ORMAT TECHNOLOGIES, INC. (ORA) FY 2023 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
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.
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| • | 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. |
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| • | 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:
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| • | 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:
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| • | 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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| • | 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.
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| • | 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.