complex in the future, we will test for impairment at the complex level.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. The significant assumptions that we use in estimating our undiscounted future cash flows include (i) projected generating capacity of the power plant and rates to be received under the respective PPA and (ii) projected operating expenses of the relevant power plant. Estimates of future cash flows used to test recoverability of a long-lived asset under development also include cash flows associated with all future expenditures necessary to develop the asset. If future cash flows are actually less than those used in such estimates, we may incur impairment losses in the future that could be material to our financial condition and/or results of operations.
If our assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We believe that for the year ended December 31, 2023, no impairment exists for any of our long-lived assets; however, estimates as to the recoverability of such assets may change based on revised circumstances. Estimates of the fair value of assets require estimating useful lives and selecting a discount rate that reflects the risk inherent in future cash flows.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Goodwill. Goodwill represents the excess of the fair value of consideration transferred in the business combination transactions over the fair value of tangible and intangible assets acquired, net of the fair value of liabilities assumed and the fair value of any noncontrolling interest in the acquisitions. Goodwill is not amortized but rather subject to a periodic impairment testing on an annual basis, which the Company performs on December 31 of each year, or if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Additionally, it is permitted to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. An entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative goodwill impairment test. This would not preclude the entity from performing the qualitative assessment in any subsequent period. The quantitative assessment compares the fair value of the reporting unit to its carrying value, including goodwill. Under ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), an entity should recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Obligations Associated with the Retirement of Long-Lived Assets. We record the fair market value of legal liabilities related to the retirement of our assets in the period in which such liabilities are incurred. These liabilities include our obligation to plug wells upon termination of our operating activities, the dismantling of our power plants upon cessation of our operations, and the performance of certain remedial measures related to the land on which such operations were conducted. When a new liability for an asset retirement obligation is recorded, we capitalize the costs of such liability by increasing the carrying amount of the related long-lived asset. Such liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. At retirement, we either settle the obligation for its recorded amount or report either a gain or a loss with respect thereto. Estimates of the costs associated with asset retirement obligations are based on factors such as prior operations, the location of the assets and specific power plant characteristics. We review and update our cost estimates periodically and adjust our asset retirement obligations in the period in which the revisions are determined. If actual results are not consistent with our assumptions used in estimating our asset retirement obligations, we may incur additional losses that could be material to our financial condition or results of operations. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Accounting for Income Taxes. Significant estimates are required to arrive at our consolidated income tax provision. This process requires us to estimate our actual current tax exposure and to make an assessment of temporary differences resulting from different treatments of items for tax and accounting purposes. Such differences result in deferred tax assets and liabilities which are included in our consolidated balance sheets. For those jurisdictions where the projected operating results indicate that realization of our net deferred tax assets is not more likely than not, a valuation allowance is recorded. |
We evaluate our ability to utilize the deferred tax assets quarterly and assess the need for a valuation allowance. In assessing the need for a valuation allowance, we estimate future taxable income, including the impacts of the enacted tax law, the feasibility of ongoing tax planning strategies and the realizability of tax credits and tax loss carryforwards. Valuation allowances related to deferred tax assets can be affected by changes in tax laws, statutory tax rates, and future taxable income. In the future, if there is insufficient evidence that we will be able to generate sufficient future taxable income in the United States, we may be required to record a valuation allowance, resulting in income tax loss in our Consolidated Statement of Operations.
In the ordinary course of business, there can be inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, which is greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information, we recognize between 0 to 100% of the tax benefit. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, we do not recognize any tax benefit in the consolidated financial statements. Resolution of uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition or results of operations.
New Accounting Pronouncements
See Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report for information regarding new accounting pronouncements.
Results of Operations
Our historical operating results in dollars and as a percentage of total revenues are presented below.
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||||
| (Dollars in thousands, except earnings per share data) | ||||||||||||
| Revenues: | ||||||||||||
| Electricity | $ | 666,767 | $ | 631,727 | $ | 585,771 | ||||||
| Product | 133,763 | 71,414 | 46,920 | |||||||||
| Energy storage | 28,894 | 31,018 | 30,393 | |||||||||
| Total revenues | 829,424 | 734,159 | 663,084 | |||||||||
| Cost of revenues: | ||||||||||||
| Electricity | 422,549 | 380,361 | 337,019 | |||||||||
| Product | 115,802 | 60,479 | 41,374 | |||||||||
| Energy storage | 27,055 | 24,495 | 20,353 | |||||||||
| Total cost of revenues | 565,406 | 465,335 | 398,746 | |||||||||
| Gross profit (loss) | ||||||||||||
| Electricity | 244,218 | 251,366 | 248,752 | |||||||||
| Product | 17,961 | 10,935 | 5,546 | |||||||||
| Energy storage | 1,839 | 6,523 | 10,040 | |||||||||
| Total gross profit | 264,018 | 268,824 | 264,338 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 7,215 | 5,078 | 4,129 | |||||||||
| Selling and marketing expenses | 18,306 | 16,193 | 15,199 | |||||||||
| General and administrative expenses | 68,179 | 61,274 | 75,901 | |||||||||
| Impairment of long-lived assets | — | 32,648 | — | |||||||||
| Write-off of unsuccessful exploration activities | 3,733 | 828 | — | |||||||||
| Business interruption insurance income | — | — | (248 | ) | ||||||||
| Operating income | 166,585 | 152,803 | 169,357 | |||||||||
| Other income (expense): | ||||||||||||
| Interest income | 11,983 | 3,417 | 2,124 | |||||||||
| Interest expense, net | (98,881 | ) | (87,743 | ) | (82,658 | ) | ||||||
| Derivatives and foreign currency transaction gains (losses) | (3,278 | ) | (6,044 | ) | (14,720 | ) | ||||||
| Income attributable to sale of tax benefits | 61,157 | 33,885 | 29,582 | |||||||||
| Other non-operating income (expense), net | 1,519 | (709 | ) | (134 | ) | |||||||
| Income from operations before income tax and equity in earnings (losses) of investees | 139,085 | 95,609 | 103,551 | |||||||||
| Income tax (provision) benefit | (5,983 | ) | (14,742 | ) | (24,850 | ) | ||||||
| Equity in earnings (losses) of investees | 35 | (3,072 | ) | (2,624 | ) | |||||||
| Net Income | 133,137 | 77,795 | 76,077 | |||||||||
| Net income attributable to noncontrolling interest | (8,738 | ) | (11,954 | ) | (13,985 | ) | ||||||
| Net income attributable to the Company's stockholders | $ | 124,399 | $ | 65,841 | $ | 62,092 | ||||||
| Earnings per share attributable to the Company's stockholders: | ||||||||||||
| Basic: | $ | 2.09 | $ | 1.17 | $ | 1.11 | ||||||
| Diluted: | $ | 2.08 | $ | 1.17 | $ | 1.10 | ||||||
| Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders: | ||||||||||||
| Basic | 59,424 | 56,063 | 56,004 | |||||||||
| Diluted | 59,762 | 56,503 | 56,402 |
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Results as a percentage of revenues
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||||
| Revenues: | ||||||||||||
| Electricity | 80.4 | % | 86.0 | % | 88.3 | % | ||||||
| Product | 16.1 | 9.7 | 7.1 | |||||||||
| Energy storage | 3.5 | 4.2 | 4.6 | |||||||||
| Total revenues | 100.0 | 100.0 | 100.0 | |||||||||
| Cost of revenues: | ||||||||||||
| Electricity | 63.4 | 60.2 | 57.5 | |||||||||
| Product | 86.6 | 84.7 | 88.2 | |||||||||
| Energy storage | 93.6 | 79.0 | 67.0 | |||||||||
| Total cost of revenues | 68.2 | 63.4 | 60.1 | |||||||||
| Gross profit (loss) | ||||||||||||
| Electricity | 36.6 | 39.8 | 42.5 | |||||||||
| Product | 13.4 | 15.3 | 11.8 | |||||||||
| Energy storage | 6.4 | 21.0 | 33.0 | |||||||||
| Total gross profit | 31.8 | 36.6 | 39.9 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 0.9 | 0.7 | 0.6 | |||||||||
| Selling and marketing expenses | 2.2 | 2.2 | 2.3 | |||||||||
| General and administrative expenses | 8.2 | 8.3 | 11.4 | |||||||||
| Impairment charge | 0.0 | 4.4 | 0.0 | |||||||||
| Write-off of unsuccessful exploration activities | 0.5 | 0.1 | 0.0 | |||||||||
| Business interruption insurance income | 0.0 | 0.0 | 0.0 | |||||||||
| Operating income | 20.1 | 20.8 | 25.5 | |||||||||
| Other income (expense): | ||||||||||||
| Interest income | 1.4 | 0.5 | 0.3 | |||||||||
| Interest expense, net | (11.9 | ) | (12.0 | ) | (12.5 | ) | ||||||
| Derivatives and foreign currency transaction gains (losses) | (0.4 | ) | (0.8 | ) | (2.2 | ) | ||||||
| Income attributable to sale of tax benefits | 7.4 | 4.6 | 4.5 | |||||||||
| Other non-operating income (expense), net | 0.2 | (0.1 | ) | — | ||||||||
| Income from continuing operations before income tax and equity in earnings (losses) of investees | 16.8 | 13.0 | 15.6 | |||||||||
| Income tax (provision) benefit | (0.7 | ) | (2.0 | ) | (3.7 | ) | ||||||
| Equity in earnings (losses) of investees | 0.0 | (0.4 | ) | (0.4 | ) | |||||||
| Net Income | 16.1 | 10.6 | 11.5 | |||||||||
| Net income attributable to noncontrolling interest | (1.1 | ) | (1.6 | ) | (2.1 | ) | ||||||
| Net income attributable to the Company's stockholders | 15.0 | % | 9.0 | % | 9.4 | % |
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Comparison of the year ended December 31, 2022 and the year ended December 31, 2021
A discussion of changes in our results of operations in 2022 compared to 2021 has been omitted from this Form10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 24, 2023, which is incorporated by reference herein. This Form 10-K for the fiscal year ended December 31, 2022 is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Comparison of the Year Ended December 31, 2023 and the Year Ended December 31, 2022
Total Revenues
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | Increase (Decrease) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||||
| Electricity segment revenues | $ | 666.8 | $ | 631.7 | $ | 35.0 | 5.5 | % | ||||||||
| Product segment revenues | 133.8 | 71.4 | 62.3 | 87.3 | ||||||||||||
| Energy Storage segment revenues | 28.9 | 31.0 | (2.1 | ) | (6.8 | ) | ||||||||||
| Total Revenues | $ | 829.4 | $ | 734.2 | $ | 95.2 | 13.0 | % |
For the year ended December 31, 2023, our total revenues increased by 13.0% from $734.2 million in 2022 to $829.4 million in 2023.
Electricity Segment
Revenues attributable to our Electricity segment for the year ended December 31, 2023 were $666.8 million, compared to $631.7 million for the year ended December 31, 2022, representing a 5.5% increase. This increase was mainly due to (i) $8.9 million related to the CD4 power plant which started commercial operation in July 2022; (ii) $8.8 million related to the North Valley power plant which started commercial operations in April 2023; (iii) $9.4 million related to the Heber 1 power plant which resumed operations in May 2023 after a temporary shutdown due to a fire incident that occurred in February 2022; (iv) $3.8 million related to the Tungsten 2 power plant which started commercial operation in April 2022, and (v) $8.6 million related to higher generation in Kenya and Guadeloupe. This increase was partially offset by $9.4 million related to lower revenues at the Puna power plant due to lower electricity prices and generation.
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During the years ended December 31, 2023 and 2022, our consolidated power plants generated 7,196,440 MWh and 6,661,775 MWh, respectively, an increase of 8.0%. The average prices during the years ended December 31, 2023 and 2022 were $92.7 and $94.8 per MWh, respectively.
For the year ended December 31, 2023, our Electricity segment generated 80.4% of our total revenues, compared to 86.0% in the previous year, while our Product segment generated 16.1% of our total revenues, compared to 9.7% in the previous year, and our Energy Storage segment generated 3.5% of our total revenues, compared to 4.2% in the previous year.
Product Segment
Revenues attributable to our Product segment for the year ended December 31, 2023 were $133.8 million, compared to $71.4 million for the year ended December 31, 2022, representing a 87.3% increase. The increase in our Product segment revenues was primarily due to two projects in New Zealand and one in Indonesia for which we recorded higher revenues in 2023 compared to 2022.
Energy Storage Segment
Revenues attributable to our Energy Storage segment for the year ended December 31, 2023 were $28.9 million compared to $31.0 million for the year ended December 31, 2022, representing a 6.8% decrease. This decrease was mainly attributable to lower revenues at PJM and CAISO facilities due to lower merchant rates in 2023 compared to 2022, offset by the new energy storage facilities which commenced commercial operation during 2023.
Total Cost of Revenues
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | Increase (Decrease) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||||
| Electricity segment cost of revenues | $ | 422.5 | $ | 380.4 | $ | 42.2 | 11.1 | % | ||||||||
| Product segment cost of revenues | 115.8 | 60.5 | 55.3 | 91.5 | ||||||||||||
| Energy Storage segment cost of revenues | 27.1 | 24.5 | 2.6 | 10.5 | ||||||||||||
| Total Cost of Revenues | $ | 565.4 | $ | 465.4 | $ | 100.1 | 21.5 | % |
Electricity Segment
Total cost of revenues attributable to our Electricity segment for the year ended December 31, 2023 was $422.5 million, compared to $380.4 million for the year ended December 31, 2022, representing an 11.1% increase. This increase was primarily attributable to: (i) the start of commercial operation of the CD4 power plant in July 2022, the North Valley power plant in April 2023, the Dixie Valley power plant upgrade in May 2023, and the Tungsten 2 power plant in April 2022; (ii) the Heber 1 power plant which resumed operations in May 2023 after a temporary shutdown due to a fire incident that occurred in February 2022, and; (iii) business interruption insurance income of $15.6 million recorded in the 2022, compared to only $6.3 million recorded in 2023.
As a percentage of total Electricity revenues, the total cost of revenues attributable to our Electricity segment for the year ended December 31, 2023 was 63.4%, compared to 60.2% for the year ended December 31, 2022. This increase was primarily attributable to higher operational costs in some of our power plants as well as the impact of business interruption insurance income as described above. The cost of revenues attributable to our international power plants was 18% of our Electricity segment cost of revenues for the year ended December 31, 2023.
Product Segment
Total cost of revenues attributable to our Product segment for the year ended December 31, 2023 was $115.8 million, compared to $60.5 million for the year ended December 31, 2022, representing a 91.5% increase from the prior year. This increase was primarily attributable to the increase in Product segment revenues, as discussed above. As a percentage of total Product segment revenues, our total cost of revenues attributable to our Product segment for the year ended December 31, 2023 was 86.6%, compared to 84.7% for the year ended December 31, 2022, which represents a lower gross profit on projects in 2023 compared to 2022.
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Energy Storage Segment
Cost of revenues attributable to our Energy Storage segment for the year ended December 31, 2023 were $27.1 million as compared to $24.5 million in the year ended December 31, 2022. This increase was mainly due to the addition of new energy storage systems to our commercially operating facilities in 2023.
Research and Development Expenses
Research and development expenses for the year ended December 31, 2023 were $7.2 million, compared to $5.1 million for the year ended December 31, 2022, represent a 42.1% increase. The increase is mainly attributable to the timing of new development projects that took place during the year ended December 31, 2023 compared to 2022.
Selling and Marketing Expenses
Selling and marketing expenses for the year ended December 31, 2023 were $18.3 million, compared to $16.2 million for the year ended December 31, 2022, representing a 13.0% increase. The increase was mainly due to the corresponding increase in Product segment revenues. Selling and marketing expenses constituted 2.2% of total revenues for the years ended December 31, 2023 and 2022.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2023 were $68.2 million, compared to $61.3 million for the year ended December 31, 2022, representing an 11.3% increase. The increase was primarily attributable to: (i) an increase in stock-based compensation of $3.6 million; (ii) an increase in tax services of $2.5 million primarily related to tax planning and services related to the sale of tax benefits transactions; (iii) an increase in legal consulting of $1.7 million related to ongoing legal matters, including merger and acquisition related costs of $0.6 million, primarily related to the Enel Green Power North America business combination as further detailed under Note 22 to the consolidated financial statements, and; (iv) a reversal of a contingent liability in 2022 of $1.8 million related to our Guadeloupe power plant acquisition.
General and administrative expenses for the year ended December 31, 2023 constituted 8.2% of total revenues for such period, compared to 8.3%, for the year ended December 31, 2022.
Impairment of long-lived assets
Impairment of long-lived assets for the year ended December 31, 2022 of $32.6 million is primarily related to a non-cash impairment charge of our Brawley power plant as further described under Note 1 to the consolidated financial statement. There was no such impairment during the year ended December 31, 2023.
Write-off of Unsuccessful Exploration Activities
Write-offs of unsuccessful exploration activities for year ended December 31, 2023 were $3.7 million compared to $0.8 million for the year ended December 31, 2022. These write-offs are primarily related to geothermal exploration projects that the Company decided to no longer pursue as well as costs related to a small storage facility that the Company decided to no longer develop.
Interest Income
Interest Income for the year ended December 31, 2023 was $12.0 million, compared to $3.4 million for the year ended December 31, 2022. This increase is primarily related to higher interest rates as well as cash and cash equivalents balances in 2023 compared to 2022.
Interest Expense, Net
Interest expense, net, for the year ended December 31, 2023 was $98.9 million, compared to $87.7 million for the year ended December 31, 2022, representing a 12.7% increase. This increase was primarily due to (i) $5.4 million related to the Hapoalim 2023 Loan entered into in February 2023; (ii) $5.2 million related to the Convertible Senior Notes entered into in June 2022; (iii) $1.9 million related to the short-term commercial paper and the Mizrahi 2023 loan entered into in October 2023 and November 2023, respectively; (iv) $2.3 million related to the Idaho Refinancing Note which closed in November 2022; (v) $1.6 million in lower interest capitalization on projects under construction in 2023, compared to 2022; and; (vi) higher guarantee fees in 2023, compared to 2022. This increase was partially offset by $4.7 million related to the prepayment of Series 3 Bonds in June 2022, and lower interest expenses on other long-term loans as a result of scheduled principal payments.
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Derivatives and Foreign Currency Transaction Gains (Losses)
Derivatives and foreign currency transaction losses for the year ended December 31, 2023 was $3.3 million, compared to $6.0 million for the year ended December 31, 2022. Derivatives and foreign currency transaction losses primarily includes losses from foreign currency forward contracts which were not accounted for as hedge transactions and which were higher in 2023 than in 2022.
Income Attributable to Sale of Tax Benefits
Income attributable to the sale of tax benefits for the year ended December 31, 2023 was $61.2 million, compared to $33.9 million for the year ended December 31, 2022. This income primarily represents the value of PTCs and taxable income or loss generated by certain of our power plants allocated to investors under tax equity transactions. This increase of $27.3 million is primarily related to the CD 4 tax equity transaction entered into in December 2022, the North Valley tax equity transaction entered into in October 2023, and the income related to the expected sale of transferable production tax credits of $10.8 million, which was recorded in 2023 under the new IRA regulations and of which $3.3 million was received in cash under a tax credit purchase agreement entered into with a third party in December 2023.
Other Non-Operating Income (Expense), Net
Other non-operating income (expense), net for the year ended December 31, 2023 was a income of $1.5 million, compared to an expense of $0.7 million for the year ended December 31, 2022. Other non-operating income for the year ended December 31, 2023 is primarily attributable to $1.2 million related to a settlement and release transaction with a third party entered into in December 2023. Other non-operating (expense), net for year ended December 31, 2022 is primarily related to the payment of the make-whole premium of $1.1 million from the prepayment of Series 3 Bonds in the second quarter of 2022, as further discussed under Note 11 to the consolidated financial statements, net of gain from a sale of certain equipment to a third party.
Income Taxes
Income tax provision for the year ended December 31, 2023, was $6.0 million, a decrease of $8.8 million compared to an income tax provision of $14.7 million for the year ended December 31, 2022. Our effective tax rate for the year ended December 31, 2023 and 2022, was 4.3% and 15.4%, respectively. The effective rate differs from the federal statutory rate of 21% for the year ended December 31, 2023 due to the generation of investment tax credits, a net benefit associated with the statutory tax rate change in Kenya resulting from the Finance Act, and the jurisdictional mix of earnings at differing tax rates from the federal statutory tax rate.
Equity in Earnings (losses) of investees, net
Equity in losses of investees, net in the year ended December 31, 2023, was $0.0 million, compared to $3.1 million in the year ended December 31, 2022. Equity in earnings (losses) of investees, net is mainly derived from our 12.75% share in the earnings or losses in Sarulla and our 49% share in the earnings or losses in the Ijen geothermal project. The decrease in equity in losses of investees, net is primarily related to increase in net income generated by the Ijen project starting in 2023. During the second quarter of 2022, Sarulla agreed with its banks on a framework that will enable it to perform remediation work that is aimed to improve the plant’s performance. The outcome of the first phase of the recovery plan is under evaluation towards the decision regarding the implementation of the second phase. However, as part of the remediation works involves drilling activities, uncertainty remains regarding Sarulla’s ability to meet the plan and the Company is evaluating periodically the impact of the plan on future performance. As the Company determined that the current situation and circumstances related to its equity investment in Sarulla are temporary, no impairment testing was required at year-end.
Net Income attributable to the Company’s Stockholders
Net income attributable to the Company’s stockholders for the year ended December 31, 2023 was $124.4 million, compared to $65.8 million for the year ended December 31, 2022, which represents an increase of $58.6 million. This increase was attributable to the increase of $55.3 million in net income which was affected by the factors described above, as well as a decrease in expenses of $3.2 million in net income attributable to noncontrolling interest, primarily due to the lower performance by our Puna power plant, year over year.
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Liquidity and Capital Resources
Our principal sources of liquidity have been derived from cash flows from operations, proceeds from third party debt such as borrowings under our credit facilities and issuances of debt securities, equity offerings, project financing and tax monetization transactions, short term borrowing under our lines of credit, and proceeds from the sale of equity interests in one or more of our projects. We have utilized this cash to develop and construct power plants, fund our acquisitions, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.
Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans. However, the cost of obtaining financing for our project needs may increase significantly or such financing may be difficult to obtain.
As of December 31, 2023, we had access to: (i) $195.8 million in cash and cash equivalents, of which $57.5 million was held by our foreign subsidiaries; and (ii) $307.8 million of unused corporate borrowing capacity under existing committed lines for credit and letters of credit with different commercial banks.
As of December 31, 2023, $302.8 million in the aggregate was outstanding under credit agreements with several banks as detailed below under “Letters of Credits under the Credit Agreements”.
Our estimated capital needs for 2024 include approximately $550.0 million for capital expenditures on new projects under development or construction including storage projects, exploration activity and maintenance capital expenditures for our existing projects. In addition, we expect $179.0 million for long-term debt repayments.
Our capital expenditures primarily relate to the enhancement of our existing power plants and the construction of new power plants. We have budgeted approximately $572.0 million in capital expenditures for construction of new projects and enhancements to our existing power plants, of which we had invested $111.0 million as of December 31, 2023. We expect to invest approximately $184.0 million in 2024 and the remaining approximately $277.0 million on thereafter.
In addition, we estimate approximately $365.0 million in additional capital expenditures in 2024 to be allocated as follows: (i) approximately $89.0 million for the exploration, drilling and development of new projects and enhancements of existing power plants that are not yet released for full construction; (ii) approximately $66.0 million for maintenance of capital expenditures to our Electricity segment operating power plants; (iii) approximately $187.0 million for the construction and development of storage projects; and (iv) approximately $23.0 million for enhancements to our production facilities.
Letters of Credits under the Credit Agreements
Some of our customers require our project subsidiaries to post letters of credit in order to guarantee their respective performance under relevant contracts. We are also required to post letters of credit to secure our obligations under various leases and licenses and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. In addition, our subsidiary, Ormat Systems, is required from time to time to post performance letters of credit in favor of our customers with respect to orders of products.
The table below describes our committed and non-committed lines:
| Credit Agreements | Amount Issued | Issued and Outstanding as of | Termination Date | ||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | |||||||||
| (Dollars in millions) | |||||||||
| Committed lines for credit and letters of credit | $ | 453.0 | $ | 145.2 | March 2024 - August 2025 | ||||
| Committed lines for letters of credit | 155.0 | 81.9 | April 2024 - August 2025 | ||||||
| Non-committed lines | - | 75.7 | October 2024 | ||||||
| Total | $ | 608.0 | $ | 302.8 |
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Restrictive covenants
Our obligations under the credit agreements, the loan agreements, and the trust instrument governing the bonds described above, are unsecured, but we are subject to a negative pledge in favor of the banks and the other lenders and certain other restrictive covenants. These include, among other things, a prohibition on: (i) creating any floating charge or any permanent pledge, charge or lien over our assets without obtaining the prior written approval of the lender; (ii) guaranteeing the liabilities of any third party without obtaining the prior written approval of the lender; and (iii) selling, assigning, transferring, conveying or disposing of all or substantially all of our assets, or a change of control in our ownership structure. Some of the credit agreements, the term loan agreements, and the trust instrument contain cross-default provisions with respect to other material indebtedness owed by us to any third party. In some cases, we have agreed to maintain certain financial ratios, which are measured quarterly, such as: (i) equity of at least $750 million and in no event less than 25% of total assets; and (ii) 12-month debt, net of cash, cash equivalents, and short-term bank deposits to Adjusted EBITDA ratio not to exceed 6. As of December 31, 2023: (i) total equity was $2,441.0 million and the actual equity to total assets ratio was 46.9%; and (ii) the 12-month debt, net of cash and cash equivalents to Adjusted EBITDA ratio was 3.74. During the year ended December 31, 2023, we distributed interim dividends in an aggregate amount of $28.4 million. The failure to perform or observe any of the covenants set forth in such agreements, subject to various cure periods, would result in the occurrence of an event of default and would enable the lenders to accelerate all amounts due under each such agreement.
As described above, we are currently in compliance with our covenants with respect to the credit agreements, the loan agreements (except as described below) and the trust instrument, and believe that the restrictive covenants, financial ratios and other terms of any of our full-recourse bank credit agreements will not materially impact our business plan or operations.
As of December 31, 2023, we did not meet the dividend distribution criteria related to the DAC 1 Senior Secured Notes, which resulted in certain equity distribution restrictions from this related subsidiary.
Credit Agreements
Credit Agreement with MUFG Union Bank
Ormat Nevada has a credit agreement with MUFG Union Bank under which it has an aggregate available credit of up to $60.0 million as of December 31, 2023.The credit termination date is June 30, 2024.
The facility is limited to the issuance, extension, modification or amendment of letters of credit. Union Bank is currently the sole lender and issuing bank under the credit agreement, but is also designated as an administrative agent on behalf of banks that may, from time to time in the future, join the credit agreement as lenders. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured. There are various restrictive covenants under the credit agreement, which include a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0. As of December 31,2023: (i) the actual 12-month debt to EBITDA ratio was 1.24; (ii) the 12-month DSCR was 5.75; and (iii) the distribution leverage ratio was 0.7. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of Union Bank. As of December 31, 2023, the covenants have been met. As of December 31, 2023, letters of credit in the aggregate amount of $59.3 million were issued and outstanding under this credit agreement.
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Credit Agreement with HSBC Bank USA N.A.
Ormat Nevada has a credit agreement with HSBC Bank USA, N.A for one year with annual renewals. The current expiration date of the facility under this credit agreement is October 31, 2024. On December 31, 2023, the aggregate amount available under the credit agreement was $35.0 million. This credit line is limited to the issuance, extension, modification or amendment of letters of credit. In addition, Ormat Nevada has an uncommitted discretionary demand line of credit in the aggregate amount of $65.0 million available for letters of credit including up to $20 million of credit. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured.
There are various restrictive covenants under the credit agreement, including a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0. As of December 31, 2023: (i) the actual 12-month debt to EBITDA ratio was 1.24; (ii) the 12-month DSCR was 5.75; and (iii) the distribution leverage ratio was 0.7. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of HSBC. As of December 31, 2023, the covenants have been met.
As of December 31, 2023, letters of credit in the aggregate amount of $34.3 million were issued and outstanding under the committed portion of this credit agreement and $36.3 million under the uncommitted portion of the agreement.
Future minimum payments
Future minimum payments under long-term obligations as of December 31, 2023, are detailed under the caption Contractual Obligations and Commercial Commitments, below.
Third-Party Debt
Our third-party debt consists of (i) non-recourse and limited-recourse project finance debt or acquisition financing that we or our subsidiaries have obtained for the purpose of developing and constructing, refinancing or acquiring our various projects; (ii) full-recourse debt incurred by us or our subsidiaries for general corporate purposes; (iii) convertible senior notes issued in June 2022; (iv) commercial paper; (iv) financing liability assumed as part of the TG Geothermal Portfolio, LLC acquisition; and (v) short term revolving credit lines with banks. Further details related to our third party debt are provided under Note 11 to the consolidated financial statements.
Non-recourse debt refers to debt involving debt repayments that are made solely from the power plant’s revenues (rather than our revenues or revenues of any other power plant) and generally are secured by the power plant’s physical assets, major contracts and agreements, cash accounts and, in many cases, our ownership interest in our affiliate that owns that power plant. These forms of financing are referred to as “project financing”.
In the event of a foreclosure after a default, our affiliate that owns the power plant would only retain an interest in the power plant assets, if any, remaining after all debts and obligations have been paid in full. In addition, incurrence of debt by a power plant may reduce the liquidity of our equity interest in that power plant because the equity interest is typically subject both to a pledge in favor of the power plant’s lenders securing the power plant’s debt and to transfer and change of control restrictions set forth in the relevant financing agreements.
Limited recourse debt refers to project financing as described above with the addition of our agreement to undertake limited financial support for our affiliate that owns the power plant in the form of certain limited obligations and contingent liabilities. These obligations and contingent liabilities may take the form of guarantees of certain specified obligations, indemnities, capital infusions and agreements to pay certain debt service deficiencies. Creditors of a project financing of a particular power plant may have direct recourse to us to the extent of these limited recourse obligations.
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Non-Recourse and Limited-Recourse Third-Party Debt
| Loan | Amount Issued | Amount Outstanding as of | Interest Rate | Maturity Date | Related Projects | Location | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | |||||||||||||||
| (Dollars in millions) | |||||||||||||||
| OFC 2 Senior Secured Notes – Series A | $ | 151.7 | $ | 63.9 | 4.69 | % | December, 2032 | McGinness Hills phase 1 and Tuscarora | United States | ||||||
| OFC 2 Senior Secured Notes – Series B | 140.0 | 78.6 | 4.61 | % | December, 2032 | McGinness Hills phase 2 | United States | ||||||||
| Olkaria III Financing Agreement with DFC – Tranche 1 | 85.0 | 33.0 | 6.34 | % | December, 2030 | Olkaria III Complex | Kenya | ||||||||
| Olkaria III Financing Agreement with DFC – Tranche 2 | 180.0 | 68.8 | 6.29 | % | June, 2030 | Olkaria III Complex | Kenya | ||||||||
| Olkaria III Financing Agreement with DFC – Tranche 3 | 45.0 | 18.8 | 6.12 | % | December, 2030 | Olkaria III Complex | Kenya | ||||||||
| Don A. Campbell Senior Secured Notes | 92.5 | 57.4 | 4.03 | % | September, 2033 | Don A. Campbell Complex | United States | ||||||||
| Idaho Refinancing Note (1) | 61.6 | 58.9 | 6.26 | % | March, 2038 | Neal Hot Springs and Raft River | United States | ||||||||
| U.S. Department of Energy loan (2) | 96.8 | 30.2 | 2.61 | % | February, 2035 | Neal Hot Springs | United States | ||||||||
| Prudential Capital Group Nevada Loan | 30.7 | 23.9 | 6.75 | % | December, 2037 | San Emidio | United States | ||||||||
| Platanares Loan with DFC | 114.7 | 71.7 | 7.02 | % | September, 2032 | Platanares | Honduras | ||||||||
| Geothermie Bouillante (3) | 8.9 | 3.5 | 1.52 | % | March, 2026 | Geothermie Bouillante | Guadeloupe | ||||||||
| Geothermie Bouillante (3) | 8.9 | 4.2 | 1.93 | % | April, 2026 | Geothermie Bouillante | Guadeloupe | ||||||||
| Total | $ | 1,015.8 | $ | 512.9 |
(1) Secured by equity interest.
(2) Secured by the assets.
(3) Loan in Euros and issued amount is EUR 8.0 million
Full-Recourse Third-Party Debt
| Loan | Amount Issued | Amount Outstanding as of | Interest Rate | Maturity Date | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | |||||||||||||
| (Dollars in millions) | |||||||||||||
| Mizrahi Loan | $ | 75.0 | $ | 60.9 | 4.10 | % | April 2030 | ||||||
| Mizrahi Loan 2023 | 50.0 | 50.0 | 7.15 | % | October 2031 | ||||||||
| Hapoalim Loan | 125.0 | 80.4 | 3.45 | % | June 2028 | ||||||||
| Hapoalim 2023 Loan | 100.0 | 95.0 | 6.45 | % | February 2033 | ||||||||
| HSBC Loan | 50.0 | 35.7 | 3.45 | % | July 2028 | ||||||||
| Discount Loan | 100.0 | 75.0 | 2.90 | % | September 2029 | ||||||||
| Senior Unsecured Bonds Series 4 (1) | 289.8 | 220.6 | 3.35 | % | June 2031 | ||||||||
| Senior Unsecured Loan 1 | 100.0 | 79.0 | 4.80 | % | March 2029 | ||||||||
| Senior Unsecured Loan 2 | 50.0 | 39.5 | 4.60 | % | March 2029 | ||||||||
| Senior Unsecured Loan 3 | 50.0 | 39.5 | 5.44 | % | March 2029 | ||||||||
| DEG Loan 2 | 50.0 | 22.5 | 6.28 | % | June 2028 | ||||||||
| DEG Loan 3 | 41.5 | 19.7 | 6.04 | % | June 2028 | ||||||||
| Total | $ | 1,081.3 | $ | 817.8 |
(1) Bonds issued in total aggregate principal amount of NIS 1.0 billion.
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Other Third-Party Debt
| Amount Outstanding as of | Annual | Maturity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan | December 31, 2023 | Interest Rate | Date | ||||||||
| (Dollar in millions) | |||||||||||
| Financing Liability - Dixie Valley (1) | $ | 225.8 | 6.12 | % | June 2038 | ||||||
| Convertible Senior Notes (2) | 431.3 | 2.50 | % | July 2027 | |||||||
| Commercial Paper (3) | 100.0 | * (3) | * (3) | ||||||||
| Revolving credit lines with commercial banks | 20.0 | 7.75 | % | * (4) |
| (1) Final maturity date of the financing liability is assuming execution of the buy-out option in June 2038. |
|---|
| (2) The Notes mature in July 2027, unless earlier converted, redeemed or repurchased. |
| (3) The Commercial Paper was issued for a period of 90 days and extends automatically for additional 90 day periods for up to five years, unless the Company notifies the participants otherwise or a notice of termination is provided by the participants in accordance with the provisions of the Commercial Paper Agreement. The Commercial Paper bears an annual interest of three months SOFR +1.1% which will be paid at the end of each 90 day period. Base rate was 5.3%. |
| (4) Credit lines were fully prepaid in January 2024. |
For additional description of our long term debt, see Note 11, Long-term Debt, Credit Agreements and Financial Liability to our consolidated financial statements, set forth in Item 8 of this Annual Report.
In January 2024, we have entered into a definitive loan agreement with Hapoalim Bank for a loan in the aggregate principal amount of $75 million. The loan bears an annual interest of 6.6% and matures in 2032. Additionally, in January 2024, we have entered into a definitive loan agreement with HSBC Bank for a loan in the aggregate principal amount of $125 million. This loan bears interest of 3-month SOFR+2.25% and matures in 2028. For additional description of our long term debt entered into subsequent to December 31, 2023, see Note 22 - Subsequent events, to our consolidated financial statements, set forth in Item 8 of this Annual Report.
Liquidity Impact of Uncertain Tax Positions
As discussed in Note 16 - Income Taxes, to our consolidated financial statements set forth in Item 8 of this Annual Report, we have a liability associated with unrecognized tax benefits and related interest and penalties in the amount of approximately $8.7 million as of December 31, 2023. This liability is included in long-term liabilities in our consolidated balance sheet, because we generally do not anticipate that settlement of the liability will require payment of cash within the next 12 months. We are not able to reasonably estimate when we will make any cash payments required to settle this liability.
Dividends
We have adopted a dividend policy pursuant to which we currently expect to distribute at least 20% of our annual profits available for distribution by way of quarterly dividends. In determining whether there are profits available for distribution, our Board will take into account our business plan and current and expected obligations, and no distribution will be made that in the judgment of our Board would prevent us from meeting such business plan or obligations.
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The following are the dividends declared by us during the past two years, as of December 31, 2023:
| Date Declared | Dividend Amount per Share | Record Date | Payment Date | |||
|---|---|---|---|---|---|---|
| February 23, 2022 | $ | 0.12 | March 9, 2022 | March 23, 2022 | ||
| May 2, 2022 | $ | 0.12 | May 16, 2022 | May 31, 2022 | ||
| August 3, 2022 | $ | 0.12 | August 17, 2022 | August 31, 2022 | ||
| November 2, 2022 | $ | 0.12 | November 16, 2022 | November 30, 2022 | ||
| February 22, 2023 | $ | 0.12 | March 8, 2023 | March 22, 2023 | ||
| May 9, 2023 | $ | 0.12 | May 23, 2023 | June 6, 2023 | ||
| August 2, 2023 | $ | 0.12 | August 16, 2023 | August 30, 2023 | ||
| November 8, 2023 | $ | 0.12 | November 22, 2023 | December 6, 2023 | ||
| February 21, 2024 | $ | 0.12 | March 6, 2024 | March 20, 2024 |
Historical Cash Flows
The following table sets forth the components of our cash flows for the relevant periods indicated:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Net cash provided by operating activities | $ | 309,401 | $ | 280,974 | $ | 258,822 | ||||||
| Net cash used in investing activities | (628,343 | ) | (523,406 | ) | (638,193 | ) | ||||||
| Net cash provided by (used in) financing activities | 379,964 | 126,273 | 186,385 | |||||||||
| Translation adjustments on cash and cash equivalents | 72 | (609 | ) | (348 | ) | |||||||
| Net change in cash and cash equivalents and restricted cash and cash equivalents | $ | 61,094 | $ | (116,768 | ) | $ | (193,334 | ) |
For the Year Ended December 31, 2023
Net cash provided by operating activities for the year ended December 31, 2023 was $309.4 million, compared to $281.0 million for the year ended December 31, 2022. The net increase of $28.4 million is primarily attributable to an increase in net income of $55.3 million in 2023 compared to 2022, adjusted for certain non-cash items such as: (i) an increase in depreciation and amortization of $26.0 million; (ii) an increase in income attributable to the sale of tax benefits, net of interest expenses of $10.3 million; (iii) a decrease in impairment of long-lived assets of $32.6 million, and; (iv) the change in deferred income tax provision of $13.0 million. Additional contributors to the increase in net cash provided by operating activities were: (i) an increase in the change in accounts payable and accrued expenses of $70.6 million, mainly due to timing of payments to our supplier, (ii) an increase in other long-term liabilities of $12.8 million, primarily related to a prepayment made by one of our customers, and; (iii) a net increase in the change of costs and estimated earnings in excess of billing on uncompleted contracts and billing in excess of costs and estimated earnings on uncompleted contracts, of $15.1 million, as a result of timing of billing to our customers. The net increase was offset by: (i) an increase in the change in receivables of $77.7 million primarily due to timing of collections from our customers, and specifically in Kenya; (ii) a net increase in inventories of $27.8 million, related to the timing of allocating costs to projects under construction; (iii) an increase in the change in prepaid expenses and other of $8.1 million, and; (iv) an increase in deposits and other of $10.5 million, primarily due to higher cash deposits made in 2023 compared to 2022.
Net cash used in investing activities for the year ended December 31, 2023 was $628.3 million, compared to $523.4 million for the year ended December 31, 2022. The principal factors that affected the increase in our net cash used in investing activities during the year ended December 31, 2023 were: (i) capital expenditures of $618.4 million in 2023 compared to $563.5 million in 2022, primarily for our facilities under construction that support our growth plan and (ii) cash provided from the purchase, maturities and sale and of marketable securities of $42.8 million in 2022 compared none in 2023.
Net cash provided by financing activities for the year ended December 31, 2023 was $380.0 million, compared to $126.3 million for the year ended December 31, 2022. The principal factors that affected the increase in net cash provided by financing activities were: (i) $149.8 million proceeds from long-term loans from banks in 2023 compared to $135.3 million in 2022; (ii) $341.7 million proceeds from issuance of common stock, net in 2023; (iii) $100.0 million and $20.0 million proceeds from issuance of commercial paper and draw from revolving credit lines with banks, respectively, in 2023; (iv) purchase of treasury stock and capped call instruments of $18.0 million and $24.5 million, respectively, in 2022; and (v) prepayments of commercial paper and long-term debt of $219.1 million in 2022. This increase was partially offset by: (i) payment related to a transaction with noncontrolling interest of $30.0 million in 2023; (ii) higher scheduled payments of long-term debt in 2023 compared to 2022 of $21.9 million, and proceeds from issuance of convertible notes, net of $419.7 million in 2022.
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For the Year Ended December 31, 2022
A discussion of changes in our cash flows in 2022 compared to 2021 has been omitted from this Form10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 24, 2023, which is incorporated by reference herein. This Form 10-K is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Total EBITDA and Adjusted EBITDA
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 not designated as hedging instruments; (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 adjustment for the fiscal years ended December 31, 2023 and 2022, however, 2021 has not been recast to include accretion expenses as the amounts were immaterial.
This information should not be considered in isolation from, or as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP or other non-GAAP financial measures.
Net income for the year ended December 31, 2023 was $133.1 million, compared to $77.8 million for the year ended December 31, 2022 and $76.1 million for the year ended December 31, 2021.
Adjusted EBITDA for the year ended December 31, 2023 was $481.7 million, compared to $435.5 million for the year ended December 31, 2022 and $401.4 million for the year ended December 31, 2021.
The following table reconciles net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2023, 2022 and 2021:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Net income | $ | 133,137 | $ | 77,795 | $ | 76,077 | ||||||
| Adjusted for: | ||||||||||||
| Interest expense, net (including amortization of deferred financing costs) | 86,898 | 84,326 | 80,534 | |||||||||
| Income tax provision (benefit) | 5,983 | 14,742 | 24,850 | |||||||||
| Adjustment to investment in unconsolidated companies: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla and Ijen | 16,069 | 13,199 | 14,680 | |||||||||
| Depreciation, amortization and accretion | 221,415 | 198,603 | 177,930 | |||||||||
| EBITDA | 463,502 | 388,665 | 374,071 | |||||||||
| Mark-to-market on derivative instruments | (2,206 | ) | 1,613 | 741 | ||||||||
| Stock-based compensation | 15,478 | 11,646 | 9,168 | |||||||||
| Make-whole premium related to long-term debt prepayment | — | 1,102 | — | |||||||||
| Reversal of a contingent liability related to a business combination transaction | — | (1,829 | ) | (418 | ) | |||||||
| Allowance for bad debts related to February power crisis in Texas | — | 115 | 2,980 | |||||||||
| Hedge losses resulting from February power crisis in Texas | — | — | 9,133 | |||||||||
| Impairment of long-lived assets | — | 32,648 | — | |||||||||
| Write-off of unsuccessful exploration activities | 3,733 | 828 | — | |||||||||
| Merger and acquisition transaction costs | 1,234 | 675 | 5,635 | |||||||||
| Tender-related deposits write-off | — | — | 134 | |||||||||
| Adjusted EBITDA | $ | 481,741 | $ | 435,463 | $ | 401,444 |
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Adjusted EBITDA for fiscal year 2023 increased by 10.6% compared to fiscal year 2022, primarily due to an increase in operating income together with an increase in income attributable to sale of tax benefits.
EBITDA and Adjusted EBITDA include our proportionate share (12.75%) of Sarulla's EBITDA and Adjusted EBITDA, respectively. On May 2014, the Sarulla consortium (“SOL”) closed $1,170 million in financing. As of December 31, 2023, the credit facility has an outstanding balance of $796.5 million. Our proportionate share in the SOL credit facility is $101.6 million. See Note 5, investment in unconsolidated companies to the consolidated financial statements for further information relating to our investment in the Sarulla consortium.
Exposure to Market Risks
We, like other power plant operators, are exposed to electricity price volatility risk. Our exposure to such market risk is currently limited (except for 25 MW PPA for the Puna complex) because the majority of our long-term PPAs have fixed or escalating rate provisions that limit our exposure to changes in electricity prices. Our energy storage projects sell primarily on a "merchant" basis and are exposed to changes in the electricity market prices. The Puna Complex is currently benefiting from energy prices which are higher than the floor under the 25 MW PPA for the Puna Complex as a result of higher fuel costs that impact HELCO's avoided cost. We signed a new PPA for Puna that was recently approved by the PUC, that fixes the energy rate and de-links it from oil prices, as discussed above.
As of December 31, 2023, 100.0% of our consolidated long-term debt was at fixed interest rate and therefore was not subject to interest rate volatility risk. Our short-term commercial paper, which was issued on October 23, 2023, bears an annual interest of three months SOFR +1.1%, therefore presents an exposure to interest rate volatility. The outstanding amount of the short-term commercial paper as of December 31, 2023 was $100.0 million.
Our cash equivalents are subject to interest rate risk. We currently maintain our surplus cash in short-term, interest-bearing bank deposits, money market funds, corporate bonds and debt securities available for sale (with a minimum investment grade rating of A+ by Standard & Poor’s Ratings Services).
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We are also exposed to foreign currency exchange risk, in particular the fluctuation of the U.S. dollar versus the New Israeli Shekels ("NIS") in Israel and the Euro. Risks attributable to fluctuations in currency exchange rates can arise when we or any of our foreign subsidiaries borrow funds or incur operating or other expenses in one type of currency but receive revenues in another. In such cases, an adverse change in exchange rates can reduce such subsidiary’s ability to meet its debt service obligations, reduce the amount of cash and income we receive from such foreign subsidiary, or increase such subsidiary’s overall expenses. In Kenya, the tax related asset and liability are recorded in Kenyan Shillings ("KES"), therefore, any change in the exchange rate in the KES versus the U.S. dollar has an impact on our financial results. Risks attributable to fluctuations in the foreign currency exchange rates can also arise when the currency denomination of a particular contract is not U.S. dollar. Substantially all of our PPAs in the international markets are either U.S. dollar-denominated or linked to the U.S. dollar except for our operations on Guadeloupe, where we own and operate the Bouillante power plant which sells its power under a Euro-denominated PPA with Électricité de France S.A. Our construction contracts from time to time contemplate costs which are incurred in local currencies. The way we often mitigate such risk is to receive part of the proceeds from the contract in the currency in which the expenses are incurred. Currently, we have forward and cross-currency swap contracts in place to reduce our NIS/U.S. dollar currency exposure and expect to continue to use currency exchange and other derivative instruments to the extent we deem such instruments to be the appropriate tool for managing such exposure.
On July 1, 2020, we concluded an auction tender and accepted subscriptions for senior unsecured bonds comprised of NIS 1.0 billion aggregate principal amount (the “Senior Unsecured Bonds - Series 4”). The Senior Unsecured Bonds - Series 4 were issued in New Israeli Shekels and converted to approximately $290 million using a cross-currency swap transaction shortly after the completion of such issuance. In June 2022, we issued $431.3 million aggregate principal amount of our 2.5% convertible senior notes due in 2027. The Notes bear annual interest of 2.5%, payable semiannually in arrears, and mature on July 15, 2027, unless earlier converted, redeemed or repurchased.
We performed a sensitivity analysis on the fair values of our long-term debt obligations, commercial paper, and foreign currency exchange forward contracts. The foreign currency exchange forward contracts listed below principally relate to trading activities. The sensitivity analysis involved increasing and decreasing forward rates at December 31, 2023 and 2022 by a hypothetical 10% and calculating the resulting change in the fair values.
At this time, the development of our strategic plan has not exposed us to any additional market risk. However, as the implementation of the plan progresses, we may be exposed to additional or different market risks.
The results of the sensitivity analysis calculations as of December 31, 2023 and 2022 are presented below:
| Assuming a 10% Increase in Rates | Assuming a 10% Decrease in Rates | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, | As of December 31, | ||||||||||||||||
| Risk | 2023 | 2022 | 2023 | 2022 | Change in the Fair Value of | ||||||||||||
| (In thousands) | |||||||||||||||||
| Foreign Currency | $ | (3,191 | ) | $ | (5,093 | ) | $ | 3,901 | $ | 6,220 | Foreign Currency Forward Contracts | ||||||
| Interest Rate | (754 | ) | (946 | ) | 769 | 965 | Mizrachi Loan | ||||||||||
| Interest Rate | (1,090 | ) | — | 1,127 | — | Mizrahi Loan 2023 | |||||||||||
| Interest Rate | (1,080 | ) | (1,493 | ) | 1,105 | 1,531 | Hapoalim Loan | ||||||||||
| Interest Rate | (2,142 | ) | — | 2,216 | — | Hapoalim 2023 Loan | |||||||||||
| Interest Rate | (462 | ) | (631 | ) | 473 | 648 | HSBC Loan | ||||||||||
| Interest Rate | (1,067 | ) | (1,378 | ) | 1,093 | 1,416 | Discount Loan | ||||||||||
| Interest Rate | (3,292 | ) | (4,096 | ) | 3,401 | 4,232 | Financing Liability - Dixie Valley | ||||||||||
| Interest Rate | (3,158 | ) | (3,693 | ) | 3,271 | 3,832 | OFC 2 LLC Senior Secured Notes ("OFC 2") | ||||||||||
| Interest Rate | (2,532 | ) | (3,178 | ) | 2,617 | 3,295 | Olkaria III Loan - DFC | ||||||||||
| Interest Rate | — | (259 | ) | — | 268 | Amatitlan Loan | |||||||||||
| Interest Rate | (4,593 | ) | (5,701 | ) | 4,762 | 5,925 | Senior Unsecured Bonds | ||||||||||
| Interest Rate | (379 | ) | (527 | ) | 390 | 544 | Olkaria III plant 4 - DEG 2 | ||||||||||
| Interest Rate | (1,334 | ) | (1,528 | ) | 1,392 | 1,597 | Don A. Campbell 1 Senior Secured Notes ("DAC 1") | ||||||||||
| Interest Rate | (3,230 | ) | (3,902 | ) | 3,337 | 4,045 | Senior Unsecured Loan | ||||||||||
| Interest Rate | (913 | ) | (986 | ) | 971 | 1,051 | USG Prudential - NV | ||||||||||
| Interest Rate | (667 | ) | (748 | ) | 691 | 775 | USG DOE | ||||||||||
| Interest Rate | (2,239 | ) | (2,430 | ) | 2,399 | 2,606 | USG Prudential - ID Refinancing | ||||||||||
| Interest Rate | (1,854 | ) | (2,198 | ) | 1,929 | 2,293 | Platanares Loan - DFC Loan | ||||||||||
| Interest Rate | (313 | ) | (435 | ) | 321 | 448 | Olkaria III plant 1 - DEG 3 | ||||||||||
| Interest Rate | — | (155 | ) | — | 158 | Plumstriker Loan | |||||||||||
| Interest Rate | (151 | ) | — | 152 | — | Commercial paper | |||||||||||
| Interest Rate | (54 | ) | (96 | ) | 55 | 97 | Other long-term loans |
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Effect of Inflation
We are seeing an increase in overall operating and other costs as the result of higher inflation rates, in particular in the United States. In addition, we are experiencing an increase in raw material cost and supply chain delays, which may put pressure on our operating margins in the Product segment and increases our cost to build our own power plants and energy storage assets. To address the possibility of rising inflation, some of our contracts include certain provisions that mitigate inflation risk.
In connection with the Electricity segment, none of our U.S. PPAs, including the SCPPA Portfolio PPA, are directly linked to the Consumer Price Index ("CPI"). Inflation may directly impact an expense we incur for the operation of our projects, thereby increasing our overall operating costs and reducing our profit and gross margin. The negative impact of inflation would be partially offset by price adjustments built into some of our PPAs that could be triggered upon such occurrences. In addition to the Puna rates that are impacted by higher commodity prices, the energy payments pursuant to our PPAs for some of our power plants such as the Brady power plant, the Steamboat 2 and 3 power plants and the McGinness Complex increase every year through the end of the relevant terms of such agreements, although such increases are not directly linked to the CPI or any other inflationary index. Lease payments are generally fixed, while royalty payments are generally calculated as a percentage of revenues and therefore are not significantly impacted by inflation. In our Product segment, inflation may directly impact fixed and variable costs incurred in the construction of third party power plants, thereby lowering our profit margins at the Product segment. We are more likely to be able to offset long term, all or part of this inflationary impact through our project pricing. With respect to power plants that we build for our own electricity production, inflationary pricing may impact our operating costs which may be partially offset in the pricing of the new long-term PPAs that we negotiate.
Interest rate increases for both short-term and long-term debt have increased sharply. Although our outstanding debt bears fixed interest rates, as we refinance it, or borrow additional amounts, we may incur additional interest expense versus expiring loans.
In recent months, we see a slowdown in inflation rates and increases in raw materials costs that we believe have returned to normal levels.
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Contractual Obligations and Commercial Commitments
The following tables set forth our material contractual obligations as of December 31, 2023 (in thousands):
| Payments Due by Period | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remaining Total | 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | |||||||||||||||||||||
| Long-term debt and financing liability - principal | $ | 1,989,557 | $ | 178,954 | $ | 178,982 | $ | 182,654 | $ | 612,045 | $ | 167,848 | $ | 669,074 | |||||||||||||
| Interest on long-term debt and financing liability (1) | 468,018 | 84,616 | 77,623 | 69,159 | 55,536 | 41,160 | 139,924 | ||||||||||||||||||||
| Finance lease obligations | 3,796 | 1,456 | 1,291 | 913 | 136 | — | — | ||||||||||||||||||||
| Operating lease obligations | 34,505 | 3,908 | 3,246 | 2,471 | 2,224 | 1,900 | 20,756 | ||||||||||||||||||||
| Benefits upon retirement (2) | 10,212 | 2,396 | 291 | 525 | 1,461 | 723 | 4,816 | ||||||||||||||||||||
| Asset retirement obligation | 114,370 | — | — | — | — | — | 114,370 | ||||||||||||||||||||
| Purchase commitments (3) | 419,753 | 419,753 | — | — | — | — | — | ||||||||||||||||||||
| Short term revolving credit lines with banks (4) | 20,000 | 20,000 | — | — | — | — | — | ||||||||||||||||||||
| Commercial paper (5) | 100,000 | 100,000 | — | — | — | — | — | ||||||||||||||||||||
| $ | 3,160,210 | $ | 811,083 | $ | 261,433 | $ | 255,722 | $ | 671,402 | $ | 211,631 | $ | 948,939 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | See interest rates and maturity dates under Liquidity and Capital Resources section above. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | The above amounts were determined based on employees’ current salary rates and the number of years’ service that will have been accumulated at their expected retirement date. These amounts do not include amounts that might be paid to employees that will cease working with us before reaching their expected retirement age. |
| (3) | We purchase raw materials for inventories, construction-in-process and services from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequate supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure goods and services based upon specifications defined by us, or that establish parameters defining our requirements. At December 31, 2023, total obligations related to such supplier agreements were approximately $419.8 million (approximately $251.3 million of which relate to construction-in-process). All such obligations are payable in 2024. | |
|---|---|---|
| (4) | Credit lines were fully prepaid in January 2024. | |
| (5) | The Commercial Paper was issued for a period of 90 days and extends automatically for additional 90 day periods for up to five years, unless the Company notifies the participants otherwise or a notice of termination is provided by the participants in accordance with the provisions of the Commercial Paper Agreement. The Commercial Paper bears an annual interest of three months SOFR +1.1% which will be paid at the end of each 90 day period. Base rate was 5.3%. |
The table above does not reflect unrecognized tax benefits of $8.7 million, the timing of which is uncertain. Refer to Note 16 to our consolidated financial statements set forth in Item 8 of this Annual Report for additional discussion of unrecognized tax benefits. The above table also does not reflect a liability associated with the sale of tax benefits of $184.6 million, and other long-term liabilities of $22.1 million, primarily related to a prepayment from once of our customers, that are deemed immaterial. Refer to Note 12 to our consolidated financial statements as set forth in Item 8 of this Annual Report for additional discussion of our liability associated with the sale of tax benefits.
Concentration of Credit Risk
Our credit risk is currently concentrated with the following major customers: Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy), SCPPA and KPLC. If any of these electric utilities fail to make payments under its PPAs with us, such failure would have a material adverse impact on our financial condition. Also, by implementing our multi-year strategic plan we may be exposed, by expanding our customer base, to different credit profile customers than our current customers.
The Company's revenues from its primary customers as a percentage of total revenues are as follows:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||||
| Southern California Public Power Authority (“SCPPA”) | 21.2 | % | 21.5 | % | 23.7 | % | ||||||
| Sierra Pacific Power Company and Nevada Power Company | 14.1 | 16.9 | 18.6 | |||||||||
| Kenya Power and Lighting Co. Ltd. ("KPLC") | 13.2 | 14.4 | 15.5 |
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We have historically been able to collect on substantially all of our receivable balances. As of December 31, 2023, the amount overdue from KPLC in Kenya was $62.8 million of which $32.2 million was paid in January and February of 2024 The Company believes it will be able to collect all past due amounts in Kenya. This belief is supported by the fact that in addition to KPLC's obligations under its power purchase agreement, the Company holds a support letter from the Government of Kenya that covers certain cases of KPLC non-payment (such as where caused by government actions and/or political events).
In Honduras, as of December 31, 2023, the total amount overdue from ENEE was $15.7 million of which $2.5 million was collected in January and February of 2024. In addition, due to the financial situation in Honduras, the Company may experience additional delays in collection. The Company believes it will be able to collect all past due amounts in Honduras.
Government Grants and Tax Benefits
On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA"), which is effective for taxable years beginning after December 31, 2022. The IRA includes several tax incentives to promote climate change mitigation and clean energy, electric vehicles, battery and energy storage manufacture or purchase. Some of these measures may materially affect our consolidated financial statements, and we are in the process of evaluating the IRA and identifying potential effects of the IRA as more guidance is issued. Furthermore, the IRA introduces the following: (i) a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion over a three-year period; and (ii) an excise tax of 1% of the fair market value of any stock which is repurchased, reduced by any stock issued during the taxable year. The IRA also includes significant tax incentives for energy and climate initiatives related to Production Tax Credits (“PTC”) and Investment Tax Credits (“ITC”), including extending ITC to energy storage projects for assets placed in service after December 31, 2022 and the ability to transfer or sell PTCs to other taxpayers.
We are also permitted to depreciate most of the cost of a new geothermal power plant. In cases where we claim ITC, our tax basis in the plant that is eligible for depreciation is reduced by one-half of the ITC amount. In cases where we claim the PTC, there is no reduction in the tax basis for depreciation. Following the IRA, projects that were or will be placed in service after September 27, 2017, could qualify for a 100% bonus depreciation with respect to its qualifying assets. After applying any depreciation bonus that is available, we can depreciate the remainder of our tax basis in the plant, if any, mostly over five years on an accelerated basis, meaning that more of the cost may be deducted in the first few years than during the remainder of the depreciation period. We will continue to analyze this new provision under the IRA and determine if an election is appropriate as it relates to our business needs.
Ormat Systems received “Benefited Enterprise” status under Israel’s Law for Encouragement of Capital Investments, 1959 (the Investment Law), with respect to two of its investment programs through 2011. In January 2011, new legislation amending the Investment Law was enacted. Under the new legislation, a uniform rate of corporate tax will apply to all qualified income of certain industrial companies, as opposed to the previous law’s incentives that are limited to income from a “Benefited Enterprise” during their benefits period. As a result, we now pay a uniform corporate tax rate of 16% with respect to that qualified income. In January 2021, Ormat Systems received an approval from the Israeli Innovation Authority that it owns an "Innovation Promoting Enterprise" and therefore is eligible for a reduced corporate tax rate of 12% on its "Preferred Technological Income" for the tax years 2019 and 2020 (effective tax rate of approximately 13% for 2019 and 2020). The tax benefit of lower effective tax rate is reflected in the 2021 net income.
FY 2022 10-K MD&A
SEC filing source: 0001437749-23-004477.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our results of operations, financial condition and liquidity in conjunction with our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report including information with respect to our plans and strategies for our business, statements regarding the industry outlook, our expectations regarding the future performance of our business, and the other non-historical statements contained herein are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” You should also review Item 1A — “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described herein or implied by such forward-looking statements.
General
Overview of Fiscal Year 2022 Revenues
Recent Developments
The most significant recent developments for our Company and business during 2022 and 2023 to date are described below.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In January 2023, we, together with PT Medco Power Indonesia (“Medco Power”), signed a Financing Agreement with PT Sarana Multi Infrastruktur (Persero) (“SMI”) for development of the Ijen Geothermal Power Plant. The Ijen power plant will be developed in stages and the first phase of development is expected to generate 34 MW in 2025. MCG, a jointly owned company between Medco Power (51% equity share) and Ormat Technologies (49% equity share), will develop and operate the first geothermal power plant in East Java. Ormat also signed a contract as a key contractor on OEC supply for this project and secured $32.1 million to our backlog. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In December 2022, we entered into a partnership agreement with a private investor, under which the private investor acquired membership interests in the CD4 Geothermal power plant project for an initial purchase price of approximately $50.3 million and for which it will pay additional installments that are expected to amount to approximately $7.3 million. The Company will continue to operate and maintain the power plant and will receive substantially all the distributable cash flow generated by the power plant, and the private investor receives substantially 99% of the tax attributes of the project. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In November 2022, one of our subsidiaries entered into a note purchase agreement with the Prudential Insurance Company of America and other noteholders, pursuant to which we issued approximately $61.6 million in aggregate principal amount of senior secured notes. Proceeds of the notes were used to refinance the Prudential Capital Group - Idaho non-recourse loan, which had a remaining balance of approximately $16.0 million due in full in March 2023. For further details see discussion under Item 8 - Financial Statement and Supplementary Data. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In October 2022, we signed a fixed price 15-year Energy Storage Power Purchase Agreement (ESPPA) with San Diego Gas & Electric (SDG&E) for the 80MW (320MWH) Bottleneck Battery Energy Storage System (BESS) located in the Central Valley of California. The ESPPA was recently approved by the CPUC. This project, once in operation, is expected to increase 2022 revenues in our battery storage segment by 50%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In August 2022, we signed with Contact Energy of New Zealand an EPC contract for a new maximum continuous performance 59MW geothermal power plant in New Zealand and signed a 6MW supply contract with Sarulla Operations Ltd. in Indonesia. The combined expected revenue of the two contracts is approximately $100 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In July 2022, we announced the commercial operation of the CD4 30 MW geothermal power plant. The CD4 facility provides 7 MW of geothermal power to two Community Choice Aggregators, Silicon Valley Clean Energy and Central Coast Community Energy, each under a 10-year power purchase agreement (“PPA”), with a total of 14MW. In addition, the facility provides 16 MW of geothermal power to the Southern California Public Power Authority ("SCPPA") under a 25-year agreement. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In July 2022, we completed two Solar PV power plants: (1) the 5 MW Steamboat Hills Solar plant in Nevada that is used for the ancillary needs of the Steamboat Hills geothermal power plant and will free a similar amount of MW to be sold from the geothermal resource to SCPPA under the SCPPA portfolio PPA; and (2) the 20MW Wister power plant in California that sells power under a long-term contract with San Diego Gas & Electric. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In June 2022, the Company issued $375.0 million aggregate principal amount of its 2.5% convertible senior notes due 2027 (the “Notes”). The Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, pursuant to an indenture between the Company and U.S. Bank National Association, as trustee. Additionally, the Company granted the initial purchasers an option to purchase up to an additional $56.25 million aggregate principal amount of the Notes. The initial purchasers executed their option on June 27, 2022, thereby increasing the total aggregated principal amount of the Notes issued to $431.25 million. The Notes will mature on July 15, 2027, unless earlier converted, redeemed or repurchased. Interest will accrue on the Notes at a rate of 2.50% per year and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In June 2022, we announced the commercial operation of the 5 MW/20 MWh Tierra Buena Battery Energy Storage System (Tierra Buena BESS). The Tierra Buena BESS will provide local resource adequacy to two Community Choice Aggregators (CCAs), Redwood Coast Energy Authority and Valley Clean Energy, at 2.5 MW each, under 10-year agreements. In addition, the facility will provide ancillary services and energy optimization through participation in merchant markets run by the California Independent System Operator (CAISO). The facility will connect to the adjacent Pacific Gas & Electric distribution circuit. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In June 2022, we paid $221.9 million to prepay our senior unsecured Series 3 Bonds. The payment included the outstanding amount that was due in September 2022 and the interest related to the prepayment make-whole. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In June 2022, we announced the execution of a PPA with California Community Power (CC Power), a Joint Powers Agency consisting of numerous CCAs. Energy deliveries under the portfolio PPA are expected to start in the second quarter of 2024, with the expectation that the entire portfolio covered under the new PPA will be online by the end of 2026. The portfolio PPA covers up to 125MW for a term of 20 years and is comprised entirely of new projects currently under construction or in development in Nevada and California. Capacity is subject to CAISO connection approval. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In May 2022, we announced the execution of two PPAs with NV Energy. Under the first PPA, signed in 2021, NV Energy will purchase 25 MW of power over 25 years generated by the North Valley Geothermal Project, a new facility expected to come online by early 2023. Additionally, NV Energy will purchase up to 135 MW of power generated by a portfolio of the Company's new and existing geothermal power plants under a PPA signed in May. The portfolio PPA is subject to Public Utility Commission’s approval. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In April 2022, we commenced the commercial operation of the Tungsten Mountain 2 geothermal power plant, which sells an additional 13 MW to the Southern California Public Power Authority ("SCPPA") under the SCPPA portfolio PPA. The addition of Tungsten Mountain 2 to our existing Tungsten geothermal power plant increased our total Tungsten complex geothermal capacity to 42 MW. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In March 2022, we signed a 15-year PPA with Peninsula Clean Energy, a CCA that provides more than 3,500 GWh of electricity to San Mateo County and the City of Los Banos in California. Under the terms of the PPA, Peninsula Clean Energy will purchase 26 MW of clean, renewable energy from Ormat’s Heber 2 geothermal facility located in Imperial Valley, CA. This PPA marks the successful completion of Ormat’s first ever solicitation for bids, with a request for bids (RFB) on the Heber 2 facility issued in July of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Our 40 MW Heber 1 geothermal power plant located in California experienced an outage following a fire on February 25, 2022, that caused damage to the steam turbine-generator area. The Heber 1 power plant is part of the 81 MW Heber complex and sells its electricity under a long-term contract with the Southern California Public Power Authority. We decided not to rebuild the Heber 1 power plant and received all relevant insurance proceeds related to the event. We are currently optimizing the Heber complex through the repowering, which is expected to be completed in the second quarter of 2023. |
Opportunities, Trends and Uncertainties
Different trends, factors and uncertainties may impact our operations and financial condition, including many that we do not or cannot foresee. However, we believe that our results of operations and financial condition for the foreseeable future will be primarily affected by the following trends, factors and uncertainties that are from time to time also subject to market cycles, in addition to those covered under “COVID-19 Update”:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | There has been increased demand for energy generated from geothermal and other renewable resources in the United States as costs for electricity generated from renewable resources have become more competitive. Much of this is attributable to legislative and regulatory requirements and incentives, such as state RPS and federal tax credits such as PTCs or ITCs (which are discussed in more detail in the section entitled “Government Grants and Tax Benefits” below). We believe that future demand for energy generated from geothermal and other renewable resources in the United States will be driven primarily by further commitment to, and implementation of, state RPS and greenhouse gas reduction initiatives. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | The U.S. federal government has taken, and we expect it to continue to take, certain actions which are supportive of the industry for climate solutions. In August 2022, the President of the United States signed into law the IRA of 2022. The IRA includes several tax incentives to promote climate change mitigation and clean energy, electric vehicles, battery and energy storage manufacture or purchase. The U.S. presidential administration has taken immediate steps at the federal level which we believe signify support for climate solutions, including, but not limited to, rejoining the Paris Climate Accords and re-establishing a social price on carbon used in cost/benefit analysis for policy making. We expect this new administration, combined with a closely divided Congress, will usher in additional regulations supportive of the markets in which we invest. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | We expect that a variety of local governmental initiatives will create new opportunities for the development of new projects with the potential to realize higher returns on our equity as well as to create additional markets for our products. These initiatives include the award of long-term contracts to independent power generators, the creation of competitive wholesale markets for selling and trading energy, capacity and related energy products and the adoption of programs designed to encourage “clean” renewable and sustainable energy sources. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In the Product segment, we see new opportunities for business in New Zealand, the U.S., Asia Pacific and Central and South America. We have experienced increased competition from binary power plant equipment suppliers including the major steam turbine manufacturers. While we believe that we have a distinct competitive advantage based on our technology, accumulated experience and current worldwide share of installed binary generation capacity, an increase in competition may impact our ability to secure new purchase orders from potential customers. The increased competition may also lead to further reductions in the prices that we are able to charge for our binary equipment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Russia’s invasion of and military attacks on Ukraine, including indirect impacts as a result of sanctions and economic disruption, has complicated and may continue to further complicate existing supply chain constraints. Supply chain constraints may cause cost increases of raw materials, commodities and equipment that could adversely affect our profit margins. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In the markets in which we operate, particularly in the U.S, there have been higher rates of inflation over the last year. While our U.S. contracts are not indexed to inflation most of our international-based contracts are indexed to inflation. If inflation continues to increase in our markets, it may increase our expenses such that our profit margins could be adversely impacted. It may also increase the costs of some of our development projects that could negatively impact their competitiveness. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Interest rate increases for both short-term and long-term debt have increased sharply. Although our outstanding debt mostly bears fixed interest rates, as we refinance it, or borrow additional amounts, we may incur additional interest expense versus expiring loans. |
Revenues
Sources of Revenues
We generate our revenues from the sale of electricity from our geothermal and recovered energy-based power plants; the design, manufacture and sale of equipment for electricity generation; the construction, installation and engineering of power plant equipment; and the sale of energy storage services and electricity from our operating energy storage facilities.
Electricity Segment. Revenues attributable to our Electricity segment are derived from the sale of electricity from our power plants pursuant to long-term PPAs. While approximately 89.1% of our Electricity revenues for the year ended December 31, 2022 were derived from PPAs with fixed price components, we have variable price PPAs in Hawaii, which provide for payments based on the local utilities’ avoided cost. The avoided cost is the incremental cost that the power purchaser avoids by not having to generate such electrical energy itself or purchase it from others. In Hawaii, the prices paid for electricity pursuant to the 25 MW PPA for the Puna Complex in Hawaii change primarily as a result of variations in the price of oil as well as other commodities. In 2019, we signed a new PPA related to Puna with fixed prices, increased capacity and extended the term until 2052. We are currently negotiating economic amendments to the PPA which are subject to PUC approval.
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Accordingly, our revenues from this power plant may fluctuate. Our Electricity segment revenues are also subject to seasonal variations, as more fully described in “Seasonality” below.
Our PPAs generally provide for energy payments alone, or energy and capacity payments. Generally, capacity payments are payments calculated based on the amount of time and capacity that our power plants are available to generate electricity. Energy payments, are payments calculated based on the amount of electrical energy delivered to the relevant power purchaser at a designated delivery point. Our more recent PPAs generally provide for energy payments alone with an obligation to compensate the off-taker for its incremental costs as a result of shortfalls in our supply.
Product Segment. Revenues attributable to our Product segment are based on the sale of equipment, engineering, procurement and construction contracts and the provision of various services to our customers. Product segment revenues fluctuate between periods, primarily based on our ability to receive customer orders, the status and timing of such orders, delivery of raw materials and the completion of manufacturing. Larger customer orders for our products are typically the result of our sales efforts, our participation in, and winning tenders or requests for proposals issued by potential customers in connection with projects they are developing and orders by returning customers. Such projects often take a significant amount of time to design and develop and are subject to various contingencies, such as the customer’s ability to raise the necessary financing for a project. Consequently, we are generally unable to predict the timing of such orders for our products and may not be able to replace existing orders that we have completed with new ones. As a result, revenues from our Product segment fluctuate (sometimes extensively) from period to period.
Energy Storage Segment. Revenues attributable to our Energy Storage segment are generated by several grid-connected BESS facilities that we own and operate from selling energy, capacity and/or ancillary services in merchant markets like PJM Interconnect, ISO New England, ERCOT and CAISO. The revenues fluctuate over time since a large portion of such revenues are generated in the merchant markets, where price volatility is inherent. We recently signed a long-term tolling agreement that will secure fixed revenues for our Bottleneck 80MW/320MWh project in California.
We are pursuing the development of additional grid-connected BESS projects in multiple regions, with expected revenues coming from providing energy, capacity and/or ancillary services on a merchant basis, and/or through bilateral fixed contracts with load serving entities, investor owned utilities, publicly owned utilities and community choice aggregators. We may pursue financial instruments, where appropriate, to hedge some of the merchant risk.
Our management assesses the performance of our operating segments differently. In the case of our Electricity segment, when making decisions about potential acquisitions or the development of new projects, management typically focuses on the internal rate of return of the relevant investment, technical and geological matters and other business considerations. Management evaluates our operating power plants based on revenues, expenses, and EBITDA, and our projects that are under development based on costs attributable to each such project. Management evaluates the performance of our Product segment based on the timely delivery of our products, performance quality of our products, revenues and costs actually incurred to complete customer orders compared to the costs originally budgeted for such orders. We evaluate Energy Storage segment performance similar to the Electricity segment with respect to projects that we own and operate.
The following table sets forth a breakdown of our revenues for the years indicated:
| Revenues | % of Revenues for Period Indicated | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||||||
| Revenues: | (Dollars in thousands) | |||||||||||||||||||||||
| Electricity | $ | 631,727 | $ | 585,771 | $ | 541,393 | 86.0 | % | 88.3 | % | 76.8 | % | ||||||||||||
| Product | 71,414 | 46,920 | 148,125 | 9.7 | 7.1 | 21.0 | ||||||||||||||||||
| Energy Storage | 31,018 | 30,393 | 15,824 | 4.2 | 4.6 | 2.2 | ||||||||||||||||||
| Total revenues | $ | 734,159 | $ | 663,084 | $ | 705,342 | 100.0 | % | 100.0 | % | 100.0 | % |
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Geographic Breakdown of Results of Operations
The following table sets forth the geographic breakdown of the revenues attributable to our Electricity, Product and Energy Storage segments for the years indicated:
| Revenues | % of Revenues for Period Indicated | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||||||
| Electricity Segment: | (Dollars in thousands) | |||||||||||||||||||||||
| United States | $ | 446,000 | $ | 404,303 | $ | 341,399 | 70.6 | % | 69.0 | % | 63.1 | % | ||||||||||||
| International | 185,727 | 181,468 | 199,994 | 29.4 | 31.0 | 36.9 | ||||||||||||||||||
| Total | $ | 631,727 | $ | 585,771 | $ | 541,393 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
| Product Segment: | ||||||||||||||||||||||||
| United States | $ | 7,037 | $ | 5,414 | $ | 5,800 | 9.9 | % | 11.5 | % | 3.9 | % | ||||||||||||
| International | 64,377 | 41,506 | 142,325 | 90.1 | 88.5 | 96.1 | ||||||||||||||||||
| Total | $ | 71,414 | $ | 46,920 | $ | 148,125 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
| Energy Storage Segment: | ||||||||||||||||||||||||
| United States | $ | 31,018 | $ | 30,393 | $ | 15,824 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
| International | — | — | — | — | — | — | ||||||||||||||||||
| Total | $ | 31,018 | $ | 30,393 | $ | 15,824 | 100.0 | % | 100.0 | % | 100.0 | % |
In 2022, 2021 and 2020, 34%, 34% and 49% of our total revenues were derived from foreign locations, respectively, and our foreign operations had higher gross margins than our U.S. operations in each of those years. A substantial portion of international revenues came from Kenya and, to a lesser extent, from Honduras, Guadeloupe, Guatemala and other countries. Our operations in Kenya contributed disproportionately to gross profit and net income. The contribution to combined pre-tax income of our domestic and foreign operations within our Electricity segment and Product segment differ in a number of ways.
Electricity Segment. Our Electricity segment domestic revenues were approximately 71%, 69% and 63% of our total Electricity segment for the years ended December 31, 2022, 2021 and 2020, respectively. However, domestic operations have higher costs of revenues and expenses than our foreign operations. Our foreign power plants are located in lower-cost regions, like Kenya, Guatemala, Honduras and Guadeloupe, which favorably impact payroll, and maintenance expenses among other items. Our power plants in foreign locations are also newer than most of our domestic power plants and therefore tend to have lower maintenance costs and higher availability factors than our domestic power plants. Consequently, in 2022 and 2021, the international operations of the segment accounted for 43% and 45% of our total gross profits, 72% and 68% of our net income (assuming the majority of corporate operating expenses and financing are recorded under domestic jurisdiction) and 36% and 42% of our EBITDA, respectively.
Product Segment. Our Product segment foreign revenues were 90%, 88% and 96% of our total Product segment revenues for the years ended December 31, 2022, 2021 and 2020, respectively.
Energy Storage Segment. Our Energy Storage segment domestic revenues were 100.0% of our total Energy storage segment revenues for years ended December 31, 2022, 2021 and 2020, respectively.
Seasonality
Electricity generation from some of our geothermal power plants is subject to seasonal variations; in the winter, our power plants produce more energy primarily attributable to the lower ambient temperature, which has a favorable impact on the energy component of our Electricity segment revenues and the prices under many of our contracts are fixed throughout the year with no time-of-use impact. The prices paid for electricity under the PPAs for the Mammoth Complex and the North Brawley power plant in California, the Raft River power plant in Idaho, the Neal Hot Springs power plant in Oregon and the recently acquired Dixie Valley power plant in Nevada, are higher in the months of June through September. The higher payments payable under these PPAs in the summer months partially offset the negative impact on our revenues from lower generation in the summer attributable to a higher ambient temperature. As a result, we expect the revenues and gross profit in the winter months to be higher than the revenues and gross profit in the summer months and in general we expect the first and fourth quarters to generate higher revenues than the second and third quarters.
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Breakdown of Cost of Revenues
Electricity Segment
The principal cost of revenues attributable to our operating power plants are operation and maintenance expenses comprised of salaries and related employee benefits, equipment expenses, costs of parts and chemicals, costs related to third-party services, lease expenses, royalties, startup and auxiliary electricity purchases, property taxes, insurance, depreciation and amortization and, for some of our projects, purchases of make-up water for use in our cooling towers. In our California power plants, our principal cost of revenues also includes transmission charges and scheduling charges. In some of our Nevada power plants we also incur transmission and wheeling charges. Some of these expenses, such as parts, third-party services and major maintenance, are not incurred on a regular basis. This results in fluctuations in our expenses and our results of operations for individual power plants from quarter to quarter. Payments made to government agencies and private entities on account of site leases where power plants are located are included in cost of revenues. Royalty payments, included in cost of revenues, are made as compensation for the right to use certain geothermal resources and are paid as a percentage of the revenues derived from the associated geothermal rights. Royalties constituted approximately 4.8% and 4.3% of Electricity segment revenues for the years ended December 31, 2022 and 2021, respectively.
Product Segment
The principal cost of revenues attributable to our Product segment are materials, salaries and related employee benefits, expenses related to subcontracting activities, and transportation expenses. Sales commissions to sales representatives are included in selling and marketing expenses. Some of the principal expenses attributable to our Product segment, such as a portion of the costs related to labor, utilities and other support services are fixed, while others, such as materials, construction, transportation and sales commissions, are variable and may fluctuate significantly, depending on market conditions. As a result, the cost of revenues attributable to our Product segment, expressed as a percentage of total revenues, fluctuates. Another reason for such fluctuation is that in responding to bids for our products, we price our products and services in relation to existing competition and other prevailing market conditions, which may vary substantially from order to order.
Energy Storage Segment
The principal cost of revenues attributable to our Energy Storage segment are direct costs of BESS that we own. Direct costs include the labor associated with operations and maintenance of owned BESS.
Critical Accounting Estimates and Assumptions
Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report. However, certain of our accounting policies are particularly important to an understanding of our financial position and results of operations. In applying these critical accounting estimates and assumptions, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. Such estimates are based on management’s historical experience, the terms of existing contracts, management’s observance of trends in the geothermal industry, information provided by our customers and information available to management from other outside sources, as appropriate. Such estimates are subject to an inherent degree of uncertainty and, as a result, actual results could differ from our estimates. Our critical accounting policies include:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Revenues and Cost of Revenues. Revenues generated from the construction of geothermal and recovered energy-based power plant equipment and other equipment on behalf of third parties (Product revenues) are recognized using the percentage of completion method, which requires estimates of future costs over the full term of product delivery. Such cost estimates are made by management based on prior operations and specific project characteristics and designs. If management’s estimates of total estimated costs with respect to our Product segment are inaccurate, then the percentage of completion is inaccurate resulting in an over- or under-estimate of revenue and gross margin. As a result, we review and update our cost estimates on significant contracts on a quarterly basis, and at least on an annual basis for all others, or when circumstances change and warrant a modification to a previous estimate. Changes in job performance, job conditions, and estimated profitability, including those arising from the application of penalty provisions in relevant contracts and final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined. Provisions for estimated losses relating to contracts are made in the period in which such losses are determined. Revenues generated from engineering and operating services and sales of products and parts are recorded once the service is provided or product delivered as the customer obtains control of the asset, as applicable. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Property, Plant and Equipment. We capitalize all costs associated with the acquisition, development and construction of power plant facilities. Major improvements are capitalized and repairs and maintenance (including major maintenance) costs are expensed. We estimate the useful life of our power plants to range between 25 and 30 years. Such estimates are made by management based on factors such as prior operations, the terms of the underlying PPAs, geothermal resources, the location of the assets and specific power plant characteristics and designs. Changes in such estimates could result in useful lives which are either longer or shorter than the depreciable lives of such assets. We periodically re-evaluate the estimated useful life of our power plants and revise the remaining depreciable life on a prospective basis. We capitalize costs incurred in connection with the exploration and development of geothermal resources beginning when we acquire land rights to the potential geothermal resource. Prior to acquiring land rights, we make an initial assessment that an economically feasible geothermal reservoir is probable on that land using available data and external assessments vetted through our exploration department and occasionally outside service providers. Costs incurred prior to acquiring land rights are expensed. It normally takes two to three years from the time we start active exploration of a particular geothermal resource to the time we have an operating production well, assuming we conclude the resource is commercially viable. In most cases, we obtain the right to conduct our geothermal development and operations on land owned by the BLM, various states or with private parties. Once we acquire land rights to the potential geothermal resource, we perform additional activities to assess the commercial viability of the resource. Such activities include, among others, conducting surveys and other analysis, obtaining drilling permits, creating access roads to drilling sites, and exploratory drilling which may include temperature gradient holes and/or slim holes. Such costs are capitalized and included in construction-in-process. Once our exploration activities are complete, we finalize our assessment as to the commercial viability of the geothermal resource and either proceed to the construction phase for a power plant or abandon the site. If we decide to abandon a site, all previously capitalized costs associated with the exploration project are written off. Our assessment of economic viability of an exploration project involves significant management judgment and uncertainties as to whether a commercially viable resource exists at the time we acquire land rights and begin to capitalize such costs. As a result, it is possible that our initial assessment of a geothermal resource may be incorrect and we will have to write off costs associated with the project that were previously capitalized. Due to the uncertainties inherent in geothermal exploration, historical impairments may not be indicative of future impairments. Included in construction-in-process are costs related to projects in exploration and development of $95.3 million and $50.7 million at December 31, 2022 and 2021, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of. We evaluate long-lived assets, such as property, plant and equipment and construction-in-process for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors which could trigger an impairment include, among others, significant underperformance relative to historical or projected future operating results, significant changes in our use of assets or our overall business strategy, negative industry or economic trends, a determination that an exploration project will not support commercial operations, a determination that a suspended project is not likely to be completed, a significant increase in costs necessary to complete a project, legal factors relating to our business or when we conclude that it is more likely than not that an asset will be disposed of or sold. We test our operating plants that are operated together as a complex for impairment at the complex level because the cash flows of such plants result from significant shared operating activities. For example, the operating power plants in a complex are managed under a combined operation management generally with one central control room that controls all of the power plants in a complex and one maintenance group that services all of the power plants in a complex. As a result, the cash flows from individual plants within a complex are not largely independent of the cash flows of other plants within the complex. We test for impairment of our operating plants which are not operated as a complex, as well as our projects under exploration, development or construction that are not part of an existing complex, at the plant or project level. To the extent an operating plant becomes part of a complex in the future, we will test for impairment at the complex level. |
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Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. The significant assumptions that we use in estimating our undiscounted future cash flows include (i) projected generating capacity of the power plant and rates to be received under the respective PPA and (ii) projected operating expenses of the relevant power plant. Estimates of future cash flows used to test recoverability of a long-lived asset under development also include cash flows associated with all future expenditures necessary to develop the asset. If future cash flows are actually less than those used in such estimates, we may incur impairment losses in the future that could be material to our financial condition and/or results of operations.
If our assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We believe that for the year ended December 31, 2022, except for the non-cash impairment charge related to our Brawley power plant, as further detailed under Note 9 to the consolidated financial statements, no impairment exists for any of our long-lived assets; however, estimates as to the recoverability of such assets may change based on revised circumstances. Estimates of the fair value of assets require estimating useful lives and selecting a discount rate that reflects the risk inherent in future cash flows.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Goodwill. Goodwill represents the excess of the fair value of consideration transferred in the business combination transactions over the fair value of tangible and intangible assets acquired, net of the fair value of liabilities assumed and the fair value of any noncontrolling interest in the acquisitions. Goodwill is not amortized but rather subject to a periodic impairment testing on an annual basis, which the Company performs on December 31 of each year, or if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Additionally, it is permitted to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. An entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative goodwill impairment test. This would not preclude the entity from performing the qualitative assessment in any subsequent period. The quantitative assessment compares the fair value of the reporting unit to its carrying value, including goodwill. Under ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), an entity should recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Obligations Associated with the Retirement of Long-Lived Assets. We record the fair market value of legal liabilities related to the retirement of our assets in the period in which such liabilities are incurred. These liabilities include our obligation to plug wells upon termination of our operating activities, the dismantling of our power plants upon cessation of our operations, and the performance of certain remedial measures related to the land on which such operations were conducted. When a new liability for an asset retirement obligation is recorded, we capitalize the costs of such liability by increasing the carrying amount of the related long-lived asset. Such liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. At retirement, we either settle the obligation for its recorded amount or report either a gain or a loss with respect thereto. Estimates of the costs associated with asset retirement obligations are based on factors such as prior operations, the location of the assets and specific power plant characteristics. We review and update our cost estimates periodically and adjust our asset retirement obligations in the period in which the revisions are determined. If actual results are not consistent with our assumptions used in estimating our asset retirement obligations, we may incur additional losses that could be material to our financial condition or results of operations. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Accounting for Income Taxes. Significant estimates are required to arrive at our consolidated income tax provision. This process requires us to estimate our actual current tax exposure and to make an assessment of temporary differences resulting from different treatments of items for tax and accounting purposes. Such differences result in deferred tax assets and liabilities which are included in our consolidated balance sheets. For those jurisdictions where the projected operating results indicate that realization of our net deferred tax assets is not more likely than not, a valuation allowance is recorded. |
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We evaluate our ability to utilize the deferred tax assets quarterly and assess the need for a valuation allowance. In assessing the need for a valuation allowance, we estimate future taxable income, including the impacts of the enacted tax law, the feasibility of ongoing tax planning strategies and the realizability of tax credits and tax loss carryforwards. Valuation allowances related to deferred tax assets can be affected by changes in tax laws, statutory tax rates, and future taxable income. We have recorded a valuation allowance related to our U.S. deferred tax assets. In the future, if there is sufficient evidence that we will be able to generate sufficient future taxable income in the United States, we may be required to reduce this valuation allowance, resulting in income tax benefits in our Consolidated Statement of Operations.
In the ordinary course of business, there can be inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, which is greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information, we recognize between 0 to 100% of the tax benefit. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, we do not recognize any tax benefit in the consolidated financial statements. Resolution of uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition or results of operations.
New Accounting Pronouncements
See Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report for information regarding new accounting pronouncements.
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Results of Operations
Our historical operating results in dollars and as a percentage of total revenues are presented below.
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| (Dollars in thousands, except earnings per share data) | ||||||||||||
| Revenues: | ||||||||||||
| Electricity | $ | 631,727 | $ | 585,771 | $ | 541,393 | ||||||
| Product | 71,414 | 46,920 | 148,125 | |||||||||
| Energy storage | 31,018 | 30,393 | 15,824 | |||||||||
| Total revenues | 734,159 | 663,084 | 705,342 | |||||||||
| Cost of revenues: | ||||||||||||
| Electricity | 380,361 | 337,019 | 300,059 | |||||||||
| Product | 60,479 | 41,374 | 114,948 | |||||||||
| Energy storage | 24,495 | 20,353 | 14,060 | |||||||||
| Total cost of revenues | 465,335 | 398,746 | 429,067 | |||||||||
| Gross profit (loss) | ||||||||||||
| Electricity | 251,366 | 248,752 | 241,334 | |||||||||
| Product | 10,935 | 5,546 | 33,177 | |||||||||
| Energy storage | 6,523 | 10,040 | 1,764 | |||||||||
| Total gross profit | 268,824 | 264,338 | 276,275 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 5,078 | 4,129 | 5,395 | |||||||||
| Selling and marketing expenses | 16,193 | 15,199 | 17,384 | |||||||||
| General and administrative expenses | 61,274 | 75,901 | 60,226 | |||||||||
| Impairment of long-lived assets | 32,648 | — | — | |||||||||
| Write-off of unsuccessful exploration activities | 828 | — | — | |||||||||
| Business interruption insurance income | — | (248 | ) | (20,743 | ) | |||||||
| Operating income | 152,803 | 169,357 | 214,013 | |||||||||
| Other income (expense): | ||||||||||||
| Interest income | 3,417 | 2,124 | 1,717 | |||||||||
| Interest expense, net | (87,743 | ) | (82,658 | ) | (77,953 | ) | ||||||
| Derivatives and foreign currency transaction gains (losses) | (6,044 | ) | (14,720 | ) | 3,802 | |||||||
| Income attributable to sale of tax benefits | 33,885 | 29,582 | 25,720 | |||||||||
| Other non-operating income (expense), net | (709 | ) | (134 | ) | 1,418 | |||||||
| Income from operations before income tax and equity in earnings (losses) of investees | 95,609 | 103,551 | 168,717 | |||||||||
| Income tax (provision) benefit | (14,742 | ) | (24,850 | ) | (67,003 | ) | ||||||
| Equity in earnings (losses) of investees, net | (3,072 | ) | (2,624 | ) | 92 | |||||||
| Net Income | 77,795 | 76,077 | 101,806 | |||||||||
| Net income attributable to noncontrolling interest | (11,954 | ) | (13,985 | ) | (16,350 | ) | ||||||
| Net income attributable to the Company's stockholders | $ | 65,841 | $ | 62,092 | $ | 85,456 | ||||||
| Earnings per share attributable to the Company's stockholders: | ||||||||||||
| Basic: | $ | 1.17 | $ | 1.11 | $ | 1.66 | ||||||
| Diluted: | $ | 1.17 | $ | 1.10 | $ | 1.65 | ||||||
| Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders: | ||||||||||||
| Basic | 56,063 | 56,004 | 51,567 | |||||||||
| Diluted | 56,503 | 56,402 | 51,937 |
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Results as a percentage of revenues
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| Revenues: | ||||||||||||
| Electricity | 86.0 | % | 88.3 | % | 76.8 | % | ||||||
| Product | 9.7 | 7.1 | 21.0 | |||||||||
| Energy storage | 4.2 | 4.6 | 2.2 | |||||||||
| Total revenues | 100.0 | 100.0 | 100.0 | |||||||||
| Cost of revenues: | ||||||||||||
| Electricity | 60.2 | 57.5 | 55.4 | |||||||||
| Product | 84.7 | 88.2 | 77.6 | |||||||||
| Energy storage | 79.0 | 67.0 | 88.9 | |||||||||
| Total cost of revenues | 63.4 | 60.1 | 60.8 | |||||||||
| Gross profit (loss) | ||||||||||||
| Electricity | 39.8 | 42.5 | 44.6 | |||||||||
| Product | 15.3 | 11.8 | 22.4 | |||||||||
| Energy storage | 21.0 | 33.0 | 11.1 | |||||||||
| Total gross profit | 36.6 | 39.9 | 39.2 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 0.7 | 0.6 | 0.8 | |||||||||
| Selling and marketing expenses | 2.2 | 2.3 | 2.5 | |||||||||
| General and administrative expenses | 8.3 | 11.4 | 8.5 | |||||||||
| Impairment charge | 4.4 | 0.0 | 0.0 | |||||||||
| Write-off of unsuccessful exploration activities | 0.1 | 0.0 | 0.0 | |||||||||
| Business interruption insurance income | 0.0 | 0.0 | (2.9 | ) | ||||||||
| Operating income | 20.8 | 25.5 | 30.3 | |||||||||
| Other income (expense): | ||||||||||||
| Interest income | 0.5 | 0.3 | 0.2 | |||||||||
| Interest expense, net | (12.0 | ) | (12.5 | ) | (11.1 | ) | ||||||
| Derivatives and foreign currency transaction gains (losses) | (0.8 | ) | (2.2 | ) | 0.5 | |||||||
| Income attributable to sale of tax benefits | 4.6 | 4.5 | 3.6 | |||||||||
| Other non-operating income (expense), net | (0.1 | ) | — | 0.2 | ||||||||
| Income from continuing operations before income tax and equity in earnings (losses) of investees | 13.0 | 15.6 | 23.9 | |||||||||
| Income tax (provision) benefit | (2.0 | ) | (3.7 | ) | (9.5 | ) | ||||||
| Equity in earnings (losses) of investees, net | (0.4 | ) | (0.4 | ) | — | |||||||
| Net Income | 10.6 | 11.5 | 14.4 | |||||||||
| Net income attributable to noncontrolling interest | (1.6 | ) | (2.1 | ) | (2.3 | ) | ||||||
| Net income attributable to the Company's stockholders | 9.0 | % | 9.4 | % | 12.1 | % |
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Comparison of the Year Ended December 31, 2022 and the Year Ended December 31, 2021
Total Revenues
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Increase (Decrease) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||||
| Electricity segment revenues | $ | 631.7 | $ | 585.8 | $ | 46.0 | 7.8 | % | ||||||||
| Product segment revenues | 71.4 | 46.9 | 24.5 | 52.2 | ||||||||||||
| Energy Storage segment revenues | 31.0 | 30.4 | 0.6 | 2.1 | ||||||||||||
| Total Revenues | $ | 734.2 | $ | 663.1 | $ | 71.1 | 10.7 | % |
For the year ended December 31, 2022, our total revenues increased by 10.7% from $663.1 million in 2021 to $734.2 million in 2022.
Electricity Segment
Revenues attributable to our Electricity segment for the year ended December 31, 2022 were $631.7 million, compared to $585.8 million for the year ended December 31, 2021, representing a 7.8% increase. The increase in our Electricity segment revenues was mainly due to (i) higher revenues in Puna of $20.0 million, primarily due to higher electricity rates and the resumption of the power plant to 25MW during the third quarter of 2021; (ii) the full year inclusion of the Dixie Valley and Beowawe power plants following the Terra-Gen acquisition in July 2021, which contributed approximately $21.8 million to the revenues increase; (iii) the start of commercial operation of our CD4 power plant facility in July 2022, which contributed an additional $9.0 million; (iv) the enhancement in McGinness Hills in April 2021, which contributed approximately $4.3 million, and (v) the start of commercial operations of Tungsten Mountain 2 in April 2022, which contributed an additional $4.7 million. This increase was partially offset primarily by a decrease in revenues of approximately $14.6 million as a result of the shutdown at the Heber 1 power plant following a fire that caused damage to the steam turbine in February 2022.
During the years ended December 31, 2022 and 2021, our consolidated power plants generated 6,661,775 MWh and 6,529,140 MWh, respectively, an increase of 2.0%. The average prices during the years ended December 31, 2022 and 2021 were $94.8 and $89.7 per MWh, respectively.
For the year ended December 31, 2022, our Electricity segment generated 86.0% of our total revenues, compared to 88.3% in the previous year, while our Product segment generated 9.7% of our total revenues, compared to 7.1% in the previous year, and our Energy Storage segment generated 4.2% of our total revenues, compared to 4.6% in the previous year.
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Product Segment
Revenues attributable to our Product segment for the year ended December 31, 2022 were $71.4 million, compared to $46.9 million for the year ended December 31, 2021, representing a 52.2% increase. The increase in our Product segment revenues was due to certain new projects in New Zealand, Nicaragua and Indonesia for which we recorded revenues in 2022 compared to different projects in New Zealand and Chile for which revenues were recorded during 2021.
Energy Storage Segment
Revenues attributable to our Energy Storage segment for the year ended December 31, 2022 were $31.0 million compared to $30.4 million for the year ended December 31, 2021, representing a 2.1% increase. The increase was mainly due to higher revenues at PJM and CAISO facilities due to high energy rates and increased performance of the assets in 2022 compared to 2021, primarily offset by a decrease of $6.7 million in revenues from the Rabbit Hill battery energy storage facility primarily as a result of the February 2021 power crisis in Texas, which resulted in a record high increase in demand for electricity on the one hand and a significant decrease in electricity supply in the region on the other hand which led to a significant increase in the Responsive Reserve Service market price during this weather event.
Total Cost of Revenues
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Increase (Decrease) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||||
| Electricity segment cost of revenues | $ | 380.4 | $ | 337.0 | $ | 43.3 | 12.9 | % | ||||||||
| Product segment cost of revenues | 60.5 | 41.4 | 19.1 | 46.2 | ||||||||||||
| Energy Storage segment cost of revenues | 24.5 | 20.4 | 4.1 | 20.4 | ||||||||||||
| Total Cost of Revenues | $ | 465.4 | $ | 398.8 | $ | 66.5 | 16.7 | % |
Electricity Segment
Total cost of revenues attributable to our Electricity segment for the year ended December 31, 2022 was $380.4 million, compared to $337.0 million for the year ended December 31, 2021, representing a 12.9% increase. This increase was primarily attributable to: (i) $20.8 million in higher costs related to the Puna power plant attributable to the resumption of the power plant to 25MW in the third quarter of 2021, including $13.7 million higher business interruption insurance income in 2021, versus 2022; (ii) the full year inclusion of the Dixie Valley and Beowawe power plants following the Terra-Gen acquisition in July 2021, which contributed approximately $20.2 million to the increase in cost of revenues; (iii) the start of commercial operation of our CD4 power plant facility in July 2022, which contributed an additional $4.6 million; and (iv) the start of commercial operations of Tungsten Mountain 2 in April 2022, which contributed an additional $2.5 million. This increase was partially offset by a decrease in cost of revenues of approximately $15.3 million as a result of the shutdown at the Heber 1 power plant following a fire that caused damage to the steam turbine in February 2022. The decrease in cost of revenues related to the Heber 1 fire included $13.8 million of business interruption insurance income recorded in 2022 versus none in 2021.
As a percentage of total Electricity revenues, the total cost of revenues attributable to our Electricity segment for the year ended December 31, 2022 was 60.2%, compared to 57.5% for the year ended December 31, 2021. This increase was primarily attributable to higher operational costs in some of our power plants. The cost of revenues attributable to our international power plants was 18% of our Electricity segment cost of revenues for the year ended December 31, 2022.
Product Segment
Total cost of revenues attributable to our Product segment for the year ended December 31, 2022 was $60.5 million, compared to $41.4 million for the year ended December 31, 2021, representing a 46.2% increase from the prior period. This increase was primarily attributable to the increase in Product segment revenues, as discussed above. As a percentage of total Product segment revenues, our total cost of revenues attributable to our Product segment for the year ended December 31, 2022 was 84.7%, compared to 88.2% for the year ended December 31, 2021.
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Energy Storage Segment
Cost of revenues attributable to our Energy Storage segment for the year ended December 31, 2022 were $24.5 million as compared to $20.4 million in the year ended December 31, 2021. This increase was mainly due to the addition of the Vallecito battery energy storage system to our commercially operating sites in April 2021 and Tierra Buena in June 2022 as well as to the increase in energy storage revenues at our PJM and CAISO facilities as described above.
Research and Development Expenses
Research and development expenses for the year ended December 31, 2022 were $5.1 million, compared to $4.1 million for the year ended December 31, 2021, represent a 23.0% increase. The increase is mainly attributable to the timing of new development projects that took place during the year ended December 31, 2022 compared to 2021.
Selling and Marketing Expenses
Selling and marketing expenses for the year ended December 31, 2022 were $16.2 million, compared to $15.2 million for the year ended December 31, 2021, representing a 6.5% increase. The increase was mainly due to an increase in sales commissions as a result of the corresponding increase in Product segment revenues and amortization of stock-based awards. Selling and marketing expenses constituted 2.2% of total revenues for the year ended December 31, 2022, compared to 2.3%, for the year ended December 31, 2021.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2022 were $61.3 million, compared to $75.9 million for the year ended December 31, 2021, representing a 19.3% decrease. The decrease was primarily attributable to: (i) $5.6 million of transaction costs in 2021 including $4.7 million related to the TG Geothermal Portfolio, LLC, acquisition, in July, 2021; (ii) higher legal costs in 2021 mainly associated with the investigation by the Special Committee; (iii) a provision for doubtful debts of $3.0 million included in 2021 related to imbalance charges from the grid operator in respect of our demand response operations that we were unable to collect due to the February 2021 power crisis in Texas; and (iv) a reversal of a contingent liability in 2022 of $1.8 million related to our Guadeloupe power plant acquisition.
General and administrative expenses for the year ended December 31, 2022 constituted 8.3% of total revenues for such period, compared to 11.4%, for the year ended December 31, 2021.
Impairment of long-lived assets
Impairment of long-lived assets for the year ended December 31, 2022 of $32.6 million is primarily attributable to a non-cash impairment charge related to our Brawley power plant as further described under Note 1 to the consolidated financial statement. There was no such impairment during the year ended December 31, 2021.
Write-off of Unsuccessful Exploration Activities
Write-offs of unsuccessful exploration activities for year ended December 31, 2022 were $0.8 million compared to none for the year ended December 31, 2021. These write-offs are related to geothermal exploration projects that the Company decided to no longer pursue.
Interest Expense, Net
Interest expense, net, for the year ended December 31, 2022 was $87.7 million, compared to $82.7 million for the year ended December 31, 2021, representing a 6.2% increase. This increase was primarily due to (i) $5.6 million related to the Convertible Senior Notes which we entered into in June 2022; (ii) $3.3 million of higher interest expenses related to the financing liability assumed as part of the business combination purchase transaction of the Terra-Gen geothermal assets in July 2021; and (iii) $6.6 million of higher interest expenses related to Bank Hapoalim Loan received in July 2021, HSBC Bank Loan received in July 2021, Bank Discount Loan received in September 2021 and Bank Mizrahi Loan received in April 2022. This increase was partially offset by an increase of $4.1 million in interest capitalized to projects under construction, $5.0 million related to the prepayment of Series 3 Bonds in June 2022, and lower interest expenses on other long-term loans as a result of regular principal payments.
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Derivatives and Foreign Currency Transaction Gains (Losses)
Derivatives and foreign currency transaction losses for the year ended December 31, 2022 were $6.0 million, compared to losses of $14.7 million for the year ended December 31, 2021. Derivatives and foreign currency transaction losses for the year ended December 31, 2021 included mainly $14.5 million in losses relating to the hedge transaction associated with our Rabbit Hill battery energy storage facility, due to extreme weather conditions in the area of Georgetown, Texas in February 2021. In addition, derivatives and foreign currency transaction gains and losses includes losses from foreign currency forward contracts which were not accounted for as hedge transactions and which were higher in 2022 than in 2021.
Income Attributable to Sale of Tax Benefits
Income attributable to the sale of tax benefits for the year ended December 31, 2022 was $33.9 million, compared to $29.6 million for the year ended December 31, 2021. This income primarily represents the value of PTCs and taxable income or loss generated by certain of our power plants allocated to investors under tax equity transactions. The increase of $4.3 million in income attributable to the sale of tax benefits is primarily related to the Steamboat Hills tax monetization transaction which we entered into in October 2021.
Other Non-Operating Income (Expense), Net
Other non-operating income, net for the year ended December 31, 2022 was $0.7 million, compared to $0.1 million for the year ended December 31, 2021. Other non-operating income for the year ended December 31, 2022 primarily includes a make-whole premium of $1.1 million from the prepayment of Series 3 Bonds during the second quarter of 2022, as further discussed under Note 1 to the consolidated financial statements, net of gain from a sale of certain equipment to a third party.
Income Taxes
Income tax provision for the year ended December 31, 2022, was $14.7 million, a decrease of $10.1 million compared to an income tax provision of $24.9 million for the year ended December 31, 2021. Our effective tax rate for the year ended December 31, 2022 and 2021, was 15.4% and 24.0%, respectively. The effective rate differs from the federal statutory rate of 21% for the year ended December 31, 2022 due to the jurisdictional mix of earnings at differing tax rates from the federal statutory tax rate, movement in the valuation allowance; and generation of production tax credits.
Equity in Earnings (losses) of investees, net
Equity in losses of investees, net in the year ended December 31, 2022, was $3.1 million, compared to $2.6 million in the year ended December 31, 2021. Equity in earnings (losses) of investees, net is mainly derived from our 12.75% share in the earnings or losses in Sarulla. During the second quarter of 2022, Sarulla agreed with its banks on a framework that will enable it to perform remediation work that is aimed to improve the plant’s performance. The execution of the phase 1 of the remediation works is underway and major contractors are being mobilized. However, as part of the remediation works involves drilling activities, uncertainty remains regarding Sarulla’s ability to meet the plan and the Company is evaluating periodically the impact of the plan on future performance. As the Company determined that the current situation and circumstances related to its equity investment in Sarulla are temporary, no impairment testing was required at year-end.
Net Income attributable to the Company’s Stockholders
Net income attributable to the Company’s stockholders for the year ended December 31, 2022 was $65.8 million, compared to $62.1 million for the year ended December 31, 2021, which represents an increase of $3.7 million. This increase was attributable to the increase of $1.7 million in net income which was affected by the factors described above, as well as a decrease of $2.0 million in net income attributable to noncontrolling interest, mainly attributable to lower allocated income in the year ended December 31, 2022, compared to the year ended December 31, 2021.
Comparison of the year ended December 31, 2021 and the year ended December 31, 2020
A discussion of changes in our results of operations in 2021 compared to 2020 has been omitted from this Form10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 25, 2022, which is incorporated by reference herein. This Form 10-K for the fiscal year ended December 31, 2021 is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
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Liquidity and Capital Resources
Our principal sources of liquidity have been derived from cash flows from operations, proceeds from third party debt such as borrowings under our credit facilities and issuances of debt securities, equity offerings, project financing and tax monetization transactions, short term borrowing under our lines of credit, and proceeds from the sale of equity interests in one or more of our projects. We have utilized this cash to develop and construct power plants, fund our acquisitions, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.
Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans. However, the cost of obtaining financing for our project needs may increase significantly or such financing may be difficult to obtain.
As of December 31, 2022, we had access to: (i) $95.9 million in cash and cash equivalents, of which $28.1 million was held by our foreign subsidiaries; and (ii) $390.7 million of unused corporate borrowing capacity under existing lines of credit with different commercial banks.
As of December 31, 2022, $197.4 million in the aggregate was outstanding under credit agreements with several banks as detailed below under “Letters of Credits under the Credit Agreements”.
Our estimated capital needs for 2023 include approximately $589.0 million for capital expenditures on new projects under development or construction including storage projects, exploration activity and maintenance capital expenditures for our existing projects. In addition, we expect $181.7 million for long-term debt repayments.
Our capital expenditures primarily relate to the enhancement of our existing power plants and the construction of new power plants. We have budgeted approximately $570.0 million in capital expenditures for construction of new projects and enhancements to our existing power plants, of which we had invested $245.0 million as of December 31, 2022. We expect to invest approximately $225.0 million in 2023 and the remaining approximately $100.0 million on thereafter.
In addition, we estimate approximately $364.0 million in additional capital expenditures in 2023 to be allocated as follows: (i) approximately $101.0 million for the exploration, drilling and development of new projects and enhancements of existing power plants that are not yet released for full construction; (ii) approximately $60.0 million for maintenance of capital expenditures to our operating power plants; (iii) approximately $183.0 million for the construction and development of storage projects; and (iv) approximately $20.0 million for enhancements to our production facilities.
We expect to finance these requirements with: (i) the sources of liquidity described above; (ii) positive cash flows from our operations; and (iii) future project financings and re-financings (including construction loans and tax equity). Management believes that, based on the current stage of implementation of our strategic plan, the sources of liquidity and capital resources described above will address our anticipated liquidity, capital expenditures, and other investment requirements.
Letters of Credits under the Credit Agreements
Some of our customers require our project subsidiaries to post letters of credit in order to guarantee their respective performance under relevant contracts. We are also required to post letters of credit to secure our obligations under various leases and licenses and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. In addition, our subsidiary, Ormat Systems, is required from time to time to post performance letters of credit in favor of our customers with respect to orders of products.
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The table below describes our committed and non-committed lines:
| Credit Agreements | Amount Issued | Issued and Outstanding as of | Termination Date | ||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | |||||||||
| (Dollars in millions) | |||||||||
| Committed lines for credit and letters of credit | $ | 468.0 | $ | 77.3 | March 2023 - Jul 2025 | ||||
| Committed lines for letters of credit | 155.0 | 105.2 | April 2023 - December 2023 | ||||||
| Non-committed lines | - | 14.9 | October 2023 | ||||||
| Total | $ | 623.0 | $ | 197.4 |
Restrictive covenants
Our obligations under the credit agreements, the loan agreements, and the trust instrument governing the bonds described above, are unsecured, but we are subject to a negative pledge in favor of the banks and the other lenders and certain other restrictive covenants. These include, among other things, a prohibition on: (i) creating any floating charge or any permanent pledge, charge or lien over our assets without obtaining the prior written approval of the lender; (ii) guaranteeing the liabilities of any third party without obtaining the prior written approval of the lender; and (iii) selling, assigning, transferring, conveying or disposing of all or substantially all of our assets, or a change of control in our ownership structure. Some of the credit agreements, the term loan agreements, and the trust instrument contain cross-default provisions with respect to other material indebtedness owed by us to any third party. In some cases, we have agreed to maintain certain financial ratios, which are measured quarterly, such as: (i) equity of at least $750 million and in no event less than 25% of total assets; and (ii) 12-month debt, net of cash, cash equivalents, and short-term bank deposits to Adjusted EBITDA ratio not to exceed 6. As of December 31, 2022: (i) total equity was $2,021.0 million and the actual equity to total assets ratio was 43.8%; and (ii) the 12-month debt, net of cash and cash equivalents to Adjusted EBITDA ratio was 4.13. During the year ended December 31, 2022, we distributed interim dividends in an aggregate amount of $27.1 million. The failure to perform or observe any of the covenants set forth in such agreements, subject to various cure periods, would result in the occurrence of an event of default and would enable the lenders to accelerate all amounts due under each such agreement.
As described above, we are currently in compliance with our covenants with respect to the credit agreements, the loan agreements (except as described below) and the trust instrument, and believe that the restrictive covenants, financial ratios and other terms of any of our full-recourse bank credit agreements will not materially impact our business plan or operations.
As of December 31, 2022, we did not meet the covenants related to the DAC 1 Senior Secured Notes which resulted in certain equity distribution restrictions from the related subsidiary.
Credit Agreements
Credit Agreement with MUFG Union Bank
Ormat Nevada has a credit agreement with MUFG Union Bank under which it has an aggregate available credit of up to $60.0 million as of December 31, 2022.The credit termination date is June 30, 2023.
The facility is limited to the issuance, extension, modification or amendment of letters of credit. Union Bank is currently the sole lender and issuing bank under the credit agreement, but is also designated as an administrative agent on behalf of banks that may, from time to time in the future, join the credit agreement as lenders. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured. There are various restrictive covenants under the credit agreement, which include a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0. As of December 31,2022: (i) the actual 12-month debt to EBITDA ratio was 2.04; (ii) the 12-month DSCR was 3.91; and (iii) the distribution leverage ratio was 0.63. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of Union Bank. As of December 31, 2022, the covenants have been met. As of December 31, 2022, letters of credit in the aggregate amount of $57.6 million were issued and outstanding under this credit agreement.
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Credit Agreement with HSBC Bank USA N.A.
Ormat Nevada has a credit agreement with HSBC Bank USA, N.A for one year with annual renewals. The current expiration date of the facility under this credit agreement is October 31, 2023. On December 31, 2022, the aggregate amount available under the credit agreement was $35.0 million. This credit line is limited to the issuance, extension, modification or amendment of letters of credit. In addition, Ormat Nevada has an uncommitted discretionary demand line of credit in the aggregate amount of $35.0 million available for letters of credit including up to $20 million of credit. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured.
There are various restrictive covenants under the credit agreement, including a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0. As of December 31, 2022: (i) the actual 12-month debt to EBITDA ratio was 2.04; (ii) the 12-month DSCR was 3.91; and (iii) the distribution leverage ratio was 0.63. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of HSBC. As of December 31, 2022, the covenants have been met.
As of December 31, 2022, letters of credit in the aggregate amount of $34.2 million were issued and outstanding under the committed portion of this credit agreement and $4.8 million under the uncommitted portion of the agreement.
Future minimum payments
Future minimum payments under long-term obligations as of December 31, 2022, are detailed under the caption Contractual Obligations and Commercial Commitments, below.
Third-Party Debt
Our third-party debt consists of (i) non-recourse and limited-recourse project finance debt or acquisition financing that we or our subsidiaries have obtained for the purpose of developing and constructing, refinancing or acquiring our various projects; (ii) full-recourse debt incurred by us or our subsidiaries for general corporate purposes; (iii) convertible senior note issued in June 2022 as further described under Note 1 to the consolidated financial statements; and (iv) financing liability assumed as part of the TG Geothermal Portfolio, LLC acquisition as further described under note 2 to the consolidated financial statements.
Non-recourse debt refers to debt involving debt repayments that are made solely from the power plant’s revenues (rather than our revenues or revenues of any other power plant) and generally are secured by the power plant’s physical assets, major contracts and agreements, cash accounts and, in many cases, our ownership interest in our affiliate that owns that power plant. These forms of financing are referred to as “project financing”.
In the event of a foreclosure after a default, our affiliate that owns the power plant would only retain an interest in the power plant assets, if any, remaining after all debts and obligations have been paid in full. In addition, incurrence of debt by a power plant may reduce the liquidity of our equity interest in that power plant because the equity interest is typically subject both to a pledge in favor of the power plant’s lenders securing the power plant’s debt and to transfer and change of control restrictions set forth in the relevant financing agreements.
Limited recourse debt refers to project financing as described above with the addition of our agreement to undertake limited financial support for our affiliate that owns the power plant in the form of certain limited obligations and contingent liabilities. These obligations and contingent liabilities may take the form of guarantees of certain specified obligations, indemnities, capital infusions and agreements to pay certain debt service deficiencies. Creditors of a project financing of a particular power plant may have direct recourse to us to the extent of these limited recourse obligations.
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Non-Recourse and Limited-Recourse Third-Party Debt
| Loan | Line of Credit | Amount Outstanding as of | Interest Rate | Maturity Date | Related Projects | Location | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | ||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||
| OFC 2 Senior Secured Notes – Series A | $ | 151.7 | $ | 71.8 | 4.69 | % | 2032 | McGinness Hills phase 1 and Tuscarora | United States | |||||||||
| OFC 2 Senior Secured Notes – Series B | 140.0 | 86.3 | 4.61 | % | 2032 | McGinness Hills phase 2 | United States | |||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 1 | 85.0 | 37.8 | 6.34 | % | 2030 | Olkaria III Complex | Kenya | |||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 2 | 180.0 | 79.4 | 6.29 | % | 2030 | Olkaria III Complex | Kenya | |||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 3 | 45.0 | 21.5 | 6.12 | % | 2030 | Olkaria III Complex | Kenya | |||||||||||
| Amatitlan Financing (1) | 42.0 | 15.8 | LIBOR+4.35 | % | 2027 | Amatitlan | Guatemala | |||||||||||
| Don A. Campbell Senior Secured Notes | 92.5 | 62.7 | 4.03 | % | 2033 | Don A. Campbell Complex | United States | |||||||||||
| Idaho Refinancing Note (2) | 61.6 | 61.6 | 6.26 | % | 2038 | Neal Hot Springs and Raft River | United States | |||||||||||
| U.S. Department of Energy loan (3) | 96.8 | 32.8 | 2.61 | % | 2035 | Neal Hot Springs | United States | |||||||||||
| Prudential Capital Group Nevada Loan | 30.7 | 25.0 | 6.75 | % | 2037 | San Emidio | United States | |||||||||||
| Platanares Loan with DFC | 114.7 | 79.9 | 7.02 | % | 2032 | Platanares | Honduras | |||||||||||
| Viridity - Plumstriker | 23.5 | 11.4 | LIBOR+3.5 | % | 2026 | Plumsted Striker | United States | |||||||||||
| Geothermie Bouillante (4) | 8.9 | 4.6 | 1.52 | % | 2026 | Geothermie Bouillante | Guadeloupe | |||||||||||
| Geothermie Bouillante (4) | 8.9 | 5.8 | 1.93 | % | 2026 | Geothermie Bouillante | Guadeloupe | |||||||||||
| Total | $ | 1,081.3 | $ | 596.4 |
(1) LIBOR Rate cannot be lower than 1.25%. Margin of 4.35% as long as the Company’s guaranty of the loan is outstanding (current situation) or 4.75% otherwise. As of December 31, 2022, interest rate is 5.6%.
(2) Secured by equity interest.
(3) Secured by the assets.
(4) Loan in Euros and issued amount is EUR 8.0 million
Full-Recourse Third-Party Debt
| Loan | Amount Issued | Amount Outstanding as of | Interest Rate | Maturity Date | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | ||||||||||||||
| (Dollars in millions) | ||||||||||||||
| Mizrahi Loan | $ | 75.0 | $ | 70.3 | 4.10 | % | April 2030 | |||||||
| Hapoalim Loan | 125.0 | 98.2 | 3.45 | % | June 2028 | |||||||||
| HSBC Loan | 50.0 | 42.9 | 3.45 | % | July 2028 | |||||||||
| Discount Loan | 100.0 | 87.5 | 2.90 | % | September 2029 | |||||||||
| Senior Unsecured Bonds Series 4 (1) | 289.8 | 255.8 | 3.35 | % | June 2031 | |||||||||
| Senior Unsecured Loan 1 | 100.0 | 87.4 | 4.80 | % | March 2029 | |||||||||
| Senior Unsecured Loan 2 | 50.0 | 43.7 | 4.60 | % | March 2029 | |||||||||
| Senior Unsecured Loan 3 | 50.0 | 43.7 | 5.44 | % | March 2029 | |||||||||
| DEG Loan 2 | 50.0 | 27.5 | 6.28 | % | June 2028 | |||||||||
| DEG Loan 3 | 41.5 | 24.0 | 6.04 | % | June 2028 | |||||||||
| Total | $ | 1,149.3 | $ | 781.0 |
(1) Bonds issued in total aggregate principal amount of NIS 1.0 billion.
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Financing Liability
| Amount Outstanding as of | Annual | Maturity | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Loan | December 31, 2022 | Interest Rate | Date (1) | ||||||
| (Dollar in millions) | |||||||||
| Financing Liability - Dixie Valley | $ | 242.0 | 2.55 | % | March 2033 |
(1) final maturity date of the financing liability is assuming execution of the buy-out option in September 2024.
Convertible Senior Notes
| Amount Outstanding as of | Annual | Maturity | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Loan | December 31, 2022 | Interest Rate | Date (1) | ||||||
| (Dollar in millions) | |||||||||
| Convertible Senior Notes | $ | 431.3 | 2.50 | % | July 2027 |
(1) The Notes mature In July 2027, unless earlier converted, redeemed or repurchased.
For additional description of our long term debt, see Note 12, Long-term Debt, Credit Agreements and Financial Liability to our consolidated financial statements, set forth in Item 8 of this Annual Report.
Liquidity Impact of Uncertain Tax Positions
As discussed in Note 17 - Income Taxes, to our consolidated financial statements set forth in Item 8 of this Annual Report, we have a liability associated with unrecognized tax benefits and related interest and penalties in the amount of approximately $6.6 million as of December 31, 2022. This liability is included in long-term liabilities in our consolidated balance sheet, because we generally do not anticipate that settlement of the liability will require payment of cash within the next 12 months. We are not able to reasonably estimate when we will make any cash payments required to settle this liability.
Dividends
We have adopted a dividend policy pursuant to which we currently expect to distribute at least 20% of our annual profits available for distribution by way of quarterly dividends. In determining whether there are profits available for distribution, our Board will take into account our business plan and current and expected obligations, and no distribution will be made that in the judgment of our Board would prevent us from meeting such business plan or obligations.
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The following are the dividends declared by us during the past two years, as of December 31, 2022:
| Date Declared | Dividend Amount per Share | Record Date | Payment Date | |||
|---|---|---|---|---|---|---|
| February 24, 2021 | $ | 0.12 | March 11, 2021 | March 29, 2021 | ||
| May 5, 2021 | $ | 0.12 | May 18, 2021 | June 1, 2021 | ||
| August 4, 2021 | $ | 0.12 | August 18, 2021 | September 1, 2021 | ||
| November 3, 2021 | $ | 0.12 | November 17, 2021 | December 3, 2021 | ||
| February 23, 2022 | $ | 0.12 | March 9, 2022 | March 23, 2022 | ||
| May 2, 2022 | $ | 0.12 | May 16, 2022 | May 31, 2022 | ||
| August 3, 2022 | $ | 0.12 | August 17, 2022 | August 31, 2022 | ||
| November 2, 2022 | $ | 0.12 | November 16, 2022 | November 30, 2022 | ||
| February 22, 2023 | $ | 0.12 | March 8, 2023 | March 22, 2023 |
Historical Cash Flows
The following table sets forth the components of our cash flows for the relevant periods indicated:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Net cash provided by operating activities | $ | 280,974 | $ | 258,822 | $ | 265,005 | ||||||
| Net cash used in investing activities | (523,406 | ) | (638,193 | ) | (385,969 | ) | ||||||
| Net cash provided by (used in) financing activities | 126,273 | 186,385 | 503,478 | |||||||||
| Translation adjustments on cash and cash equivalents | (609 | ) | (348 | ) | 1,154 | |||||||
| Net change in cash and cash equivalents and restricted cash and cash equivalents | $ | (116,768 | ) | $ | (193,334 | ) | $ | 383,668 |
For the Year Ended December 31, 2022
Net cash provided by operating activities for the year ended December 31, 2022 was $281.0 million, compared to $258.8 million for the year ended December 31, 2021. The net increase of $22.2 million resulted primarily from (i) an increase in net income of $1.7 million in 2022 compared to 2021, adjusted by an increase in depreciation an amortization of $15.8 million in 2022 compared to 2021, and an increase in impairment of long-lived assets of $32.6 million in 2022 compared to 2021. Additional contributors to the increase in net cash provided by operating activities were an increase in the change in accounts payable and accrued expenses of $19.9 million, mainly due to timing of payments to our supplier and a decrease in the change in prepaid expenses and other of $24.0 million in 2022 compared to 2021. This increase was partially offset by: (i) an increase in the change in receivables of $46.7 million in 2022 compared to 2021, due to timing of collections from our customers; (ii) a decrease in the change of costs and estimated earnings in excess of billing on uncompleted contracts, net of $21.6 million in 2022 compared to 2021, as a result of timing of billing to our customers.
Net cash used in investing activities for the year ended December 31, 2022 was $523.4 million, compared to $638.2 million for the year ended December 31, 2021. The principal factors that affected the decrease in our net cash used in investing activities during the year ended December 31, 2022 were: (i) cash provided from the purchase, maturities and sale and of marketable securities of $42.8 million in 2022 compared to cash used for purchase of marketable securities, net maturities of $43.8 million in 2021; and (ii) cash paid for the purchase transaction of Terra-Gen for a total consideration of $171.0 million in 2021, compared to none in 2022. This increase was partially offset by capital expenditures of $563.5 million in 2022 compared to $419.3 million in the prior year, primarily for our facilities under construction that support our growth plan.
Net cash provided by financing activities for the year ended December 31, 2022 was $126.3 million, compared to $186.4 million provided by financing activities for the year ended December 31, 2021. The principal factors that affected the decrease in net cash provided by financing activities were: (i) $135.3 million proceeds from long-term loans from banks in 2022 compared to $275.0 million during 2021; (ii) $219.1 million of prepayment of Series 3 Bond and $185.2 million of long-term loans compared to $93.0 million in 2021; (iii) purchase of capped call instruments of $24.5 million in 2022, and purchase of treasury stock of $18.0 million in 2022, partially offset by proceeds from issuance of convertible notes, net of $419.7 million in 2022.
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For the Year Ended December 31, 2021
A discussion of changes in our cash flows in 2021 compared to 2020 has been omitted from this Form10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 25, 2022, which is incorporated by reference herein. This Form 10-K is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Total EBITDA and Adjusted EBITDA
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 fiscal year ended December 31, 2022, however, the prior years have not been recast to include accretion expenses as the amounts were immaterial.
This information should not be considered in isolation from, or as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP or other non-GAAP financial measures.
Net income for the year ended December 31, 2022 was $77.8 million, compared to $76.1 million for the year ended December 31, 2021 and $101.8 million for the year ended December 31, 2020.
Adjusted EBITDA for the year ended December 31, 2022 was $435.5 million, compared to $401.4 million for the year ended December 31, 2021 and $420.2 million for the year ended December 31, 2020.
The following table reconciles net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Net income | $ | 77,795 | $ | 76,077 | $ | 101,806 | ||||||
| Adjusted for: | ||||||||||||
| Interest expense, net (including amortization of deferred financing costs) | 84,326 | 80,534 | 76,236 | |||||||||
| Income tax provision (benefit) | 14,742 | 24,850 | 67,003 | |||||||||
| Adjustment to investment in an unconsolidated company: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla complex | 13,199 | 14,680 | 11,549 | |||||||||
| Depreciation, amortization and accretion | 198,603 | 177,930 | 151,371 | |||||||||
| EBITDA | 388,665 | 374,071 | 407,965 | |||||||||
| Mark-to-market on derivative instruments | 1,613 | 741 | (1,192 | ) | ||||||||
| Stock-based compensation | 11,646 | 9,168 | 9,830 | |||||||||
| Make-whole premium related to long-term debt prepayment | 1,102 | — | — | |||||||||
| Reversal of a contingent liability related to a business combination | (1,829 | ) | (418 | ) | — | |||||||
| Allowance for bad debts related to February power crisis in Texas | 115 | 2,980 | — | |||||||||
| Hedge losses resulting from February power crisis in Texas | — | 9,133 | — | |||||||||
| Impairment of long-lived assets | 32,648 | — | — | |||||||||
| Write-off of unsuccessful exploration activities | 828 | — | — | |||||||||
| Merger and acquisition transaction costs | 675 | 5,635 | 2,279 | |||||||||
| Legal settlement expenses | — | — | 1,277 | |||||||||
| Tender-related deposits write-off | — | 134 | — | |||||||||
| Adjusted EBITDA | $ | 435,463 | $ | 401,444 | $ | 420,159 |
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Adjusted EBITDA for fiscal year 2022 increased by 8.5% compared to fiscal year 2021, primarily due to an increase in gross profit of our Electricity and Product segments together with a decrease in general and administrative expenses, partially offset by a decrease in the Energy Storage segment gross profit.
EBITDA and Adjusted EBITDA include our proportionate share (12.75%) of Sarulla's EBITDA and Adjusted EBITDA, respectively.
On May 2014, the Sarulla consortium (“SOL”) closed $1,170 million in financing. As of December 31, 2022, the credit facility has an outstanding balance of $876.2 million. Our proportionate share in the SOL credit facility is $111.7 million. In September 2022, the last calculation period, Sarulla was able to meet its historical debt service coverage ratio (“DSCR”) covenant under the credit facility agreement notwithstanding the lower performance of the power plants, and it was able to pay the entire current Extended Political Risk Guaranty (“EPRG”) premium due in September 2022 (but not to eliminate the overdue EPRG amount of approx. $1.5 million from past periods). For the calculation period ending on March 2023, the consortium projects that it will be able to meet the historical DSCR covenant and to eliminate overdue EPRG premiums, however, for the next calculation period between March – September 2023 the consortium projects that the minimum DSCR requirement and the payment obligation of the EPRG premium will not be met. During the second quarter of 2022, Sarulla agreed with its banks on a framework that will enable it to perform remediation work that is aimed to improve the plant’s performance. The execution of the phase 1 of the remediation works is underway and major contractors are being mobilized. However, as part of the remediation works involves drilling activities, uncertainty remains regarding Sarulla’s ability to meet the plan and the Company is evaluating periodically the impact of the plan on future performance. As the Company determined that the current situation and circumstances related to its equity investment in Sarulla are temporary, no impairment testing was required at year-end. As of December 31, 2022, the carrying value of our equity investment in SOL is $74.9 million.
Exposure to Market Risks
We, like other power plant operators, are exposed to electricity price volatility risk. Our exposure to such market risk is currently limited because the majority of our long-term PPAs have fixed or escalating rate provisions that limit our exposure to changes in electricity prices. Our energy storage projects sell primarily on a "merchant" basis and are exposed to changes in the electricity market prices.
The energy payments under the PPAs of the Heber 2 power plant in the Heber Complex until the end of 2022, are determined by reference to the relevant power purchaser’s short run avoided cost. A decline in the price of natural gas will result in a decrease in the incremental cost that the power purchaser avoids by not generating its electrical energy needs from natural gas, or by reducing the price of purchasing its electrical energy needs from natural gas power plants, which in turn will reduce the energy payments that we may charge under the relevant PPA for these power plants. The Puna Complex is currently benefiting from energy prices which are higher than the floor under the 25 MW PPA for the Puna Complex. For Heber 2 power plant we signed a new PPA and for Puna we are currently negotiating a new PPA, for both with a fixed energy rate, as discussed above.
As of December 31, 2022, 98.7% of our consolidated long-term debt was fixed rate debt and therefore was not subject to interest rate volatility risk and 1.3% of our long-term debt was floating rate debt, exposing us to interest rate risk in connection therewith. As of December 31, 2022, $27.1 million of our long-term debt remained subject to interest rate risk.
Our cash equivalents are subject to interest rate risk. We currently maintain our surplus cash in short-term, interest-bearing bank deposits, money market funds, corporate bonds and debt securities available for sale (with a minimum investment grade rating of A+ by Standard & Poor’s Ratings Services).
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We are also exposed to foreign currency exchange risk, in particular the fluctuation of the U.S. dollar versus the New Israeli Shekels ("NIS") in Israel and the Euro. Risks attributable to fluctuations in currency exchange rates can arise when we or any of our foreign subsidiaries borrow funds or incur operating or other expenses in one type of currency but receive revenues in another. In such cases, an adverse change in exchange rates can reduce such subsidiary’s ability to meet its debt service obligations, reduce the amount of cash and income we receive from such foreign subsidiary, or increase such subsidiary’s overall expenses. In Kenya, the tax asset is recorded in Kenyan Shillings ("KES") similar to the tax liability, however any change in the exchange rate in the KES versus the U.S. dollar has an impact on our financial results. Risks attributable to fluctuations in foreign currency exchange rates can also arise when the currency denomination of a particular contract is not the U.S. dollar. Substantially all of our PPAs in the international markets are either U.S. dollar-denominated or linked to the U.S. dollar except for our operations on Guadeloupe, where we own and operate the Bouillante power plant which sells its power under a Euro-denominated PPA with Électricité de France S.A. Our construction contracts from time to time contemplate costs which are incurred in local currencies. The way we often mitigate such risk is to receive part of the proceeds from the contract in the currency in which the expenses are incurred. Currently, we have forward and cross-currency swap contracts in place to reduce our NIS/U.S. dollar currency exposure and expect to continue to use currency exchange and other derivative instruments to the extent we deem such instruments to be the appropriate tool for managing such exposure.
On July 1, 2020, we concluded an auction tender and accepted subscriptions for senior unsecured bonds comprised of NIS 1.0 billion aggregate principal amount (the “Senior Unsecured Bonds - Series 4”). The Senior Unsecured Bonds - Series 4 were issued in New Israeli Shekels and converted to approximately $290 million using a cross-currency swap transaction shortly after the completion of such issuance. In June 2022, we issued $431.3 million aggregate principal amount of our 2.5% convertible senior notes due in 2027. The Notes bear annual interest of 2.5%, payable semiannually in arrears, and mature on July 15, 2027, unless earlier converted, redeemed or repurchased.
We performed a sensitivity analysis on the fair values of our long-term debt obligations, and foreign currency exchange forward contracts. The foreign currency exchange forward contracts listed below principally relate to trading activities. The sensitivity analysis involved increasing and decreasing forward rates at December 31, 2022 and 2021 by a hypothetical 10% and calculating the resulting change in the fair values.
At this time, the development of our strategic plan has not exposed us to any additional market risk. However, as the implementation of the plan progresses, we may be exposed to additional or different market risks.
The results of the sensitivity analysis calculations as of December 31, 2022 and 2021 are presented below:
| Assuming a 10% Increase in Rates | Assuming a 10% Decrease in Rates | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, | As of December 31, | ||||||||||||||||
| Risk | 2022 | 2021 | 2022 | 2021 | Change in the Fair Value of | ||||||||||||
| (In thousands) | |||||||||||||||||
| Foreign Currency | $ | (5,093 | ) | $ | (2,719 | ) | $ | 6,220 | $ | 3,324 | Foreign Currency Forward Contracts | ||||||
| Interest Rate | $ | (1,493 | ) | $ | (1,131 | ) | $ | 1,531 | $ | 1,148 | Hapoalim Loan | ||||||
| Interest Rate | $ | (631 | ) | $ | (557 | ) | $ | 648 | $ | 566 | HSBC Loan | ||||||
| Interest Rate | $ | (1,378 | ) | $ | (1,119 | ) | $ | 1,416 | $ | 1,131 | Discount Loan | ||||||
| Interest Rate | $ | (4,096 | ) | $ | (3,394 | ) | $ | 4,232 | $ | 3,465 | Financing Liability | ||||||
| Interest Rate | $ | (3,693 | ) | $ | (3,069 | ) | $ | 3,832 | $ | 3,146 | OFC 2 Senior Secured Notes | ||||||
| Interest Rate | $ | (3,178 | ) | $ | (2,946 | ) | $ | 3,295 | $ | 3,025 | DFC Loan | ||||||
| Interest Rate | $ | (259 | ) | $ | (226 | ) | $ | 268 | $ | 231 | Amatitlan Loan | ||||||
| Interest Rate | $ | (5,701 | ) | $ | (3,833 | ) | $ | 5,925 | $ | 3,880 | Senior Unsecured Bonds | ||||||
| Interest Rate | $ | (527 | ) | $ | (494 | ) | $ | 544 | $ | 505 | DEG 2 Loan | ||||||
| Interest Rate | $ | (1,528 | ) | $ | (1,286 | ) | $ | 1,597 | $ | 1,324 | DAC 1 Senior Secured Notes | ||||||
| Interest Rate | $ | (3,902 | ) | $ | (3,135 | ) | $ | 4,045 | $ | 3,214 | Migdal Loan and the Additional Migdal Loan and the Second Addendum Migdal Loan | ||||||
| Interest Rate | $ | (986 | ) | $ | (920 | ) | $ | 1,051 | $ | 965 | San Emidio Loan | ||||||
| Interest Rate | $ | (748 | ) | $ | (539 | ) | $ | 775 | $ | 550 | DOE Loan | ||||||
| Interest Rate | $ | (2,430 | ) | $ | (88 | ) | $ | 2,606 | $ | 89 | Idaho Holdings Loan | ||||||
| Interest Rate | $ | (2,198 | ) | $ | (2,035 | ) | $ | 2,293 | $ | 2,100 | Platanares DFC Loan | ||||||
| Interest Rate | $ | (435 | ) | $ | (389 | ) | $ | 448 | $ | 397 | DEG 3 Loan | ||||||
| Interest Rate | $ | (155 | ) | $ | (121 | ) | $ | 158 | $ | 123 | Plumstriker Loan | ||||||
| Interest Rate | $ | (96 | ) | $ | (81 | ) | $ | 97 | $ | 82 | Other long-term loans |
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In July 2019, the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR (London Interbank Offered Rate), announced that it intends to phase out LIBOR. LIBOR is still in use and being published until its phaseout in June 2023 in order to allow a transition period mainly for contracts that already exist using LIBOR. Additionally, the FCA has stated that no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short-term repurchase agreements, backed by Treasury securities ("SOFR"). SOFR is observed and backward-looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Given that SOFR is a secured rate backed by government securities, it would not take into account bank credit risk (as is the case with LIBOR). Therefore, the SOFR rate, if adopted, would likely be lower than LIBOR rates and is less likely to correlate with the funding costs of financial institutions.
We have evaluated the impact of the transition from LIBOR, and currently believe that the transition will not have a material impact on our consolidated financial statements.
Effect of Inflation
We are seeing an increase in overall operating and other costs as the result of higher inflation rates, in particular in the United States. In addition, we are experiencing an increase in raw material cost and supply chain delays, which may put pressure on our operating margins in the Product segment and increases our cost to build our own power plants and energy storage assets. To address the possibility of rising inflation, some of our contracts include certain provisions that mitigate inflation risk.
In connection with the Electricity segment, none of our U.S. PPAs, including the SCPPA Portfolio PPA, are directly linked to the Consumer Price Index ("CPI"). Inflation may directly impact an expense we incur for the operation of our projects, thereby increasing our overall operating costs and reducing our profit and gross margin. The negative impact of inflation would be partially offset by price adjustments built into some of our PPAs that could be triggered upon such occurrences. In addition to the Heber 2 and part of the Puna rates that are impacted by higher commodity prices, the energy payments pursuant to our PPAs for some of our power plants such as the Brady power plant, the Steamboat 2 and 3 power plants and the McGinness Complex increase every year through the end of the relevant terms of such agreements, although such increases are not directly linked to the CPI or any other inflationary index. Lease payments are generally fixed, while royalty payments are generally calculated as a percentage of revenues and therefore are not significantly impacted by inflation. In our Product segment, inflation may directly impact fixed and variable costs incurred in the construction of third party power plants, thereby lowering our profit margins at the Product segment. We are more likely to be able to offset long term, all or part of this inflationary impact through our project pricing. With respect to power plants that we build for our own electricity production, inflationary pricing may impact our operating costs which may be partially offset in the pricing of the new long-term PPAs that we negotiate.
Interest rate increases for both short-term and long-term debt have increased sharply. Although our outstanding debt mostly bears fixed interest rates, as we refinance it, or borrow additional amounts, we may incur additional interest expense versus expiring loans.
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Contractual Obligations and Commercial Commitments
The following tables set forth our material contractual obligations as of December 31, 2022 (in thousands):
| Payments Due by Period | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remaining Total | 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | |||||||||||||||||||||
| Long-term debt and financing liabilities - principal | $ | 2,052,601 | $ | 181,660 | $ | 261,622 | $ | 176,309 | $ | 177,539 | $ | 605,013 | $ | 650,458 | |||||||||||||
| Interest on long-term debt and financing liabilities (1) | 290,912 | 69,658 | 52,854 | 43,558 | 36,496 | 29,968 | 58,377 | ||||||||||||||||||||
| Finance lease obligations | 4,119 | 1,710 | 1,031 | 866 | 483 | 29 | — | ||||||||||||||||||||
| Operating lease obligations | 34,366 | 2,925 | 2,547 | 2,225 | 2,086 | 1,897 | 22,686 | ||||||||||||||||||||
| Benefits upon retirement (2) | 12,147 | 2,156 | 81 | 508 | 406 | 529 | 8,467 | ||||||||||||||||||||
| Asset retirement obligation | 97,660 | — | — | — | — | — | 97,660 | ||||||||||||||||||||
| Purchase commitments (3) | 569,881 | 569,881 | — | — | — | — | — | ||||||||||||||||||||
| $ | 3,061,686 | $ | 827,990 | $ | 318,135 | $ | 223,466 | $ | 217,010 | $ | 637,436 | $ | 837,648 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | See interest rates and maturity dates under Liquidity and Capital Resources section above. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | The above amounts were determined based on employees’ current salary rates and the number of years’ service that will have been accumulated at their expected retirement date. These amounts do not include amounts that might be paid to employees that will cease working with us before reaching their expected retirement age. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | We purchase raw materials for inventories, construction-in-process and services from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequate supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure goods and services based upon specifications defined by us, or that establish parameters defining our requirements. At December 31, 2022, total obligations related to such supplier agreements were approximately $569.9 million (approximately $404.1 million of which relate to construction-in-process). All such obligations are payable in 2023. |
The table above does not reflect unrecognized tax benefits of $6.6 million, the timing of which is uncertain. Refer to Note 17 to our consolidated financial statements set forth in Item 8 of this Annual Report for additional discussion of unrecognized tax benefits. The above table also does not reflect a liability associated with the sale of tax benefits of $166.3 million, the timing of which is uncertain and other long-term liabilities of $3.3 million that are deemed immaterial. Refer to Note 13 to our consolidated financial statements as set forth in Item 8 of this Annual Report for additional discussion of our liability associated with the sale of tax benefits.
Concentration of Credit Risk
Our credit risk is currently concentrated with the following major customers: Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy), SCPPA and KPLC. If any of these electric utilities fail to make payments under its PPAs with us, such failure would have a material adverse impact on our financial condition. Also, by implementing our multi-year strategic plan we may be exposed, by expanding our customer base, to different credit profile customers than our current customers.
The Company's revenues from its primary customers as a percentage of total revenues are as follows:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| Southern California Public Power Authority (“SCPPA”) | 21.5 | % | 23.7 | % | 20.6 | % | ||||||
| Sierra Pacific Power Company and Nevada Power Company | 16.9 | 18.6 | 17.5 | |||||||||
| Kenya Power and Lighting Co. Ltd. ("KPLC") | 14.4 | 15.5 | 16.4 |
We have historically been able to collect on substantially all of our receivable balances. As of December 31, 2022, the amount overdue from KPLC in Kenya was $27.0 million of which $15.2 million was paid in January and February of 2023 The Company believes it will be able to collect all past due amounts in Kenya. This belief is supported by the fact that in addition to KPLC's obligations under its power purchase agreement, the Company holds a support letter from the Government of Kenya that covers certain cases of KPLC non-payment (such as where caused by government actions and/or political events).
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In Honduras, as of December 31, 2022, the total amount overdue from ENEE was $13.9 million of which $2.6 million was collected in February 2023. In addition, due to continuing restrictive measures related to the COVID-19 pandemic in Honduras, the Company may experience additional delays in collection. The Company believes it will be able to collect all past due amounts in Honduras.
Government Grants and Tax Benefits
On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA"), which is effective for taxable years beginning after December 31, 2022. The IRA includes several tax incentives to promote climate change mitigation and clean energy, electric vehicles, battery and energy storage manufacture or purchase. Some of these measures may materially affect our consolidated financial statements, and we are in the process of evaluating the IRA and identifying potential effects of the IRA as more guidance is issued. Furthermore, the IRA introduces the following: (i) a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion over a three-year period; and (ii) an excise tax of 1% of the fair market value of any stock which is repurchased, reduced by any stock issued during the taxable year. The IRA also includes significant tax incentives for energy and climate initiatives related to Production Tax Credits (“PTC”) and Investment Tax Credits (“ITC”), including extending ITC to energy storage projects for assets placed in service after December 31, 2022 and the ability to transfer or sell PTCs to other taxpayers.
We are also permitted to depreciate most of the cost of a new geothermal power plant. In cases where we claim ITC, our tax basis in the plant that is eligible for depreciation is reduced by one-half of the ITC amount. In cases where we claim the PTC, there is no reduction in the tax basis for depreciation. Following the IRA, projects that were or will be placed in service after September 27, 2017, could qualify for a 100% bonus depreciation with respect to its qualifying assets. After applying any depreciation bonus that is available, we can depreciate the remainder of our tax basis in the plant, if any, mostly over five years on an accelerated basis, meaning that more of the cost may be deducted in the first few years than during the remainder of the depreciation period. We will continue to analyze this new provision under the IRA and determine if an election is appropriate as it relates to our business needs.
Ormat Systems received “Benefited Enterprise” status under Israel’s Law for Encouragement of Capital Investments, 1959 (the Investment Law), with respect to two of its investment programs through 2011. In January 2011, new legislation amending the Investment Law was enacted. Under the new legislation, a uniform rate of corporate tax will apply to all qualified income of certain industrial companies, as opposed to the previous law’s incentives that are limited to income from a “Benefited Enterprise” during their benefits period. As a result, we now pay a uniform corporate tax rate of 16% with respect to that qualified income. In January 2021, Ormat Systems received an approval from the Israeli Innovation Authority that it owns an "Innovation Promoting Enterprise" and therefore is eligible for a reduced corporate tax rate of 12% on its "Preferred Technological Income" for the tax years 2019 and 2020 (effective tax rate of approximately 13% for 2019 and 2020). The tax benefit of lower effective tax rate is reflected in the 2021 net income.
FY 2021 10-K MD&A
SEC filing source: 0001437749-22-004440.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our results of operations, financial condition and liquidity in conjunction with our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report including information with respect to our plans and strategies for our business, statements regarding the industry outlook, our expectations regarding the future performance of our business, and the other non-historical statements contained herein are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” You should also review Item 1A — “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described herein or implied by such forward-looking statements.
General
Overview of Fiscal Year 2021 Revenues
Recent Developments
The most significant recent developments for our company and business during 2021 and 2020 to date are described below.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | The Puna power plant resumed operations in November 2020 and during 2021 operated at a level of 25 MW. We continue with drilling and workovers into 2022 to increase generation. In 2019, we reached an agreement with HELCO and signed a new PPA that is currently subject to PUC approval. The new PPA extends the current term until 2052 and increases the current contract capacity by 8 MW to 46MW. In addition, the new PPA has a fixed price with no escalation, regardless of changes to fossil fuel pricing, which impacts the majority of our current pricing under the existing PPA. The existing PPA remains in effect with its current terms until the earlier of a) PPA's expiration date at the end of 2027 and b) the new PPA will be in effect. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In October 2021, we completed a $38.9 million tax equity partnership transaction for the Steamboat Hills geothermal power plant with additional future payments of approximately $5.3 million, whereby the Company will continue to operate and maintain the power plant and will receive substantially all of the attributable cash flow generated by the power plant. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In September 2021, we announced the signing of an agreement to establish a joint venture company, PT Toka Tindung Geothermal (“TTG”) with PT Archi Indonesia Tbk, a pure-play gold mining companies in Indonesia. TTG is designed to explore the potential of geothermal energy prospects in the Bitung area of the North Sulawesi region, especially within the Toka Tindung gold mine concession area. Under the TTG shareholder agreement, subject to completion of certain conditions, Archi has the option to acquire 25% of the project while Ormat will hold the remaining shares. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In August 2021, we announced that we had secured a contract to supply products for a 10 MW geothermal air-cooled Ormat energy Converter ("OEC") to Polaris Infrastructure Inc., a Toronto-based company engaged in the operation, acquisition and development of renewable energy projects in Latin America, for the San Jacinto facility in Telica, Leon, Republic of Nicaragua. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In August 2021, we announced that we signed a Long-Term Resource Adequacy agreement with Pacific Gas and Electric Company (PG&E) for the 20MW/40MWh Pomona-2 facility that is currently under construction. The Pomona 2 project will be located adjacent to and will utilize existing infrastructure from the operating Pomona 1 facility. Under the 10-year agreement, the Pomona-2 facility will provide 10MW of Resource Adequacy to PG&E and will also participate in the energy and ancillary services markets run by the California Independent System Operator ("CAISO"). Leveraging our core EPC capabilities, we will undertake the EPC of this project and expect the project to begin commercial operation in the third quarter of 2022. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In July 2021, we completed the acquisition of TG Geothermal Portfolio, LLC (a subsidiary of Terra-Gen, LLC). Ormat paid $171 million in cash (excluding working capital and assumed cash of approximately $10.8 million) for 100% of the equity interests in entities holding the below described assets and assumed debt and associated finance obligation with a fair value of approximately $258 million. The acquired entities own, among other things, two operating geothermal power plants in Nevada comprising the 56 MW 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. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In Kenya, a task force was appointed by the President to review and analyze PPAs entered into between various independent power producers and KPLC, including Ormat's long term PPA for the Olkaria complex. In September 2021 the task force recommended to the President that KPLC review its contracts and attempt renegotiation with Independent Power Producers to secure reductions in PPA tariffs within existing contractual arrangements. Ormat was approached by the task force following release of the report. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In May 2021, we announced that we signed a 15-year PPA with the CPA, which is the fifth largest electricity provider in California and the single largest provider of 100% renewable energy to customers in the nation. Under terms of the agreement, effective January 1, 2022, CPA started to purchase 14 MW of clean, renewable energy from Ormat’s Heber South Geothermal facility located in Imperial Valley, CA. The PPA replaces the original PPA with SCPPA, which had a shorter remaining duration and was subject to an early termination option. This is Ormat’s first contract with CPA, creating the potential for additional agreements in the future as CPA pursues aggressive goals to provide renewable energy to southern California. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In May 2021, we completed the expansion of our McGinness Hills Phase 3 geothermal power plant in Eastern Nevada. The expansion, completed in May, 2021, increases the power plant net capacity by 15 MW, bringing the entire McGinness Hills complex capacity to a total of 160 MW. The McGinness Hills Phase 3 power plant continues to sell its electricity under the current 25-year long term portfolio power purchase agreement with SCPPA. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In April 2021, we announced the commercial operation of the 10 MW/40 MWh Vallecito Battery Energy Storage System ("Vallecito BESS"). The Vallecito BESS provides local resource adequacy to SCE under a 20-year energy storage resource adequacy agreement. In addition, the facility will provide ancillary services and energy optimization through participation in merchant markets run by the CAISO. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In March 2021, our board of directors established a Special Committee of independent directors to investigate, among other things, certain claims made in a report published by a short seller regarding the Company’s compliance with anti-corruption laws. The Special Committee is working with outside legal counsel to investigate the claims made. All members of the Special Committee are “independent” in accordance with our Corporate Governance Guidelines, the NYSE listing standards and SEC rules applicable to board of directors in general. We are also providing information as requested by the SEC and DOJ related to the claims. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Since the beginning of 2021 we released five energy storage systems for construction with a total of 139MW/399MWh, which are located in New Jersey, California, Texas and Ohio. We are targeting commercial operation of 89MW/124MWh in 2022 and the rest in 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In February 2021, extreme weather conditions in Texas resulted in a significant increase in demand for electricity on the one hand and a decrease in electricity supply in the region on the other hand. On February 15, 2021, the Electricity Reliability Council of Texas (“ERCOT”) issued an Energy Emergency Alert Level 3 ("EEA 3") prompting rotating outages in Texas. This ultimately led to a significant increase in the Responsive Reserve Service (“RRS”) market prices, where the Company operates its Rabbit Hill battery energy storage facility which provides ancillary services and energy optimization to the wholesale markets managed by ERCOT. Due to the electricity supply shortage, ERCOT restricted battery charging in the Rabbit Hill facility from February 16, 2021 to February 19, 2021, resulting in a limited ability of the Rabbit Hill storage facility to provide RRS. As a result, the Company incurred losses of approximately $9.1 million, net of associated revenues, from a hedge transaction in relation to its inability to provide RRS during that period. Starting February 19, 2021, the Rabbit Hill energy storage facility resumed operation at full capacity. In addition, the Company recorded a provision for approximately $3.0 million for receivables related to imbalance charges from the grid operator in respect of its demand response operation as it estimated it is probable it may be unable to collect such receivables. The provision for uncollectible receivables is included in "General and administrative expenses" in the condensed consolidated statements of operations and comprehensive income for the first quarter of 2021. The Company is currently in discussions with ERCOT with respect to some of the imbalance charges and revenue allocated to its Demand Response services and customers, the outcome of which may impact the final amount. |
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COVID-19 Update
The Company has implemented significant measures and continues to make efforts in order to meet government requirements and preserve the health and safety of its employees. The Company’s preventative measures against COVID-19, including, most recently, the spread of variant strains, including working remotely when needed and adopting separate shifts in its power plants, manufacturing facilities and other locations while working to continue operations at close to full capacity in all locations. Since the end of the second quarter of 2021, the Company has experienced an easing of government restrictions in a number of countries, including Israel, but uncertainty around the impact of COVID-19 continues. With respect to its employees, the Company has not laid-off or furloughed any employees due to COVID-19 and has continued to pay full salaries. We will continue to monitor developments affecting both our workforce and our customers, and we have taken, and will continue to take, health and safety measures that we determine are necessary in order to mitigate the impacts. To date, as a result of these business continuity measures, the Company has not experienced material disruptions in our operations due to COVID-19, but has nevertheless experienced the following impacts on our segment operations:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In our Electricity segment, almost all of our revenues in 2021 were generated under long term contracts and the majority of contracts have a fixed energy rate. As a result, despite logistical and other challenges, COVID-19 caused only limited impact on our Electricity segment. Nevertheless, growth in the Electricity segment was and continues to be adversely impacted by delays in receiving the required development and construction permits, as well as the implications of global and local restrictions on our ability to procure and transport raw materials and increases in the cost of raw materials and transportation. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Our Product segment revenues are generated from sales of products and services pursuant to contracts, under which we have a right to payment for any product that was produced for the customer. Recognition of revenue under these contracts is impacted by delays in the progress of the third-party projects into which our products and services are incorporated. In 2021, COVID-19 outbreaks resulted in the extended shutdown of certain businesses in certain regions, delays in the supply and increases in the cost of raw materials and components that we purchased for our equipment manufacturing, and increases in the cost of marine transportation. The cost increases limited our ability to secure new purchase orders from potential customers and led to a reduction in our operating margins, which in turn negatively impacted our profitability. We had a product backlog of $53.5 million as of February 16, 2022, which includes revenue recognition for the period between January 1, 2022 and February 16, 2022, compared to $33.4 million as of February 25, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Our Energy Storage segment generates revenues mainly from participating in the energy and ancillary services markets, run by regional transmission operators and independent system operators in the various markets where our assets operate. Therefore, the revenues these assets generate are directly impacted by the prevailing market prices for energy and/or ancillary services. Nevertheless, we have experienced and are experiencing supply chain difficulties, as well as an increase in the cost raw materials and batteries, which may impact our ability to complete the projects on time and increases overall project costs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In addition, we experience delays in the permitting for new projects in all segments that may result in contractual penalties and cause a delay in those projects. |
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Opportunities, Trends and Uncertainties
Different trends, factors and uncertainties may impact our operations and financial condition, including many that we do not or cannot foresee. However, we believe that our results of operations and financial condition for the foreseeable future will be primarily affected by the following trends, factors and uncertainties that are from time to time also subject to market cycles, in addition to those covered under “COVID-19 Update”:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | There has been increased demand for energy generated from geothermal and other renewable resources in the United States as costs for electricity generated from renewable resources have become more competitive. Much of this is attributable to legislative and regulatory requirements and incentives, such as state RPS and federal tax credits such as PTCs or ITCs (which are discussed in more detail in the section entitled “Government Grants and Tax Benefits” below). We believe that future demand for energy generated from geothermal and other renewable resources in the United States will be driven primarily by further commitment to, and implementation of, state RPS and greenhouse gas reduction initiatives. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | The U.S. federal government has taken, and we expect it to continue to take, certain actions which are supportive of the industry for climate solutions. In December 2020, Congress extended the end date to December 2022 for qualifying facilities being eligible for the ITC for geothermal as well as solar projects. The new U.S. presidential administration has taken immediate steps at the federal level which we believe signify support for climate solutions, including, but not limited to, rejoining the Paris Climate Accords and re-establishing a social price on carbon used in cost/benefit analysis for policy making. We expect this new administration, combined with a closely divided Congress, will usher in additional regulations supportive of the markets in which we invest. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | We expect that a variety of local governmental initiatives will create new opportunities for the development of new projects with the potential to realize higher returns on our equity as well as to create additional markets for our products. These initiatives include the award of long-term contracts to independent power generators, the creation of competitive wholesale markets for selling and trading energy, capacity and related energy products and the adoption of programs designed to encourage “clean” renewable and sustainable energy sources. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In the Electricity segment, we expect intense domestic competition from the solar, hybrid solar and energy storage and wind power generation industries to intensify. While we believe the expected demand for renewable energy will be large enough to accommodate increased competition, any such increase in competition, including increasing amounts of renewable energy under contract and reduction in energy storage costs are contributing to a reduction in electricity prices. However, despite increased competition from the solar and wind power generation industries, we believe that firm and flexible, base-load electricity, such as geothermal-based energy, will continue to be an important source of renewable energy in areas with commercially viable geothermal resources. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | In the Product segment, we see new opportunities for business in New Zealand, the U.S., Asia Pacific and Central and South America. We have experienced increased competition from binary power plant equipment suppliers including the major steam turbine manufacturers. While we believe that we have a distinct competitive advantage based on our technology, accumulated experience and current worldwide share of installed binary generation capacity, an increase in competition may impact our ability to secure new purchase orders from potential customers. The increased competition may also lead to further reductions in the prices that we are able to charge for our binary equipment. |
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Revenues
Sources of Revenues
We generate our revenues from the sale of electricity from our geothermal and recovered energy-based power plants; the design, manufacture and sale of equipment for electricity generation; the construction, installation and engineering of power plant equipment; and the sale of energy storage services and electricity from our operating energy storage facilities .
Electricity Segment. Revenues attributable to our Electricity segment are derived from the sale of electricity from our power plants pursuant to long-term PPAs. While approximately 93.5% of our Electricity revenues for the year ended December 31, 2021 were derived from PPAs with fixed price components, we have variable price PPAs in California and Hawaii, which provide for payments based on the local utilities’ avoided cost. The avoided cost is the incremental cost that the power purchaser avoids by not having to generate such electrical energy itself or purchase it from others, as follows:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The energy rates under the 12 MW Heber 2 power plant PPA in California change primarily based on fluctuations in natural gas prices. We used our right under the PPA and sent a termination notice to SCE. We are currently negotiating a new long-term PPA for the project following a request for bid we issued in 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The prices paid for electricity pursuant to the 25 MW PPA for the Puna Complex in Hawaii change primarily as a result of variations in the price of oil as well as other commodities. In 2019, we signed a new PPA related to Puna with fixed prices, increased capacity and extended the term until 2052. The PPA is subject to PUC approval. |
Accordingly, our revenues from those power plants may fluctuate. Our Electricity segment revenues are also subject to seasonal variations, as more fully described in “Seasonality” below.
Our PPAs generally provide for energy payments alone, or energy and capacity payments. Generally, capacity payments are payments calculated based on the amount of time and capacity that our power plants are available to generate electricity. Some of our PPAs provide for bonus payments in the event that we are able to exceed certain capacity target levels and the potential forfeiture of payments if we fail to meet certain minimum capacity target levels. Energy payments, on the other hand, are payments calculated based on the amount of electrical energy delivered to the relevant power purchaser at a designated delivery point. Our more recent PPAs generally provide for energy payments alone with an obligation to compensate the off-taker for its incremental costs as a result of shortfalls in our supply.
Product Segment. Revenues attributable to our Product segment are based on the sale of equipment, engineering, procurement and construction contracts and the provision of various services to our customers. Product segment revenues fluctuate between periods, primarily based on our ability to receive customer orders, the status and timing of such orders, delivery of raw materials and the completion of manufacturing. Larger customer orders for our products are typically the result of our sales efforts, our participation in, and winning tenders or requests for proposals issued by potential customers in connection with projects they are developing and orders by returning customers. Such projects often take a significant amount of time to design and develop and are subject to various contingencies, such as the customer’s ability to raise the necessary financing for a project. Consequently, we are generally unable to predict the timing of such orders for our products and may not be able to replace existing orders that we have completed with new ones. As a result, revenues from our Product segment fluctuate (sometimes extensively) from period to period.
Energy Storage Segment. Revenues attributable to our Energy Storage segment are generated by several grid-connected BESS facilities that we own and operate from selling energy, capacity and/or ancillary services in merchant markets like PJM Interconnect, ISO New England, ERCOT and CAISO. The revenues fluctuate over time since a large portion of such revenues are generated in the merchant markets, where price volatility is inherent.
We are pursuing the development of additional grid-connected BESS projects in multiple regions, with expected revenues coming from providing energy, capacity and/or ancillary services on a merchant basis, and/or through bilateral contracts with load serving entities, investor owned utilities, publicly owned utilities and community choice aggregators. We may pursue financial instruments, where appropriate, to hedge some of the merchant risk.
Our management assesses the performance of our operating segments differently. In the case of our Electricity segment, when making decisions about potential acquisitions or the development of new projects, management typically focuses on the internal rate of return of the relevant investment, technical and geological matters and other business considerations. Management evaluates our operating power plants based on revenues, expenses, and EBITDA, and our projects that are under development based on costs attributable to each such project. Management evaluates the performance of our Product segment based on the timely delivery of our products, performance quality of our products, revenues and costs actually incurred to complete customer orders compared to the costs originally budgeted for such orders. We evaluate Energy Storage segment performance similar to the Electricity segment with respect to projects that we own and operate.
The following table sets forth a breakdown of our revenues for the years indicated:
| Revenues | % of Revenues for Period Indicated | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |||||||||||||||||||
| Revenues: | (Dollars in thousands) | |||||||||||||||||||||||
| Electricity | $ | 585,771 | $ | 541,393 | $ | 540,333 | 88.3 | % | 76.8 | % | 72.4 | % | ||||||||||||
| Product | 46,920 | 148,125 | 191,009 | 7.1 | 21.0 | 25.6 | ||||||||||||||||||
| Energy Storage | 30,393 | 15,824 | 14,702 | 4.6 | 2.2 | 2.0 | ||||||||||||||||||
| Total revenues | $ | 663,084 | $ | 705,342 | $ | 746,044 | 100.0 | % | 100.0 | % | 100.0 | % |
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Geographic Breakdown of Results of Operations
The following table sets forth the geographic breakdown of the revenues attributable to our Electricity, Product and Energy Storage segments for the years indicated:
| Revenues | % of Revenues for Period Indicated | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |||||||||||||||||||
| Electricity Segment: | (Dollars in thousands) | |||||||||||||||||||||||
| United States | $ | 404,303 | $ | 341,399 | $ | 333,797 | 69.0 | % | 63.1 | % | 61.8 | % | ||||||||||||
| International | 181,468 | 199,994 | 206,536 | 31.0 | 36.9 | 38.2 | ||||||||||||||||||
| Total | $ | 585,771 | $ | 541,393 | $ | 540,333 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
| Product Segment: | ||||||||||||||||||||||||
| United States | $ | 5,414 | $ | 5,800 | $ | 30,562 | 11.5 | % | 3.9 | % | 16.0 | % | ||||||||||||
| International | 41,506 | 142,325 | 160,447 | 88.5 | 96.1 | 84.0 | ||||||||||||||||||
| Total | $ | 46,920 | $ | 148,125 | $ | 191,009 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
| Energy Storage Segment: | ||||||||||||||||||||||||
| United States | $ | 30,393 | $ | 15,824 | $ | 13,597 | 100.0 | % | 100.0 | % | 92.5 | % | ||||||||||||
| International | — | — | 1,105 | 0.0 | 0.0 | 7.5 | ||||||||||||||||||
| Total | $ | 30,393 | $ | 15,824 | $ | 14,702 | 100.0 | % | 100.0 | % | 100.0 | % |
In 2021, 2020 and 2019, 34%, 49% and 49% of our total revenues were derived from foreign locations, respectively, and our foreign operations had higher gross margins than our U.S. operations in each of those years. A substantial portion of international revenues came from Kenya and, to a lesser extent, from Honduras, Guadeloupe, Guatemala and other countries. Our operations in Kenya contributed disproportionately to gross profit and net income. The contribution to combined pre-tax income of our domestic and foreign operations within our Electricity segment and Product segment differ in a number of ways.
Electricity Segment. Our Electricity segment domestic revenues were approximately 69%, 63% and 62% of our total Electricity segment for the years ended December 31, 2021, 2020 and 2019, respectively. However, domestic operations have higher costs of revenues and expenses than our foreign operations. Our foreign power plants are located in lower-cost regions, like Kenya, Guatemala, Honduras and Guadeloupe, which favorably impact payroll, and maintenance expenses among other items. Our power plants in foreign locations are also newer than most of our domestic power plants and therefore tend to have lower maintenance costs and higher availability factors than our domestic power plants. Consequently, in 2021 and 2020 the international operations of the segment accounted for 45% and 51% of our total gross profits, 68% and 70% of our net income (assuming the majority of corporate operating expenses and financing are recorded under domestic jurisdiction) and 42% and 45% of our EBITDA, respectively.
Product Segment. Our Product segment foreign revenues were 88%, 96% and 84% of our total Product segment revenues for the years ended December 31, 2021, 2020 and 2019, respectively.
Energy Storage Segment. Our Energy Storage segment domestic revenues were 100.0% of our total Energy storage segment revenues for years ended December 31, 2021, 2020 and 2019, respectively.
Seasonality
Electricity generation from some of our geothermal power plants is subject to seasonal variations; in the winter, our power plants produce more energy primarily attributable to the lower ambient temperature, which has a favorable impact on the energy component of our Electricity segment revenues and the prices under many of our contracts are fixed throughout the year with no time-of-use impact. The prices paid for electricity under the PPAs for one of the Heber 2 power plant in the Heber Complex, the Mammoth Complex and the North Brawley power plant in California, the Raft River power plant in Idaho, the Neal Hot Springs power plant in Oregon and the recently acquired Dixie Valley power plant in Nevada, are higher in the months of June through September. The higher payments payable under these PPAs in the summer months partially offset the negative impact on our revenues from lower generation in the summer attributable to a higher ambient temperature. As a result, we expect the revenues and gross profit in the winter months to be higher than the revenues and gross profit in the summer months and in general we expect the first and fourth quarters to generate higher revenues than the second and third quarters.
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Breakdown of Cost of Revenues
Electricity Segment
The principal cost of revenues attributable to our operating power plants are operation and maintenance expenses comprised of salaries and related employee benefits, equipment expenses, costs of parts and chemicals, costs related to third-party services, lease expenses, royalties, startup and auxiliary electricity purchases, property taxes, insurance, depreciation and amortization and, for some of our projects, purchases of make-up water for use in our cooling towers. In our California power plants, our principal cost of revenues also includes transmission charges and scheduling charges. In some of our Nevada power plants we also incur transmission and wheeling charges. Some of these expenses, such as parts, third-party services and major maintenance, are not incurred on a regular basis. This results in fluctuations in our expenses and our results of operations for individual power plants from quarter to quarter. Payments made to government agencies and private entities on account of site leases where power plants are located are included in cost of revenues. Royalty payments, included in cost of revenues, are made as compensation for the right to use certain geothermal resources and are paid as a percentage of the revenues derived from the associated geothermal rights. Royalties constituted approximately 4.3% and 3.8% of Electricity segment revenues for the years ended December 31, 2021 and 2020, respectively.
Product Segment
The principal cost of revenues attributable to our Product segment are materials, salaries and related employee benefits, expenses related to subcontracting activities, and transportation expenses. Sales commissions to sales representatives are included in selling and marketing expenses. Some of the principal expenses attributable to our Product segment, such as a portion of the costs related to labor, utilities and other support services are fixed, while others, such as materials, construction, transportation and sales commissions, are variable and may fluctuate significantly, depending on market conditions. As a result, the cost of revenues attributable to our Product segment, expressed as a percentage of total revenues, fluctuates. Another reason for such fluctuation is that in responding to bids for our products, we price our products and services in relation to existing competition and other prevailing market conditions, which may vary substantially from order to order.
Energy Storage Segment
The principal cost of revenues attributable to our Energy Storage segment are direct costs of BESS that we own. Direct costs include the labor associated with operations and maintenance of owned BESS.
Critical Accounting Estimates and Assumptions
Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report. However, certain of our accounting policies are particularly important to an understanding of our financial position and results of operations. In applying these critical accounting estimates and assumptions, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. Such estimates are based on management’s historical experience, the terms of existing contracts, management’s observance of trends in the geothermal industry, information provided by our customers and information available to management from other outside sources, as appropriate. Such estimates are subject to an inherent degree of uncertainty and, as a result, actual results could differ from our estimates. Our critical accounting policies include:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Revenues and Cost of Revenues. Revenues generated from the construction of geothermal and recovered energy-based power plant equipment and other equipment on behalf of third parties (Product revenues) are recognized using the percentage of completion method, which requires estimates of future costs over the full term of product delivery. Such cost estimates are made by management based on prior operations and specific project characteristics and designs. If management’s estimates of total estimated costs with respect to our Product segment are inaccurate, then the percentage of completion is inaccurate resulting in an over- or under-estimate of revenue and gross margin. As a result, we review and update our cost estimates on significant contracts on a quarterly basis, and at least on an annual basis for all others, or when circumstances change and warrant a modification to a previous estimate. Changes in job performance, job conditions, and estimated profitability, including those arising from the application of penalty provisions in relevant contracts and final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined. Provisions for estimated losses relating to contracts are made in the period in which such losses are determined. Revenues generated from engineering and operating services and sales of products and parts are recorded once the service is provided or product delivered as the customer obtains control of the asset, as applicable. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Property, Plant and Equipment. We capitalize all costs associated with the acquisition, development and construction of power plant facilities. Major improvements are capitalized and repairs and maintenance (including major maintenance) costs are expensed. We estimate the useful life of our power plants to range between 25 and 30 years. Such estimates are made by management based on factors such as prior operations, the terms of the underlying PPAs, geothermal resources, the location of the assets and specific power plant characteristics and designs. Changes in such estimates could result in useful lives which are either longer or shorter than the depreciable lives of such assets. We periodically re-evaluate the estimated useful life of our power plants and revise the remaining depreciable life on a prospective basis. |
We capitalize costs incurred in connection with the exploration and development of geothermal resources beginning when we acquire land rights to the potential geothermal resource. Prior to acquiring land rights, we make an initial assessment that an economically feasible geothermal reservoir is probable on that land using available data and external assessments vetted through our exploration department and occasionally outside service providers. Costs incurred prior to acquiring land rights are expensed. It normally takes two to three years from the time we start active exploration of a particular geothermal resource to the time we have an operating production well, assuming we conclude the resource is commercially viable.
In most cases, we obtain the right to conduct our geothermal development and operations on land owned by the BLM, various states or with private parties. Once we acquire land rights to the potential geothermal resource, we perform additional activities to assess the commercial viability of the resource. Such activities include, among others, conducting surveys and other analysis, obtaining drilling permits, creating access roads to drilling sites, and exploratory drilling which may include temperature gradient holes and/or slim holes. Such costs are capitalized and included in construction-in-process. Once our exploration activities are complete, we finalize our assessment as to the commercial viability of the geothermal resource and either proceed to the construction phase for a power plant or abandon the site. If we decide to abandon a site, all previously capitalized costs associated with the exploration project are written off.
Our assessment of economic viability of an exploration project involves significant management judgment and uncertainties as to whether a commercially viable resource exists at the time we acquire land rights and begin to capitalize such costs. As a result, it is possible that our initial assessment of a geothermal resource may be incorrect and we will have to write off costs associated with the project that were previously capitalized. Due to the uncertainties inherent in geothermal exploration, historical impairments may not be indicative of future impairments. Included in construction-in-process are costs related to projects in exploration and development of $50.7 million and $51.5 million at December 31, 2021 and 2020, respectively.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of. We evaluate long-lived assets, such as property, plant and equipment and construction-in-process for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors which could trigger an impairment include, among others, significant underperformance relative to historical or projected future operating results, significant changes in our use of assets or our overall business strategy, negative industry or economic trends, a determination that an exploration project will not support commercial operations, a determination that a suspended project is not likely to be completed, a significant increase in costs necessary to complete a project, legal factors relating to our business or when we conclude that it is more likely than not that an asset will be disposed of or sold. |
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We test our operating plants that are operated together as a complex for impairment at the complex level because the cash flows of such plants result from significant shared operating activities. For example, the operating power plants in a complex are managed under a combined operation management generally with one central control room that controls all of the power plants in a complex and one maintenance group that services all of the power plants in a complex. As a result, the cash flows from individual plants within a complex are not largely independent of the cash flows of other plants within the complex. We test for impairment of our operating plants which are not operated as a complex, as well as our projects under exploration, development or construction that are not part of an existing complex, at the plant or project level. To the extent an operating plant becomes part of a complex in the future, we will test for impairment at the complex level.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. The significant assumptions that we use in estimating our undiscounted future cash flows include (i) projected generating capacity of the power plant and rates to be received under the respective PPA and (ii) projected operating expenses of the relevant power plant. Estimates of future cash flows used to test recoverability of a long-lived asset under development also include cash flows associated with all future expenditures necessary to develop the asset. If future cash flows are actually less than those used in such estimates, we may incur impairment losses in the future that could be material to our financial condition and/or results of operations.
If our assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We believe that for the year ended December 31, 2021, no impairment exists for any of our long-lived assets; however, estimates as to the recoverability of such assets may change based on revised circumstances. Estimates of the fair value of assets require estimating useful lives and selecting a discount rate that reflects the risk inherent in future cash flows.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Goodwill. Goodwill represents the excess of the fair value of consideration transferred in the business combination transactions over the fair value of tangible and intangible assets acquired, net of the fair value of liabilities assumed and the fair value of any noncontrolling interest in the acquisitions. Goodwill is not amortized but rather subject to a periodic impairment testing on an annual basis, which the Company performs on December 31 of each year, or if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Additionally, an entity is permitted to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. An entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative goodwill impairment test. This would not preclude the entity from performing the qualitative assessment in any subsequent period. The quantitative assessment compares the fair value of the reporting unit to its carrying value, including goodwill. Under ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which was adopted by the Company in 2018, an entity should recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Obligations Associated with the Retirement of Long-Lived Assets. We record the fair market value of legal liabilities related to the retirement of our assets in the period in which such liabilities are incurred. These liabilities include our obligation to plug wells upon termination of our operating activities, the dismantling of our power plants upon cessation of our operations, and the performance of certain remedial measures related to the land on which such operations were conducted. When a new liability for an asset retirement obligation is recorded, we capitalize the costs of such liability by increasing the carrying amount of the related long-lived asset. Such liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. At retirement, we either settle the obligation for its recorded amount or report either a gain or a loss with respect thereto. Estimates of the costs associated with asset retirement obligations are based on factors such as prior operations, the location of the assets and specific power plant characteristics. We review and update our cost estimates periodically and adjust our asset retirement obligations in the period in which the revisions are determined. If actual results are not consistent with our assumptions used in estimating our asset retirement obligations, we may incur additional losses that could be material to our financial condition or results of operations. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Accounting for Income Taxes. Significant estimates are required to arrive at our consolidated income tax provision. This process requires us to estimate our actual current tax exposure and to make an assessment of temporary differences resulting from different treatments of items for tax and accounting purposes. Such differences result in deferred tax assets and liabilities which are included in our consolidated balance sheets. For those jurisdictions where the projected operating results indicate that realization of our net deferred tax assets is not more likely than not, a valuation allowance is recorded. |
We evaluate our ability to utilize the deferred tax assets quarterly and assess the need for a valuation allowance. In assessing the need for a valuation allowance, we estimate future taxable income, including the impacts of the enacted tax law, the feasibility of ongoing tax planning strategies and the realizability of tax credits and tax loss carryforwards. Valuation allowances related to deferred tax assets can be affected by changes in tax laws, statutory tax rates, and future taxable income. We have recorded a partial valuation allowance related to our U.S. deferred tax assets. In the future, if there is sufficient evidence that we will be able to generate sufficient future taxable income in the United States, we may be required to reduce this valuation allowance, resulting in income tax benefits in our Consolidated Statement of Operations.
In the ordinary course of business, there can be inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, which is greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information, we recognize between 0 to 100% of the tax benefit. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, we do not recognize any tax benefit in the consolidated financial statements. Resolution of uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition or results of operations.
New Accounting Pronouncements
See Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report for information regarding new accounting pronouncements.
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Results of Operations
Our historical operating results in dollars and as a percentage of total revenues are presented below.
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| (Dollars in thousands, except earnings per share data) | ||||||||||||
| Revenues: | ||||||||||||
| Electricity | $ | 585,771 | $ | 541,393 | $ | 540,333 | ||||||
| Product | 46,920 | 148,125 | 191,009 | |||||||||
| Energy storage | 30,393 | 15,824 | 14,702 | |||||||||
| Total revenues | 663,084 | 705,342 | 746,044 | |||||||||
| Cost of revenues: | ||||||||||||
| Electricity | 337,019 | 300,059 | 312,835 | |||||||||
| Product | 41,374 | 114,948 | 145,974 | |||||||||
| Energy storage | 20,353 | 14,060 | 17,912 | |||||||||
| Total cost of revenues | 398,746 | 429,067 | 476,721 | |||||||||
| Gross profit (loss) | ||||||||||||
| Electricity | 248,752 | 241,334 | 227,498 | |||||||||
| Product | 5,546 | 33,177 | 45,035 | |||||||||
| Energy storage | 10,040 | 1,764 | (3,210 | ) | ||||||||
| Total gross profit | 264,338 | 276,275 | 269,323 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 4,129 | 5,395 | 4,647 | |||||||||
| Selling and marketing expenses | 15,199 | 17,384 | 15,047 | |||||||||
| General and administrative expenses | 75,901 | 60,226 | 55,833 | |||||||||
| Business interruption insurance income | (248 | ) | (20,743 | ) | — | |||||||
| Operating income | 169,357 | 214,013 | 193,796 | |||||||||
| Other income (expense): | ||||||||||||
| Interest income | 2,124 | 1,717 | 1515 | |||||||||
| Interest expense, net | (82,658 | ) | (77,953 | ) | (80,384 | ) | ||||||
| Derivatives and foreign currency transaction gains (losses) | (14,720 | ) | 3,802 | 624 | ||||||||
| Income attributable to sale of tax benefits | 29,582 | 25,720 | 20,872 | |||||||||
| Other non-operating income (expense), net | (134 | ) | 1,418 | 880 | ||||||||
| Income from operations before income tax and equity in earnings (losses) of investees | 103,551 | 168,717 | 137,303 | |||||||||
| Income tax provision | (24,850 | ) | (67,003 | ) | (45,613 | ) | ||||||
| Equity in earnings (losses) of investees, net | (2,624 | ) | 92 | 1,853 | ||||||||
| Net Income | 76,077 | 101,806 | 93,543 | |||||||||
| Net income attributable to noncontrolling interest | (13,985 | ) | (16,350 | ) | (5,448 | ) | ||||||
| Net income attributable to the Company's stockholders | $ | 62,092 | $ | 85,456 | $ | 88,095 | ||||||
| Earnings per share attributable to the Company's stockholders: | ||||||||||||
| Basic: | $ | 1.11 | $ | 1.66 | $ | 1.73 | ||||||
| Diluted: | $ | 1.10 | $ | 1.65 | $ | 1.72 | ||||||
| Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders: | ||||||||||||
| Basic | 56,004 | 51,567 | 50,867 | |||||||||
| Diluted | 56,402 | 51,937 | 51,227 |
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Results as a percentage of revenues
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| Revenues: | ||||||||||||
| Electricity | 88.3 | % | 76.8 | % | 72.4 | % | ||||||
| Product | 7.1 | 21.0 | 25.6 | |||||||||
| Energy storage | 4.6 | 2.2 | 2.0 | |||||||||
| Total revenues | 100.0 | 100.0 | 100.0 | |||||||||
| Cost of revenues: | ||||||||||||
| Electricity | 57.5 | 55.4 | 57.9 | |||||||||
| Product | 88.2 | 77.6 | 76.4 | |||||||||
| Energy storage | 67.0 | 88.9 | 121.8 | |||||||||
| Total cost of revenues | 60.1 | 60.8 | 63.9 | |||||||||
| Gross profit (loss) | ||||||||||||
| Electricity | 42.5 | 44.6 | 42.1 | |||||||||
| Product | 11.8 | 22.4 | 23.6 | |||||||||
| Energy storage | 33.0 | 11.1 | (21.8 | ) | ||||||||
| Total gross profit | 39.9 | 39.2 | 36.1 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 0.6 | 0.8 | 0.6 | |||||||||
| Selling and marketing expenses | 2.3 | 2.5 | 2.0 | |||||||||
| General and administrative expenses | 11.4 | 8.5 | 7.5 | |||||||||
| Business interruption insurance income | 0.0 | (2.9 | ) | 0.0 | ||||||||
| Operating income | 25.5 | 30.3 | 26.0 | |||||||||
| Other income (expense): | ||||||||||||
| Interest income | 0.3 | 0.2 | 0.2 | |||||||||
| Interest expense, net | (12.5 | ) | (11.1 | ) | (10.8 | ) | ||||||
| Derivatives and foreign currency transaction gains (losses) | (2.2 | ) | 0.5 | 0.1 | ||||||||
| Income attributable to sale of tax benefits | 4.5 | 3.6 | 2.8 | |||||||||
| Other non-operating income (expense), net | 0.0 | 0.2 | 0.1 | |||||||||
| Income from continuing operations before income tax and equity in earnings (losses) of investees | 15.6 | 23.9 | 18.4 | |||||||||
| Income tax provision | (3.7 | ) | (9.5 | ) | (6.1 | ) | ||||||
| Equity in earnings (losses) of investees, net | (0.4 | ) | — | 0.2 | ||||||||
| Net Income | 11.5 | 14.4 | 12.5 | |||||||||
| Net income attributable to noncontrolling interest | (2.1 | ) | (2.3 | ) | (0.7 | ) | ||||||
| Net income attributable to the Company's stockholders | 9.4 | % | 12.1 | % | 11.8 | % |
Comparison of the Year Ended December 31, 2021 and the Year Ended December 31, 2020
Total Revenues
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | Increase | (Decrease) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||||
| Electricity segment revenues | $ | 585.8 | $ | 541.4 | $ | 44.4 | 8.2 | % | ||||||||
| Product segment revenues | 46.9 | 148.1 | (101.2 | ) | (68.3 | ) | ||||||||||
| Energy Storage segment revenues | 30.4 | 15.8 | 14.6 | 92.1 | ||||||||||||
| Total Revenues | $ | 663.1 | $ | 705.3 | $ | (42.2 | ) | (6.0 | )% |
For the year ended December 31, 2021, our total revenues decreased by (6.0)% (from $705.3 million to $663.1 million) over the previous year driven by lower revenues in the Product segment.
Electricity Segment
Revenues attributable to our Electricity segment for the year ended December 31, 2021 were $585.8 million, compared to $541.4 million for the year ended December 31, 2020, representing a 8.2% increase. The increase in our Electricity segment revenues was mainly due to (i) the consolidation of the Dixie Valley and Beowawe power plants following the Terra-Gen acquisition in July 2021, with revenues of $23.2 million and $3.0 million, respectively; (ii) the enhancement of the Steamboat Hills power plant in June 2020; (iii) the resumption of operations of the Puna power plant to 25MW in the third quarter of 2021; and (iv) the expansion of the McGinness Hills complex in May 2021, partially offset by a decrease in revenues from the Olkaria complex due to lower resource performance that caused a capacity reduction, from Bouillante power plant due to temporary limitations in our ability to utilize the resource.
During the years ended December 31, 2021 and 2020, our consolidated power plants generated 6,529,140 MWh and 6,043,993 MWh, respectively, an increase of 8.0%. The average prices during the years ended December 31, 2021 and 2020 were $89.7 and $89.6 per MWh, respectively.
For the year ended December 31, 2021, our Electricity segment generated88.3% of our total revenues, compared to 76.8% in the previous year, while our Product segment generated 7.1% of our total revenues, compared to 21.0% in the previous year, and our Energy Storage segment generated 4.6% of our total revenues, compared to 2.2% in the previous year.
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Product Segment
Revenues attributable to our Product segment for the year ended December 31, 2021 were $46.9 million, compared to $148.1 million for the year ended December 31, 2020, representing a 68.3% decrease. The decrease in our Product segment revenues was mainly due to a slowdown in product sales as a result of COVID-19, projects in Turkey, New Zealand and Chile, which started in 2019, and provided $98.3 million in revenue recognized during the year ended December 31, 2020, compared to $10.1 million in the year ended December 31, 2021, and projects in Turkey, which started in 2020, and provided $23.6 million in revenue recognized during the year ended December 31, 2020, compared to zero in the year ended December 31, 2021, partially offset by projects which started in 2021 and provided $18.2 million.
Energy Storage Segment
Revenues attributable to our Energy Storage segment for the year ended December 31, 2021 were $30.4 million compared to $15.8 million for the year ended December 31, 2020, representing a 92.1% increase. The increase was mainly due to an increase of $7.6 million in revenues from the Rabbit Hill battery energy storage facility primarily as a result of the February power crisis in Texas, which resulted in a record high increase in demand for electricity on the one hand and a significant decrease in electricity supply in the region on the other hand. This led to a significant increase in the Responsive Reserve Service market price. In addition, we recorded $9.4 million of revenues from the Pomona energy storage asset that we acquired in July 2020 in the year ended December 31, 2021, compared to $4.8 million in the year ended December 31, 2020.
Total Cost of Revenues
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | Increase | (Decrease) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||||
| Electricity segment cost of revenues | $ | 337.0 | $ | 300.1 | $ | 37.0 | 12.3 | % | ||||||||
| Product segment cost of revenues | 41.4 | 114.9 | (73.6 | ) | (64.0 | ) | ||||||||||
| Energy Storage segment cost of revenues | 20.4 | 14.1 | 6.3 | 44.8 | ||||||||||||
| Total Cost of Revenues | $ | 398.8 | $ | 429.1 | $ | (30.3 | ) | (7.1 | )% |
Electricity Segment
Total cost of revenues attributable to our Electricity segment for the year ended December 31, 2021 was $337.0 million, compared to $300.1 million for the year ended December 31, 2020, representing a 12.3% increase. This increase was primarily attributable to: (i) the consolidation of the Dixie Valley and Beowawe power plants which were acquired on July 13, 2021 as part of the TG Geothermal Portfolio, LLC, acquisition, with cost of revenues of $13.6 million and $2.3 million, respectively; (ii) cost of revenues related to the enhancement of the Steamboat Hills power plant in June 2020 and (iii) the resumption of operations of the Puna power plant to 25MW in the third quarter of 2021, which was offset by business interruption insurance recovery of $15.5 million in the year ended December 31, 2021, compared to $7.8 million in the year ended December 31, 2020, as further discussed in Note 1 to the consolidated financial statements. As a percentage of total Electricity revenues, the total cost of revenues attributable to our Electricity segment for the year ended December 31, 2021 was 57.5%, compared to 55.4% for the year ended December 31, 2020. This increase was primarily attributable to the decrease in gross profit relating to higher operational costs in some of our power plants. The cost of revenues attributable to our international power plants was 20% of our Electricity segment cost of revenues for the year ended December 31, 2021.
Product Segment
Total cost of revenues attributable to our Product segment for the year ended December 31, 2021 was $41.4 million, compared to $114.9 million for the year ended December 31, 2020, representing a 64.0% decrease from the prior period. This decrease was primarily attributable to the decrease in Product segment revenues, as discussed above. As a percentage of total Product segment revenues, our total cost of revenues attributable to our Product segment for the year ended December 31, 2021 was 88.2%, compared to 77.6% for the year ended December 31, 2020.
Energy Storage Segment
Cost of revenues attributable to our Energy Storage segment for the year ended December 31, 2021 were $20.4 million as compared to $14.1 million in the year ended December 31, 2020. Cost of revenues attributable to our Energy Storage segment for the year ended December 31, 2021 includes $6.6 million from the acquisition of the Pomona energy storage asset that was acquired in July 2020, compared to $3.1 million in the year ended December 31, 2020. The Energy Storage segment includes cost of revenues related to the delivery of energy storage, demand response and energy management services.
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Research and Development Expenses
Research and development expenses for the year ended December 31, 2021 were $4.1 million, compared to $5.4 million for the year ended December 31, 2020, represent a 23.5% decrease. The decrease is mainly attributable to the timing of new development projects that took place during the year ended December 31, 2021 compared to the corresponding period in 2020.
Selling and Marketing Expenses
Selling and marketing expenses for the year ended December 31, 2021 were $15.2 million, compared to $17.4 million for the year ended December 31, 2020, representing 12.6% decrease. The decrease was mainly due to a decrease in sales commissions as a result of the decrease in Product segment revenues. Selling and marketing expenses constituted 2.3% of total revenues for the year ended December 31, 2021, compared to 2.5%, for the year ended December 31, 2020.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2021 were $75.9 million, compared to $60.2 million for the year ended December 31, 2020, representing 26.0% increase. The increase was primarily attributable to: (i) the provision for doubtful debts of $3.0 million relating to imbalance charges from the grid operator in respect of our demand response operation that we may be unable to collect due to the February power crisis in Texas; (ii) $5.6 million transaction costs including $4.7 million related to the TG Geothermal Portfolio, LLC, acquisition, on July 13, 2021; (iii) legal costs associated with the investigation by the Special Committee, and (iv) a gain of $1.3 million from the sale of concession in the year ended December 31, 2020. General and administrative expenses for the year ended December 31, 2021 constituted 11.4% of total revenues for such period, compared to 8.5%, for the year ended December 31, 2020.
Business Interruption Insurance Income
Business interruption insurance income for the year ended December 31, 2021 was $0.2 million compared to $20.7 million for the year ended December 31, 2020, representing a 98.8% decrease. Business interruption insurance income for the years ended December 31, 2021 and 2020 is attributable to business interruption recovery relating to the Puna power plant.
Interest Expense, Net
Interest expense, net, for the year ended December 31, 2021 was $82.7 million, compared to $78.0 million for the year ended December 31, 2020, representing a 6.0% increase from the prior period. This increase was primarily due to (i)$125.0 million of proceeds from Bank Hapoalim Loan received in July 2021; (ii) $50.0 million of proceeds from HSBC Bank Loan received in July 2021; (iii) $259 million related to Finance Lease liability related to the TG Geothermal Portfolio, LLC, acquisition, in July, 2021; (iv) $100.0 million of proceeds from Bank Discount Loan received in September 2021, and (v) a $2.9 million increase in interest related to sale of tax benefits, partially offset by a $4.2 million increase in interest capitalized to projects and lower interest expense as a result of principal payments of long term debt.
Derivatives and Foreign Currency Transaction Gains (Losses)
Derivatives and foreign currency transaction losses for the year ended December 31, 2021 were $14.7 million, compared to gains of $3.8 million for the year ended December 31, 2020. Derivatives and foreign currency transaction losses for the year ended December 31, 2021 includes mainly $14.5 million in losses relating to the hedge transaction associated with our Rabbit Hill battery energy storage facility, due to extreme weather conditions in the area of Georgetown, Texas in February 2021 as described above. Derivatives and foreign currency transaction gains for the year ended December 31, 2020 were attributable primarily to gains from foreign currency forward contracts which were not accounted for as hedge transactions.
Income Attributable to Sale of Tax Benefits
Income attributable to the sale of tax benefits for the year ended December 31, 2021 was $29.6 million, compared to $25.7 million for the year ended December 31, 2020. Tax equity is a form of financing used for renewable energy projects. This income primarily represents the value of PTCs and taxable income or loss generated by certain of our power plants allocated to investors under tax equity transactions. In 2021, we entered into the Steamboat Hills tax monetization transaction which contributed $1.1 million of income during the year.
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Other Non-Operating Income (Expense), Net
Other non-operating income, net for the year ended December 31, 2021 was $0.1 million, compared to $1.4 million for the year ended December 31, 2020. Other non-operating income for the year ended December 31, 2020 mainly includes income of $0.6 million for property damage recovery related to the Puna power plant.
Income from operations, before income taxes and equity in earnings of investees
Income from operations, before income taxes and equity in earnings of investees for the year ended December 31, 2021 was $103.6 million, compared to $168.7 million, as described above for the year ended December 31, 2020, representing a 38.6% decrease. This decrease was mainly driven by: (i) the decrease in product segment gross margin as a result from the decrease in product segment revenues; (ii) the business interruption insurance income of $20.7 million for the year ended December 31, 2020; and (iii) $14.5 million in losses relating to the hedge transaction,
Income Taxes
Income tax provision for the year ended December 31, 2021, was $24.9 million, a decrease of $42.2 million compared to an income tax provision of $67.0 million for the year ended December 31, 2020. Our effective tax rate for the year ended December 31, 2021 and 2020, was 24.0% and 39.7%, respectively. The effective rate differs from the federal statutory rate of 21% for the year ended December 31, 2021 due to the jurisdictional mix of earnings at differing tax rates from the federal statutory tax rate, movement in the valuation allowance; and generation of production tax credits. The decrease in the effective tax rate for the year ended December 31, 2021 as compared to the year ended December 31, 2020 is primarily driven by reduced GILTI income inclusion, benefit due to approved qualification as an "Innovation Promoting Enterprise" by the Israeli Innovation Authority, and additional releases in the Company's valuation allowance in the current year.
Equity in Earnings (losses) of investees, net
Equity in losses of investees, net in the year ended December 31, 2021, was $2.6 million, compared to equity in earnings of investees, net of $0.1 million in the year ended December 31, 2020. Equity in earnings (losses) of investees, net is mainly derived from our 12.75% share in the earnings or losses in Sarulla. Due to a combination of lower asset performance and a non-cash write-off of deferred tax assets, SOL, the project company, is currently evaluating the viability of a long term remediation plan to restore generation and change the project PPA's energy rates. We are following the remediation plans in Sarulla as well as the accounting impact and its implication on our financial statements on our investment in Sarulla.
Net Income attributable to the Company’s Stockholders
Net income attributable to the Company’s stockholders for the year ended December 31, 2021 was $62.1 million, compared to $85.5 million for the year ended December 31, 2020, which represents a decrease of $23.4 million. This decrease was attributable to the decrease of $25.7 million in net income which was affected by all the explanations above, partially offset by a decrease of $2.4 million in net income attributable to noncontrolling interest, mainly due to lower business interruption recovery of the Puna power plant in Hawaii, in the year ended December 31, 2021, compared to the year ended December 31, 2020.
Comparison of the year ended December 31, 2020 and the year ended December 31, 2019
A discussion of changes in our results of operations in 2020 compared to 2019 has been omitted from this Form10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 26, 2021, which is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Liquidity and Capital Resources
Our principal sources of liquidity have been derived from cash flows from operations, proceeds from third party debt such as borrowings under our credit facilities, private offerings and issuances of debt securities, equity offerings, project financing and tax monetization transactions, short term borrowing under our lines of credit, and proceeds from the sale of equity interests in one or more of our projects. We have utilized this cash to develop and construct power plants, fund our acquisitions, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.
Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans. However, the cost of obtaining financing for our project needs may increase significantly or such financing may be difficult to obtain.
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As of December 31, 2021, we had access to: (i) $239.3 million in cash and cash equivalents, of which $39.2 million was held by our foreign subsidiaries; (ii) $43.3 million of investment in debt securities; and (iii) $450.6 million of unused corporate borrowing capacity under existing lines of credit with different commercial banks.
As of December 31, 2021, $185.0 million in the aggregate was outstanding under credit agreements with several banks as detailed below under “Letters of Credits under the Credit Agreements”.
Our estimated capital needs for 2022 include approximately $515.0 million for capital expenditures on new projects under development or construction including storage projects, exploration activity and maintenance capital expenditures for our existing projects. In addition, we expect $386.3 million for long-term debt repayments.
Our capital expenditures primarily relate to the enhancement of our existing power plants and the construction of new power plants. We have budgeted approximately $640.0 million in capital expenditures for construction of new projects and enhancements to our existing power plants, of which we had invested $324.0 million as of December 31, 2021. We expect to invest approximately $230.0 million in 2022 and the remaining approximately $86.0 million on thereafter.
In addition, we estimate approximately $285.0 million in additional capital expenditures in 2022 to be allocated as follows: (i) approximately $145.0 million for the exploration, drilling and development of new projects and enhancements of existing power plants that are not yet released for full construction; (ii) approximately $42.0 million for maintenance of capital expenditures to our operating power plants; (iii) approximately $90.0 million for the construction and development of storage projects; and (iv) approximately $8.0 million for enhancements to our production facilities.
We expect to finance these requirements with: (i) the sources of liquidity described above; (ii) positive cash flows from our operations; and (iii) future project financings and re-financings (including construction loans and tax equity). Management believes that, based on the current stage of implementation of our strategic plan, the sources of liquidity and capital resources described above will address our anticipated liquidity, capital expenditures, and other investment requirements.
Letters of Credits under the Credit Agreements
Some of our customers require our project subsidiaries to post letters of credit in order to guarantee their respective performance under relevant contracts. We are also required to post letters of credit to secure our obligations under various leases and licenses and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. In addition, our subsidiary, Ormat Systems, is required from time to time to post performance letters of credit in favor of our customers with respect to orders of products.
| Credit Agreements | Issued Amount | Issued and Outstanding as of | Termination Date | ||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | |||||||||
| (Dollars in millions) | |||||||||
| Committed lines for credit and letters of credit | $ | 468.0 | $ | 77.9 | March 2022-Nov 2023 | ||||
| Committed lines for letters of credit | 155.0 | 94.5 | April 2022-August 2023 | ||||||
| Non-committed lines | - | 12.6 | October 2022-December 2022 | ||||||
| Total | $ | 623.0 | $ | 185.0 |
Restrictive covenants
Our obligations under the credit agreements, the loan agreements, and the trust instrument governing the bonds described above, are unsecured, but we are subject to a negative pledge in favor of the banks and the other lenders and certain other restrictive covenants. These include, among other things, a prohibition on: (i) creating any floating charge or any permanent pledge, charge or lien over our assets without obtaining the prior written approval of the lender; (ii) guaranteeing the liabilities of any third party without obtaining the prior written approval of the lender; and (iii) selling, assigning, transferring, conveying or disposing of all or substantially all of our assets, or a change of control in our ownership structure. Some of the credit agreements, the term loan agreements, and the trust instrument contain cross-default provisions with respect to other material indebtedness owed by us to any third party. In some cases, we have agreed to maintain certain financial ratios, which are measured quarterly, such as: (i) equity of at least $750 million and in no event less than 25% of total assets; (ii) 12-month debt, net of cash, cash equivalents, and short-term bank deposits to Adjusted EBITDA ratio not to exceed 6.0; and (iii) dividend distributions not to exceed 50% of net income in any calendar year. As of December 31, 2021: (i) total equity was $1,998.5 million and the actual equity to total assets ratio was 45.2%; and (ii) the 12-month debt, net of cash and cash equivalents to Adjusted EBITDA ratio was 4.02. During the year ended December 31, 2021, we distributed interim dividends in an aggregate amount of $27.0 million. The failure to perform or observe any of the covenants set forth in such agreements, subject to various cure periods, would result in the occurrence of an event of default and would enable the lenders to accelerate all amounts due under each such agreement.
As described above, we are currently in compliance with our covenants with respect to the credit agreements, the loan agreements (except as described below) and the trust instrument, and believe that the restrictive covenants, financial ratios and other terms of any of our full-recourse bank credit agreements will not materially impact our business plan or operations.
As of December 31, 2021, as a result of the overdue debt outstanding of ENEE as further described under Note 1 to the consolidated financial statements, Platanares is restricted from making certain equity distributions. Additionally, as of December 31, 2021, we did not meet the covenants related to the DAC 1 Senior Secured Notes and Prudential Capital Group – Nevada non-recourse loan which resulted in certain equity distribution restrictions from the related subsidiaries.
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Credit Agreements
Credit Agreement with MUFG Union Bank
Ormat Nevada has a credit agreement with MUFG Union Bank under which it has an aggregate available credit of up to $60.0 million as of December 31, 2021.The credit termination date is June 30, 2022.
The facility is limited to the issuance, extension, modification or amendment of letters of credit. Union Bank is currently the sole lender and issuing bank under the credit agreement, but is also designated as an administrative agent on behalf of banks that may, from time to time in the future, join the credit agreement as lenders. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured.There are various restrictive covenants under the credit agreement, which include a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0.As of December 31,2021: (i) the actual 12-month debt to EBITDA ratio was 2.4; (ii) the 12-month DSCR was 4.8; and (iii) the distribution leverage ratio was 0.66. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of Union Bank. As of December 31, 2021, letters of credit in the aggregate amount of $59.1 million were issued and outstanding under this credit agreement.
Credit Agreement with HSBC Bank USA N.A.
Ormat Nevada has a credit agreement with HSBC Bank USA, N.A for one year with annual renewals. The current expiration date of the facility under this credit agreement is October 31, 2022. On December 31, 2021, the aggregate amount available under the credit agreement was $ million. This credit line is limited to the issuance, extension, modification or amendment of letters of credit. In addition, Ormat Nevada has an uncommitted discretionary demand line of credit in the aggregate amount of $35.0 million available for letters of credit including up to $20 million of credit. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured.
There are various restrictive covenants under the credit agreement, including a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0. As of December 31, 2021: (i) the actual 12-month debt to EBITDA ratio was 2.4; (ii) the 12-month DSCR was 4.8; and (iii) the distribution leverage ratio was 0.66. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of HSBC.
As of December 31, 2021, letters of credit in the aggregate amount of $35.0 million were issued and outstanding under the committed portion of this credit agreement and $2.5 million under the uncommitted portion of the agreement.
Future minimum payments
Future minimum payments under long-term obligations as of December 31, 2021, are detailed under the caption Contractual Obligations and Commercial Commitments, below.
Third-Party Debt
Our third-party debt consists of (i) non-recourse and limited-recourse project finance debt or acquisition financing that we or our subsidiaries have obtained for the purpose of developing and constructing, refinancing or acquiring our various projects and (ii) full-recourse debt incurred by us or our subsidiaries for general corporate purposes.
Non-recourse debt or lease financing refers to debt or lease arrangements involving debt repayments or lease payments that are made solely from the power plant’s revenues (rather than our revenues or revenues of any other power plant) and generally are secured by the power plant’s physical assets, major contracts and agreements, cash accounts and, in many cases, our ownership interest in our affiliate that owns that power plant. These forms of financing are referred to as “project financing”.
In the event of a foreclosure after a default, our affiliate that owns the power plant would only retain an interest in the power plant assets, if any, remaining after all debts and obligations have been paid in full. In addition, incurrence of debt by a power plant may reduce the liquidity of our equity interest in that power plant because the equity interest is typically subject both to a pledge in favor of the power plant’s lenders securing the power plant’s debt and to transfer and change of control restrictions set forth in the relevant financing agreements.
Limited recourse debt refers to project financing as described above with the addition of our agreement to undertake limited financial support for our affiliate that owns the power plant in the form of certain limited obligations and contingent liabilities. These obligations and contingent liabilities may take the form of guarantees of certain specified obligations, indemnities, capital infusions and agreements to pay certain debt service deficiencies. Creditors of a project financing of a particular power plant may have direct recourse to us to the extent of these limited recourse obligations.
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Non-Recourse and Limited-Recourse Third-Party Debt
| Loan | Line of Credit | Amount Outstanding as of | Interest Rate | Maturity Date | Related Projects | Location | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | ||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||
| OFC 2 Senior Secured Notes – Series A | $ | 151.7 | $ | 79.6 | 4.69% | 2032 | McGinness Hills phase 1 and Tuscarora | United States | ||||||||||
| OFC 2 Senior Secured Notes – Series B | 140.0 | 93.8 | 4.61% | 2032 | McGinness Hills phase 2 | United States | ||||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 1 | 85.0 | 42.5 | 6.34% | 2030 | Olkaria III Complex | Kenya | ||||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 2 | 180.0 | 90.0 | 6.29% | 2030 | Olkaria III Complex | Kenya | ||||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 3 | 45.0 | 24.2 | 6.12% | 2030 | Olkaria III Complex | Kenya | ||||||||||||
| Amatitlan Financing (1) | 42.0 | 19.3 | LIBOR+4.35% | 2027 | Amatitlan | Guatemala | ||||||||||||
| Don A. Campbell Senior Secured Notes | 92.5 | 67.9 | 4.03% | 2033 | Don A. Campbell Complex | United States | ||||||||||||
| Prudential Capital Group Idaho Loan (2) | 20.0 | 16.8 | 5.8% | 2023 | Neal Hot Springs and Raft River | United States | ||||||||||||
| U.S. Department of Energy loan (3) | 96.8 | 39.0 | 2.61% | 2035 | Neal Hot Springs | United States | ||||||||||||
| Prudential Capital Group Nevada Loan | 30.7 | 25.1 | 6.75% | 2037 | San Emidio | United States | ||||||||||||
| Platanares Loan with DFC | 114.7 | 88.1 | 7.02% | 2032 | Platanares | Honduras | ||||||||||||
| Viridity - Plumstriker | 23.5 | 14.7 | LIBOR+3.5% | 2026 | Plumsted Striker | United States | ||||||||||||
| Geothermie Bouillante (4) | 8.9 | 5.9 | 1.52% | 2026 | Geothermie Bouillante | Guadeloupe | ||||||||||||
| Geothermie Bouillante (4) | 8.9 | 7.7 | 1.93% | 2026 | Geothermie Bouillante | Guadeloupe | ||||||||||||
| Total | $ | 1,039.7 | $ | 614.6 |
(1) LIBOR Rate cannot be lower than 1.25%. Margin of 4.35% as long as the Company’s guaranty of the loan is outstanding (current situation) or 4.75% otherwise. As of December 31, 2021, interest rate is 5.6%.
(2) Secured by equity interest.
(3) Secured by the assets.
(4) Loan in Euros and issued amount is EUR 8.0 million
Full-Recourse Third-Party Debt
| Loan | Amount Issued | Amount Outstanding as of | Interest Rate | Maturity Date | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | |||||||||||||
| (Dollars in millions) | |||||||||||||
| Hapoalim Loan | $ | 125.0 | $ | 116.1 | 3.45% | June 2028 | |||||||
| HSBC Loan | 50.0 | 50.0 | 3.45% | July 2028 | |||||||||
| Discount Loan | 100.0 | 100.0 | 2.90% | September 2029 | |||||||||
| Senior Unsecured Bonds Series 3 | 218.0 | 218.0 | 4.45% | September 2022 | |||||||||
| Senior Unsecured Bonds Series 4 (1) | 289.8 | 321.5 | 3.35% | June 2031 | |||||||||
| Senior Unsecured Loan 1 | 100.0 | 95.8 | 4.80% | March 2029 | |||||||||
| Senior Unsecured Loan 2 | 50.0 | 47.9 | 4.60% | March 2029 | |||||||||
| Senior Unsecured Loan 3 | 50.0 | 47.9 | 5.44% | March 2029 | |||||||||
| DEG Loan 2 | 50.0 | 32.5 | 6.28% | June 2028 | |||||||||
| DEG Loan 3 | 41.5 | 28.4 | 6.04% | June 2028 | |||||||||
| Total | $ | 1,074.3 | $ | 1,058.1 |
(1) Bonds issued in total aggregate principal amount of NIS 1.0 billion.
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Financing Liability
| Amount Outstanding as of | Annual | Maturity | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Loan | December 31, 2021 | Interest Rate | Date (1) | ||||||
| (Dollar in millions) | |||||||||
| Financing Liability - Dixie Valley | $ | 252.9 | 2.55 | % | March 2033 |
(1) final maturity date of the financing liability is assuming execution of the buy-out option in September 2024.
For additional description of our long term debt, see Note 12, Long-term Debt, Credit Agreements and Financial Liability to our consolidated financial statements, set forth in Item 8 of this Annual Report.
Liquidity Impact of Uncertain Tax Positions
As discussed in Note 17 - Income Taxes, to our consolidated financial statements set forth in Item 8 of this Annual Report, we have a liability associated with unrecognized tax benefits and related interest and penalties in the amount of approximately $5.7 million as of December 31, 2021. This liability is included in long-term liabilities in our consolidated balance sheet, because we generally do not anticipate that settlement of the liability will require payment of cash within the next 12 months. We are not able to reasonably estimate when we will make any cash payments required to settle this liability.
Dividends
We have adopted a dividend policy pursuant to which we currently expect to distribute at least 20% of our annual profits available for distribution by way of quarterly dividends. In determining whether there are profits available for distribution, our Board will take into account our business plan and current and expected obligations, and no distribution will be made that in the judgment of our Board would prevent us from meeting such business plan or obligations.
The following are the dividends declared by us during the past two years, as of December 31, 2021:
| Date Declared | Dividend Amount per Share | Record Date | Payment Date | |||
|---|---|---|---|---|---|---|
| November 6, 2019 | $ | 0.11 | November 20, 2019 | December 4, 2019 | ||
| February 25, 2020 | $ | 0.11 | March 12, 2020 | March 26, 2020 | ||
| May 8, 2020 | $ | 0.11 | May 21, 2020 | June 2, 2020 | ||
| August 4, 2020 | $ | 0.11 | August 18, 2020 | September 1, 2020 | ||
| November 4, 2020 | $ | 0.11 | November 18, 2020 | December 2, 2020 | ||
| February 24, 2021 | $ | 0.12 | March 11, 2021 | March 29, 2021 | ||
| May 5, 2021 | $ | 0.12 | May 18, 2021 | June 1, 2021 | ||
| August 4, 2021 | $ | 0.12 | August 18, 2021 | September 1, 2021 | ||
| November 3, 2021 | $ | 0.12 | November 17, 2021 | December 3, 2021 |
Historical Cash Flows
The following table sets forth the components of our cash flows for the relevant periods indicated:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Net cash provided by operating activities | $ | 258,822 | $ | 265,005 | $ | 236,493 | ||||||
| Net cash used in investing activities | (638,193 | ) | (385,969 | ) | (254,538 | ) | ||||||
| Net cash provided by (used in) financing activities | 186,385 | 503,478 | (5,765 | ) | ||||||||
| Translation adjustments on cash and cash equivalents | (348 | ) | 1,154 | (575 | ) | |||||||
| Net change in cash and cash equivalents and restricted cash and cash equivalents | $ | (193,334 | ) | $ | 383,668 | $ | (24,385 | ) |
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For the Year Ended December 31, 2021
Net cash provided by operating activities for the year ended December 31, 2021 was $258.8 million, compared to $265.0 million for the year ended December 31, 2020. The net decrease of $6.2 million resulted primarily from (i) a decrease in costs and estimated earnings in excess of billing on uncompleted contracts, net of $12.9 million in the year ended December 31, 2021, compared to $22.2 million in the year ended December 31, 2020, as a result of timing of billing to our customers; (ii) a decrease in accounts payable and accrued expenses of $21.9 million in the year ended December 31, 2021, compared to $5.4 million in the year ended December 31, 2020, mainly due to timing of payments to our supplier; (iii) an increase in prepaid expenses and other of $19.1 million in the year ended December 31, 2021, compared to $2.7 million in the year ended December 31, 2020, mainly due to tax prepayments of OSL. The decrease was partially offset by a decrease of $26.7 million in receivables in the year ended December 31, 2021 compared to $3.5 million in the year ended December 31, 2020 because of timing of collections from our customers.
Net cash used in investing activities for the year ended December 31, 2021 was $638.2 million, compared to $386.0 million for the year ended December 31, 2020. The principal factors that affected the increase in our net cash used in investing activities during the year ended December 31, 2021 were: (i) capital expenditures of $419.3 million, compared to $320.7 million during the year ended December 31, 2020, primarily for our facilities under construction that support our growth plan; (ii) cash paid for the purchase transaction of Terra-Gen for a total consideration of $171.0 million, net compared to $43.4 million related to the purchase of the Pomona energy storage asset in California; (iii) purchases of marketable securities of $60.1 million in 2021 compared to none in 2020; and (iv) an investment in an unconsolidated company of $6.4 million in 2021 compared to $21.0 million in 2020, partially offset by maturity of marketable securities of $16.3 million.
Net cash provided by financing activities for the year ended December 31, 2021 was $186.4 million, compared to $503.5 million provided by financing activities for the year ended December 31, 2020. The principal factors that affected the decrease in net cash provided by financing activities were: (i) $275.0 million proceeds from long term loans from banks in 2021 compared to $419.3 million during 2020 and (ii) $339.5 million proceeds from issuance of common stock, net in 2020 compared to none in 2021, partially offset by: (i) the repayment of long-term debt in the amount of $93.0 million in 2021 compared to $135.4 million in 2020; (ii) repayments of commercial paper and revolving credit lines with banks of $50.0 million and $40.6 million, respectively, in 2020 compared to none in 2021; (iii) $37.1 million of proceeds from the sale of limited liability company interest, net of transaction costs in 2021 compared to none in 2020.
For the Year Ended December 31, 2020
A discussion of changes in our cash flows in 2020 compared to 2019 has been omitted from this Form10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 26, 2021, which is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Total EBITDA and Adjusted EBITDA
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) 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, and (vi) 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 its 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.
This information should not be considered in isolation from, or as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP or other non-GAAP financial measures.
Net income for the year ended December 31, 2021 was $76.1 million, compared to $101.8 million for the year ended December 31, 2020 and $93.5 million for the year ended December 31, 2019.
Adjusted EBITDA for the year ended December 31, 2021 was $401.4 million, compared to $420.2 million for the year ended December 31, 2020 and $384.3 million for the year ended December 31, 2019.
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The following table reconciles net income to EBITDA and adjusted EBITDA for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Net income | $ | 76,077 | $ | 101,806 | $ | 93,543 | ||||||
| Adjusted for: | ||||||||||||
| Interest expense, net (including amortization of deferred financing costs) | 80,534 | 76,236 | 78,869 | |||||||||
| Income tax provision (benefit) | 24,850 | 67,003 | 45,613 | |||||||||
| Adjustment to investment in an unconsolidated company: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla complex | 14,680 | 11,549 | 13,089 | |||||||||
| Depreciation and amortization | 177,930 | 151,371 | 143,242 | |||||||||
| EBITDA | 374,071 | 407,965 | 374,356 | |||||||||
| Mark-to-market on derivative instruments | 741 | (1,192 | ) | (1,402 | ) | |||||||
| Stock-based compensation | 9,168 | 9,830 | 9,358 | |||||||||
| 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 | — | — | |||||||||
| Loss from extinguishment of liability | — | — | 468 | |||||||||
| Merger and acquisition transaction costs | 5,635 | 2,279 | 1,483 | |||||||||
| Legal settlement expenses | — | 1,277 | — | |||||||||
| Tender-related deposits write-off | 134 | — | — | |||||||||
| Adjusted EBITDA | $ | 401,444 | $ | 420,159 | $ | 384,263 |
• Adjusted EBITDA for the fiscal year 2021 decreased 4.5% compared to fiscal 2020, due primarily to a $27.6 million reduction in gross profit of the Product segment, offset partially by improved performance of the Electricity and Energy Storage segments.
EBITDA and Adjusted EBITDA include our proportionate share (12.75%) of Sarulla's EBITDA and Adjusted EBITDA, respectively.
On May 2014, the Sarulla consortium (“SOL”) closed $1,170 million in financing. As of December 31, 2021, the credit facility has an outstanding balance of $939.9 million. Our proportionate share in the SOL credit facility is $119.8 million. Additionally, in March and September 2021, Sarulla failed to meet its debt service coverage ratio under the credit facility agreement due to lower performance of the power plants. The Sarulla power plant complex has been experiencing a reduction in generation primarily due to wellfield issues at one of its power plants, as well as equipment failures which resulted in a decrease in profitability. To address these issues, the project management developed a Long-Term Recovery Plan ("LTRP") that includes drilling of additional wells and various equipment modifications. The LTRP is expected to be implemented starting in 2022, pending approval by the lenders. Additional initiatives are also undergoing in an effort to strengthen the Sarulla project's financial position, including potential tariff changes. We are following the remediation plans in Sarulla as well as the potential accounting impact on our consolidated financial statements in respect with our equity investment in Sarulla. As of December 31, 2021, the carrying value of our equity investment in SOL is $69.0 million.
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Exposure to Market Risks
We, like other power plant operators, are exposed to electricity price volatility risk. Our exposure to such market risk is currently limited because the majority of our long-term PPAs have fixed or escalating rate provisions that limit our exposure to changes in electricity prices. Our energy storage projects sell primarily on a "merchant" basis and are exposed to changes in the electricity market prices.
The energy payments under the PPAs of the Heber 2 power plant in the Heber Complex are determined by reference to the relevant power purchaser’s SRAC. A decline in the price of natural gas will result in a decrease in the incremental cost that the power purchaser avoids by not generating its electrical energy needs from natural gas, or by reducing the price of purchasing its electrical energy needs from natural gas power plants, which in turn will reduce the energy payments that we may charge under the relevant PPA for these power plants. The Puna Complex is currently benefiting from energy prices which are higher than the floor under the 25 MW PPA for the Puna Complex.
As of December 31, 2021, 98.0% of our consolidated long-term debt was fixed rate debt and therefore was not subject to interest rate volatility risk and 2.0% of our long-term debt was floating rate debt, exposing us to interest rate risk in connection therewith. As of December 31, 2021, $34.0 million of our long-term debt remained subject to interest rate risk.
Our cash equivalents are subject to interest rate risk. We currently maintain our surplus cash in short-term, interest-bearing bank deposits, money market funds, corporate bonds and debt securities available for sale (with a minimum investment grade rating of A+ by Standard & Poor’s Ratings Services).
We are also exposed to foreign currency exchange risk, in particular the fluctuation of the U.S. dollar versus the NIS in Israel and the Euro. Risks attributable to fluctuations in currency exchange rates can arise when we or any of our foreign subsidiaries borrow funds or incur operating or other expenses in one type of currency but receive revenues in another. In such cases, an adverse change in exchange rates can reduce such subsidiary’s ability to meet its debt service obligations, reduce the amount of cash and income we receive from such foreign subsidiary, or increase such subsidiary’s overall expenses. In Kenya, the tax asset is recorded in KES similar to the tax liability, however any change in the exchange rate in the KES versus the USD has an impact on our financial results. Risks attributable to fluctuations in foreign currency exchange rates can also arise when the currency denomination of a particular contract is not the U.S. dollar. Substantially all of our PPAs in the international markets are either U.S. dollar-denominated or linked to the U.S. dollar except for our operations on Guadeloupe, where we own and operate the Bouillante power plant which sells its power under a Euro-denominated PPA with Électricité de France S.A. Our construction contracts from time to time contemplate costs which are incurred in local currencies. The way we often mitigate such risk is to receive part of the proceeds from the contract in the currency in which the expenses are incurred. Currently, we have forward and cross-currency swap contracts in place to reduce our NIS/USD currency exposure and expect to continue to use currency exchange and other derivative instruments to the extent we deem such instruments to be the appropriate tool for managing such exposure.
On July 1, 2020, we concluded an auction tender and accepted subscriptions for senior unsecured bonds comprised of NIS 1.0 billion aggregate principal amount (the “Senior Unsecured Bonds - Series 4”). The Senior Unsecured Bonds - Series 4 were issued in New Israeli Shekels and converted to approximately $290 million using a cross-currency swap transaction shortly after the completion of such issuance. We performed a sensitivity analysis on the fair values of our long-term debt obligations, and foreign currency exchange forward contracts. The foreign currency exchange forward contracts listed below principally relate to trading activities. The sensitivity analysis involved increasing and decreasing forward rates at December 31, 2021 and 2020 by a hypothetical 10% and calculating the resulting change in the fair values.
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At this time, the development of our strategic plan has not exposed us to any additional market risk. However, as the implementation of the plan progresses, we may be exposed to additional or different market risks.
The results of the sensitivity analysis calculations as of December 31, 2021 and 2020 are presented below:
| Assuming a 10% Increase in Rates | Assuming a 10% Decrease in Rates | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, | As of December 31, | ||||||||||||||||
| Risk | 2021 | 2020 | 2021 | 2020 | Change in the Fair Value of | ||||||||||||
| (In thousands) | |||||||||||||||||
| Foreign Currency | $ | (2,719 | ) | $ | (1,996 | ) | $ | 3,324 | $ | 2,439 | Foreign Currency Forward Contracts | ||||||
| Interest Rate | $ | (1,131 | ) | $ | — | $ | 1,148 | $ | — | Hapoalim Loan | |||||||
| Interest Rate | $ | (557 | ) | $ | — | $ | 566 | $ | — | HSBC Loan | |||||||
| Interest Rate | $ | (1,119 | ) | $ | — | $ | 1,131 | $ | — | Discount Loan | |||||||
| Interest Rate | $ | (3,394 | ) | $ | — | $ | 3,465 | $ | — | Financing Liability | |||||||
| Interest Rate | $ | (3,069 | ) | $ | (3,025 | ) | $ | 3,146 | $ | 3,090 | OFC 2 Senior Secured Notes | ||||||
| Interest Rate | $ | (2,946 | ) | $ | (3,193 | ) | $ | 3,025 | $ | 3,273 | DFC Loan | ||||||
| Interest Rate | $ | (226 | ) | $ | (311 | ) | $ | 231 | $ | 318 | Amatitlan Loan | ||||||
| Interest Rate | $ | (3,833 | ) | $ | (4,278 | ) | $ | 3,880 | $ | 4,313 | Senior Unsecured Bonds | ||||||
| Interest Rate | $ | (494 | ) | $ | (586 | ) | $ | 505 | $ | 599 | DEG 2 Loan | ||||||
| Interest Rate | $ | (1,286 | ) | $ | (1,266 | ) | $ | 1,324 | $ | 1,299 | DAC 1 Senior Secured Notes | ||||||
| Interest Rate | $ | (3,135 | ) | $ | (3,194 | ) | $ | 3,214 | $ | 3,270 | Migdal Loan and the Additional Migdal Loan and the Second Addendum Migdal Loan | ||||||
| Interest Rate | $ | (920 | ) | $ | (941 | ) | $ | 965 | $ | 983 | San Emidio Loan | ||||||
| Interest Rate | $ | (539 | ) | $ | (444 | ) | $ | 550 | $ | 450 | DOE Loan | ||||||
| Interest Rate | $ | (88 | ) | $ | (151 | ) | $ | 89 | $ | 153 | Idaho Holdings Loan | ||||||
| Interest Rate | $ | (2,035 | ) | $ | (2,146 | ) | $ | 2,100 | $ | 2,209 | Platanares DFC Loan | ||||||
| Interest Rate | $ | (389 | ) | $ | (452 | ) | $ | 397 | $ | 461 | DEG 3 Loan | ||||||
| Interest Rate | $ | (121 | ) | $ | (179 | ) | $ | 123 | $ | 181 | Plumstriker Loan | ||||||
| Interest Rate | $ | — | $ | — | $ | — | $ | — | Commercial Paper | ||||||||
| Interest Rate | $ | (81 | ) | $ | (107 | ) | $ | 82 | $ | 108 | Other long-term loans |
In July 2019, the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR (London Interbank Offered Rate), announced that it intends to phase out LIBOR. LIBOR is still in use and being published until its phaseout in June 2023 in order to allow a transition period mainly for contracts that already exist using LIBOR. Additionally, the FCA has stated that no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short-term repurchase agreements, backed by Treasury securities ("SOFR"). SOFR is observed and backward-looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Given that SOFR is a secured rate backed by government securities, it would not take into account bank credit risk (as is the case with LIBOR). Therefore, the SOFR rate, if adopted, would likely be lower than LIBOR rates and is less likely to correlate with the funding costs of financial institutions.
We have evaluated the impact of the transition from LIBOR, and currently believe that the transition will not have a material impact on our consolidated financial statements.
Effect of Inflation
While we expect that the long term inflation rate will not be a significant, we recently experienced an increase in raw material costs, which put pressure on our operating margins in the Product segment and increased our cost to build our own power plants. To address the possibility of rising inflation, some of our contracts include certain provisions that mitigate inflation risk.
In connection with the Electricity segment, none of our U.S. PPAs, including the SCPPA Portfolio PPA, are directly linked to the CPI. Inflation may directly impact an expense we incur for the operation of our projects, thereby increasing our overall operating costs and reducing our profit and gross margin. The negative impact of inflation would be partially offset by price adjustments built into some of our PPAs that could be triggered upon such occurrences. The energy payments pursuant to our PPAs for some of our power plants such as the Brady power plant, the Steamboat 2 and 3 power plants and the McGinness Complex, increase every year through the end of the relevant terms of such agreements, although such increases are not directly linked to the CPI or any other inflationary index. Lease payments are generally fixed, while royalty payments are generally calculated as a percentage of revenues and therefore are not significantly impacted by inflation. In our Product segment, inflation may directly impact fixed and variable costs incurred in the construction of our power plants, thereby increasing our operating costs in the Product segment. We are more likely to be able to offset all or part of this inflationary impact through our project pricing. With respect to power plants that we build for our own electricity production, inflationary pricing may impact our operating costs which may be partially offset in the pricing of the new long-term PPAs that we negotiate.
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Contractual Obligations and Commercial Commitments
The following tables set forth our material contractual obligations as of December 31, 2021 (in thousands):
| Payments Due by Period | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remaining Total | 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | |||||||||||||||||||||
| Long-term debt and financing liabilities - principal | $ | 1,925,530 | $ | 386,289 | $ | 189,103 | $ | 253,044 | $ | 167,193 | $ | 168,468 | $ | 761,433 | |||||||||||||
| Interest on long-term debt and financing liabilities (1) | 363,163 | 78,827 | 61,489 | 53,795 | 44,373 | 37,185 | 87,496 | ||||||||||||||||||||
| Finance lease obligations | 10,249 | 3,326 | 1,549 | 854 | 693 | 514 | 3,313 | ||||||||||||||||||||
| Operating lease obligations | 29,604 | 3,079 | 2,329 | 2,043 | 1,656 | 1,519 | 18,978 | ||||||||||||||||||||
| Benefits upon retirement (2) | 15,606 | 4,526 | 92 | 263 | 951 | 664 | 9,110 | ||||||||||||||||||||
| Asset retirement obligation | 84,891 | — | — | — | — | — | 84,891 | ||||||||||||||||||||
| Purchase commitments (3) | 249,167 | 249,167 | — | — | — | — | — | ||||||||||||||||||||
| $ | 2,678,210 | $ | 725,214 | $ | 254,562 | $ | 309,999 | $ | 214,866 | $ | 208,350 | $ | 965,221 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | See interest rates and maturity dates under Liquidity and Capital Resources section above. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | The above amounts were determined based on employees’ current salary rates and the number of years’ service that will have been accumulated at their expected retirement date. These amounts do not include amounts that might be paid to employees that will cease working with us before reaching their expected retirement age. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | We purchase raw materials for inventories, construction-in-process and services from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequate supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure goods and services based upon specifications defined by us, or that establish parameters defining our requirements. At December 31, 2021, total obligations related to such supplier agreements were approximately $249.2 million (approximately $152.8 million of which relate to construction-in-process). All such obligations are payable in 2022. |
The table above does not reflect unrecognized tax benefits of $5.7 million, the timing of which is uncertain. Refer to Note 17 to our consolidated financial statements set forth in Item 8 of this Annual Report for additional discussion of unrecognized tax benefits. The above table also does not reflect a liability associated with the sale of tax benefits of $135.0 million, the timing of which is uncertain and other long-term liabilities of $5.0 million that are deemed immaterial. Refer to Note 13 to our consolidated financial statements as set forth in Item 8 of this Annual Report for additional discussion of our liability associated with the sale of tax benefits.
Concentration of Credit Risk
Our credit risk is currently concentrated with the following major customers: Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy), SCPPA and KPLC. If any of these electric utilities fail to make payments under its PPAs with us, such failure would have a material adverse impact on our financial condition. Also, by implementing our multi-year strategic plan we may be exposed, by expanding our customer base, to different credit profile customers than our current customers.
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The Company's revenues from its primary customers as a percentage of total revenues are as follows:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| Southern California Public Power Authority (“SCPPA”) | 23.7 | % | 20.6 | % | 17.9 | % | ||||||
| Sierra Pacific Power Company and Nevada Power Company | 18.6 | 17.5 | 16.8 | |||||||||
| Kenya Power and Lighting Co. Ltd. ("KPLC") | 15.5 | 16.4 | 16.3 |
We have historically been able to collect on substantially all of our receivable balances. As of December 31, 2021, the amount overdue from KPLC in Kenya was $25.5 million of which $22.9 million was paid in January and February of 2022. These amounts represent an average of 63 days overdue. The Company believes it will be able to collect all past due amounts in Kenya. This belief is supported by the fact that in addition to KPLC's obligations under its power purchase agreement, the Company holds a support letter from the Government of Kenya that covers certain cases of KPLC non-payment (such as where caused by government actions/political events).
In Honduras, as of December 31, 2021, the total amount overdue from ENEE was $20.7 million of which $2.9 million was collected in February 2022. In addition, due to continuing restrictive measures related to the COVID-19 pandemic in Honduras, the Company may experience additional delays in collection. The Company believes it will be able to collect all past due amounts in Honduras.
Government Grants and Tax Benefits
The U.S. federal government encourages production of electricity from geothermal resources or solar energy through certain tax subsidies:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | PTC - the PTC rules provide an income tax credit for each kWh of electricity produced from certain renewable energy sources, including geothermal, and sold to an unrelated person during a taxable year. The PTC was first introduced in 1992 and has since been revised a number of times. The PTC, which in 2021 was 2.5 cents per kWh, is adjusted annually for inflation and may be claimed for 10 years on the net electricity output sold to third parties after the project is first placed in service. The tax extender package signed into law in December 2020 provides that any qualifying project that starts construction by December 31, 2021 would be eligible for PTC. The qualifying project must ordinarily be placed in service within four years after the end of the year in which construction started or show continued construction to qualify for PTC. The PTC is not available for power produced from geothermal resources for projects that started construction on or after January 1, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | The ITC rules have been amended a number of times. A qualified new geothermal power plant in the United States that starts construction by the end of 2021 would be eligible to claim an ITC of 30% of the project eligible cost. New solar projects that were under construction by December 31, 2019 will qualify for a 30% ITC. The credit will phase down to 26% for solar PV projects starting construction by the end of 2022 and to 22% for solar PV projects starting construction in 2023. Projects that were under construction before these deadlines must be placed in service by December 31, 2025 to qualify for the ITC at these rates. Solar projects placed in service after December 31, 2025 will only qualify for a 10% ITC. Under current tax rules, any unused tax credit has a one-year carry back and a twenty-year carry forward. |
We are also permitted to depreciate most of the cost of a new geothermal power plant. In cases where we claim the one-time 30% (or 10%) ITC, our tax basis in the plant that is eligible for depreciation is reduced by one-half of the ITC amount. In cases where we claim the PTC, there is no reduction in the tax basis for depreciation. Projects that were placed in service in 2016 and 2017 were eligible for “bonus” depreciation of 50% of the cost of that equipment in the year the power plant was placed in service. Following the Tax Act, projects that were or will be placed in service after September 27, 2017, could qualify for a 100% bonus depreciation with respect to its qualifying assets. After applying any depreciation bonus that is available, we can depreciate the remainder of our tax basis in the plant, if any, mostly over five years on an accelerated basis, meaning that more of the cost may be deducted in the first few years than during the remainder of the depreciation period. We will continue to analyze this new provision under the Act and determine if an election is appropriate as it relates to our business needs.
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Ormat Systems received “Benefited Enterprise” status under Israel’s Law for Encouragement of Capital Investments, 1959 (the Investment Law), with respect to two of its investment programs through 2011. In January 2011, new legislation amending the Investment Law was enacted. Under the new legislation, a uniform rate of corporate tax will apply to all qualified income of certain industrial companies, as opposed to the previous law’s incentives that are limited to income from a “Benefited Enterprise” during their benefits period. As a result, we now pay a uniform corporate tax rate of 16% with respect to that qualified income. In January 2021, Ormat Systems received an approval from the Israeli Innovation Authority that it owns an "Innovation Promoting Enterprise" and therefore is eligible for a reduced corporate tax rate of 12% on its "Preferred Technological Income" for the tax years 2019 and 2020 (effective tax rate of approximately 13% for 2019 and 2020). The tax benefit of lower effective tax rate is reflected in the 2021 net income.