ORMAT TECHNOLOGIES, INC. (ORA) FY 2021 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
Overview of Fiscal Year 2021 Revenues
Recent Developments
The most significant recent developments for our company and business during 2021 and 2020 to date are described below.
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| • | The Puna power plant resumed operations in November 2020 and during 2021 operated at a level of 25 MW. We continue with drilling and workovers into 2022 to increase generation. In 2019, we reached an agreement with HELCO and signed a new PPA that is currently subject to PUC approval. The new PPA extends the current term until 2052 and increases the current contract capacity by 8 MW to 46MW. In addition, the new PPA has a fixed price with no escalation, regardless of changes to fossil fuel pricing, which impacts the majority of our current pricing under the existing PPA. The existing PPA remains in effect with its current terms until the earlier of a) PPA's expiration date at the end of 2027 and b) the new PPA will be in effect. |
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| • | In October 2021, we completed a $38.9 million tax equity partnership transaction for the Steamboat Hills geothermal power plant with additional future payments of approximately $5.3 million, whereby the Company will continue to operate and maintain the power plant and will receive substantially all of the attributable cash flow generated by the power plant. |
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| • | In September 2021, we announced the signing of an agreement to establish a joint venture company, PT Toka Tindung Geothermal (“TTG”) with PT Archi Indonesia Tbk, a pure-play gold mining companies in Indonesia. TTG is designed to explore the potential of geothermal energy prospects in the Bitung area of the North Sulawesi region, especially within the Toka Tindung gold mine concession area. Under the TTG shareholder agreement, subject to completion of certain conditions, Archi has the option to acquire 25% of the project while Ormat will hold the remaining shares. |
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| • | In August 2021, we announced that we had secured a contract to supply products for a 10 MW geothermal air-cooled Ormat energy Converter ("OEC") to Polaris Infrastructure Inc., a Toronto-based company engaged in the operation, acquisition and development of renewable energy projects in Latin America, for the San Jacinto facility in Telica, Leon, Republic of Nicaragua. |
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| • | In August 2021, we announced that we signed a Long-Term Resource Adequacy agreement with Pacific Gas and Electric Company (PG&E) for the 20MW/40MWh Pomona-2 facility that is currently under construction. The Pomona 2 project will be located adjacent to and will utilize existing infrastructure from the operating Pomona 1 facility. Under the 10-year agreement, the Pomona-2 facility will provide 10MW of Resource Adequacy to PG&E and will also participate in the energy and ancillary services markets run by the California Independent System Operator ("CAISO"). Leveraging our core EPC capabilities, we will undertake the EPC of this project and expect the project to begin commercial operation in the third quarter of 2022. |
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| • | In July 2021, we completed the acquisition of TG Geothermal Portfolio, LLC (a subsidiary of Terra-Gen, LLC). Ormat paid $171 million in cash (excluding working capital and assumed cash of approximately $10.8 million) for 100% of the equity interests in entities holding the below described assets and assumed debt and associated finance obligation with a fair value of approximately $258 million. The acquired entities own, among other things, two operating geothermal power plants in Nevada comprising the 56 MW Dixie Valley geothermal power plant, one of the largest geothermal power plants in Nevada, and the 11.5 MW Beowawe geothermal power plant, as well as the rights to Coyote Canyon, a greenfield development asset adjacent to Dixie Valley with high resource potential, and an underutilized transmission line, capable of handling between 300MW and 400MW of 230KV electricity, connecting Dixie Valley to California. |
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| • | In Kenya, a task force was appointed by the President to review and analyze PPAs entered into between various independent power producers and KPLC, including Ormat's long term PPA for the Olkaria complex. In September 2021 the task force recommended to the President that KPLC review its contracts and attempt renegotiation with Independent Power Producers to secure reductions in PPA tariffs within existing contractual arrangements. Ormat was approached by the task force following release of the report. |
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| • | In May 2021, we announced that we signed a 15-year PPA with the CPA, which is the fifth largest electricity provider in California and the single largest provider of 100% renewable energy to customers in the nation. Under terms of the agreement, effective January 1, 2022, CPA started to purchase 14 MW of clean, renewable energy from Ormat’s Heber South Geothermal facility located in Imperial Valley, CA. The PPA replaces the original PPA with SCPPA, which had a shorter remaining duration and was subject to an early termination option. This is Ormat’s first contract with CPA, creating the potential for additional agreements in the future as CPA pursues aggressive goals to provide renewable energy to southern California. |
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| • | In May 2021, we completed the expansion of our McGinness Hills Phase 3 geothermal power plant in Eastern Nevada. The expansion, completed in May, 2021, increases the power plant net capacity by 15 MW, bringing the entire McGinness Hills complex capacity to a total of 160 MW. The McGinness Hills Phase 3 power plant continues to sell its electricity under the current 25-year long term portfolio power purchase agreement with SCPPA. |
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| • | In April 2021, we announced the commercial operation of the 10 MW/40 MWh Vallecito Battery Energy Storage System ("Vallecito BESS"). The Vallecito BESS provides local resource adequacy to SCE under a 20-year energy storage resource adequacy agreement. In addition, the facility will provide ancillary services and energy optimization through participation in merchant markets run by the CAISO. |
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| • | In March 2021, our board of directors established a Special Committee of independent directors to investigate, among other things, certain claims made in a report published by a short seller regarding the Company’s compliance with anti-corruption laws. The Special Committee is working with outside legal counsel to investigate the claims made. All members of the Special Committee are “independent” in accordance with our Corporate Governance Guidelines, the NYSE listing standards and SEC rules applicable to board of directors in general. We are also providing information as requested by the SEC and DOJ related to the claims. |
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| • | Since the beginning of 2021 we released five energy storage systems for construction with a total of 139MW/399MWh, which are located in New Jersey, California, Texas and Ohio. We are targeting commercial operation of 89MW/124MWh in 2022 and the rest in 2023. |
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| • | In February 2021, extreme weather conditions in Texas resulted in a significant increase in demand for electricity on the one hand and a decrease in electricity supply in the region on the other hand. On February 15, 2021, the Electricity Reliability Council of Texas (“ERCOT”) issued an Energy Emergency Alert Level 3 ("EEA 3") prompting rotating outages in Texas. This ultimately led to a significant increase in the Responsive Reserve Service (“RRS”) market prices, where the Company operates its Rabbit Hill battery energy storage facility which provides ancillary services and energy optimization to the wholesale markets managed by ERCOT. Due to the electricity supply shortage, ERCOT restricted battery charging in the Rabbit Hill facility from February 16, 2021 to February 19, 2021, resulting in a limited ability of the Rabbit Hill storage facility to provide RRS. As a result, the Company incurred losses of approximately $9.1 million, net of associated revenues, from a hedge transaction in relation to its inability to provide RRS during that period. Starting February 19, 2021, the Rabbit Hill energy storage facility resumed operation at full capacity. In addition, the Company recorded a provision for approximately $3.0 million for receivables related to imbalance charges from the grid operator in respect of its demand response operation as it estimated it is probable it may be unable to collect such receivables. The provision for uncollectible receivables is included in "General and administrative expenses" in the condensed consolidated statements of operations and comprehensive income for the first quarter of 2021. The Company is currently in discussions with ERCOT with respect to some of the imbalance charges and revenue allocated to its Demand Response services and customers, the outcome of which may impact the final amount. |
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COVID-19 Update
The Company has implemented significant measures and continues to make efforts in order to meet government requirements and preserve the health and safety of its employees. The Company’s preventative measures against COVID-19, including, most recently, the spread of variant strains, including working remotely when needed and adopting separate shifts in its power plants, manufacturing facilities and other locations while working to continue operations at close to full capacity in all locations. Since the end of the second quarter of 2021, the Company has experienced an easing of government restrictions in a number of countries, including Israel, but uncertainty around the impact of COVID-19 continues. With respect to its employees, the Company has not laid-off or furloughed any employees due to COVID-19 and has continued to pay full salaries. We will continue to monitor developments affecting both our workforce and our customers, and we have taken, and will continue to take, health and safety measures that we determine are necessary in order to mitigate the impacts. To date, as a result of these business continuity measures, the Company has not experienced material disruptions in our operations due to COVID-19, but has nevertheless experienced the following impacts on our segment operations:
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| • | In our Electricity segment, almost all of our revenues in 2021 were generated under long term contracts and the majority of contracts have a fixed energy rate. As a result, despite logistical and other challenges, COVID-19 caused only limited impact on our Electricity segment. Nevertheless, growth in the Electricity segment was and continues to be adversely impacted by delays in receiving the required development and construction permits, as well as the implications of global and local restrictions on our ability to procure and transport raw materials and increases in the cost of raw materials and transportation. |
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| • | Our Product segment revenues are generated from sales of products and services pursuant to contracts, under which we have a right to payment for any product that was produced for the customer. Recognition of revenue under these contracts is impacted by delays in the progress of the third-party projects into which our products and services are incorporated. In 2021, COVID-19 outbreaks resulted in the extended shutdown of certain businesses in certain regions, delays in the supply and increases in the cost of raw materials and components that we purchased for our equipment manufacturing, and increases in the cost of marine transportation. The cost increases limited our ability to secure new purchase orders from potential customers and led to a reduction in our operating margins, which in turn negatively impacted our profitability. We had a product backlog of $53.5 million as of February 16, 2022, which includes revenue recognition for the period between January 1, 2022 and February 16, 2022, compared to $33.4 million as of February 25, 2021. |
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| • | Our Energy Storage segment generates revenues mainly from participating in the energy and ancillary services markets, run by regional transmission operators and independent system operators in the various markets where our assets operate. Therefore, the revenues these assets generate are directly impacted by the prevailing market prices for energy and/or ancillary services. Nevertheless, we have experienced and are experiencing supply chain difficulties, as well as an increase in the cost raw materials and batteries, which may impact our ability to complete the projects on time and increases overall project costs. |
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| • | In addition, we experience delays in the permitting for new projects in all segments that may result in contractual penalties and cause a delay in those projects. |
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Opportunities, Trends and Uncertainties
Different trends, factors and uncertainties may impact our operations and financial condition, including many that we do not or cannot foresee. However, we believe that our results of operations and financial condition for the foreseeable future will be primarily affected by the following trends, factors and uncertainties that are from time to time also subject to market cycles, in addition to those covered under “COVID-19 Update”:
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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 December 2020, Congress extended the end date to December 2022 for qualifying facilities being eligible for the ITC for geothermal as well as solar projects. The new U.S. presidential administration has taken immediate steps at the federal level which we believe signify support for climate solutions, including, but not limited to, rejoining the Paris Climate Accords and re-establishing a social price on carbon used in cost/benefit analysis for policy making. We expect this new administration, combined with a closely divided Congress, will usher in additional regulations supportive of the markets in which we invest. |
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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 Electricity segment, we expect intense domestic competition from the solar, hybrid solar and energy storage and wind power generation industries to intensify. While we believe the expected demand for renewable energy will be large enough to accommodate increased competition, any such increase in competition, including increasing amounts of renewable energy under contract and reduction in energy storage costs are contributing to a reduction in electricity prices. However, despite increased competition from the solar and wind power generation industries, we believe that firm and flexible, base-load electricity, such as geothermal-based energy, will continue to be an important source of renewable energy in areas with commercially viable geothermal resources. |
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| • | In the Product segment, we see new opportunities for business in New Zealand, the U.S., Asia Pacific and Central and South America. We have experienced increased competition from binary power plant equipment suppliers including the major steam turbine manufacturers. While we believe that we have a distinct competitive advantage based on our technology, accumulated experience and current worldwide share of installed binary generation capacity, an increase in competition may impact our ability to secure new purchase orders from potential customers. The increased competition may also lead to further reductions in the prices that we are able to charge for our binary equipment. |
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Revenues
Sources of Revenues
We generate our revenues from the sale of electricity from our geothermal and recovered energy-based power plants; the design, manufacture and sale of equipment for electricity generation; the construction, installation and engineering of power plant equipment; and the sale of energy storage services and electricity from our operating energy storage facilities .
Electricity Segment. Revenues attributable to our Electricity segment are derived from the sale of electricity from our power plants pursuant to long-term PPAs. While approximately 93.5% of our Electricity revenues for the year ended December 31, 2021 were derived from PPAs with fixed price components, we have variable price PPAs in California and Hawaii, which provide for payments based on the local utilities’ avoided cost. The avoided cost is the incremental cost that the power purchaser avoids by not having to generate such electrical energy itself or purchase it from others, as follows:
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| ● | The energy rates under the 12 MW Heber 2 power plant PPA in California change primarily based on fluctuations in natural gas prices. We used our right under the PPA and sent a termination notice to SCE. We are currently negotiating a new long-term PPA for the project following a request for bid we issued in 2021. |
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| ● | The prices paid for electricity pursuant to the 25 MW PPA for the Puna Complex in Hawaii change primarily as a result of variations in the price of oil as well as other commodities. In 2019, we signed a new PPA related to Puna with fixed prices, increased capacity and extended the term until 2052. The PPA is subject to PUC approval. |
Accordingly, our revenues from those power plants may fluctuate. Our Electricity segment revenues are also subject to seasonal variations, as more fully described in “Seasonality” below.
Our PPAs generally provide for energy payments alone, or energy and capacity payments. Generally, capacity payments are payments calculated based on the amount of time and capacity that our power plants are available to generate electricity. Some of our PPAs provide for bonus payments in the event that we are able to exceed certain capacity target levels and the potential forfeiture of payments if we fail to meet certain minimum capacity target levels. Energy payments, on the other hand, are payments calculated based on the amount of electrical energy delivered to the relevant power purchaser at a designated delivery point. Our more recent PPAs generally provide for energy payments alone with an obligation to compensate the off-taker for its incremental costs as a result of shortfalls in our supply.
Product Segment. Revenues attributable to our Product segment are based on the sale of equipment, engineering, procurement and construction contracts and the provision of various services to our customers. Product segment revenues fluctuate between periods, primarily based on our ability to receive customer orders, the status and timing of such orders, delivery of raw materials and the completion of manufacturing. Larger customer orders for our products are typically the result of our sales efforts, our participation in, and winning tenders or requests for proposals issued by potential customers in connection with projects they are developing and orders by returning customers. Such projects often take a significant amount of time to design and develop and are subject to various contingencies, such as the customer’s ability to raise the necessary financing for a project. Consequently, we are generally unable to predict the timing of such orders for our products and may not be able to replace existing orders that we have completed with new ones. As a result, revenues from our Product segment fluctuate (sometimes extensively) from period to period.
Energy Storage Segment. Revenues attributable to our Energy Storage segment are generated by several grid-connected BESS facilities that we own and operate from selling energy, capacity and/or ancillary services in merchant markets like PJM Interconnect, ISO New England, ERCOT and CAISO. The revenues fluctuate over time since a large portion of such revenues are generated in the merchant markets, where price volatility is inherent.
We are pursuing the development of additional grid-connected BESS projects in multiple regions, with expected revenues coming from providing energy, capacity and/or ancillary services on a merchant basis, and/or through bilateral contracts with load serving entities, investor owned utilities, publicly owned utilities and community choice aggregators. We may pursue financial instruments, where appropriate, to hedge some of the merchant risk.
Our management assesses the performance of our operating segments differently. In the case of our Electricity segment, when making decisions about potential acquisitions or the development of new projects, management typically focuses on the internal rate of return of the relevant investment, technical and geological matters and other business considerations. Management evaluates our operating power plants based on revenues, expenses, and EBITDA, and our projects that are under development based on costs attributable to each such project. Management evaluates the performance of our Product segment based on the timely delivery of our products, performance quality of our products, revenues and costs actually incurred to complete customer orders compared to the costs originally budgeted for such orders. We evaluate Energy Storage segment performance similar to the Electricity segment with respect to projects that we own and operate.
The following table sets forth a breakdown of our revenues for the years indicated:
| Revenues | % of Revenues for Period Indicated | |||||||||||||||||||||||
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| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |||||||||||||||||||
| Revenues: | (Dollars in thousands) | |||||||||||||||||||||||
| Electricity | $ | 585,771 | $ | 541,393 | $ | 540,333 | 88.3 | % | 76.8 | % | 72.4 | % | ||||||||||||
| Product | 46,920 | 148,125 | 191,009 | 7.1 | 21.0 | 25.6 | ||||||||||||||||||
| Energy Storage | 30,393 | 15,824 | 14,702 | 4.6 | 2.2 | 2.0 | ||||||||||||||||||
| Total revenues | $ | 663,084 | $ | 705,342 | $ | 746,044 | 100.0 | % | 100.0 | % | 100.0 | % |
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Geographic Breakdown of Results of Operations
The following table sets forth the geographic breakdown of the revenues attributable to our Electricity, Product and Energy Storage segments for the years indicated:
| Revenues | % of Revenues for Period Indicated | |||||||||||||||||||||||
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| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |||||||||||||||||||
| Electricity Segment: | (Dollars in thousands) | |||||||||||||||||||||||
| United States | $ | 404,303 | $ | 341,399 | $ | 333,797 | 69.0 | % | 63.1 | % | 61.8 | % | ||||||||||||
| International | 181,468 | 199,994 | 206,536 | 31.0 | 36.9 | 38.2 | ||||||||||||||||||
| Total | $ | 585,771 | $ | 541,393 | $ | 540,333 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
| Product Segment: | ||||||||||||||||||||||||
| United States | $ | 5,414 | $ | 5,800 | $ | 30,562 | 11.5 | % | 3.9 | % | 16.0 | % | ||||||||||||
| International | 41,506 | 142,325 | 160,447 | 88.5 | 96.1 | 84.0 | ||||||||||||||||||
| Total | $ | 46,920 | $ | 148,125 | $ | 191,009 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||
| Energy Storage Segment: | ||||||||||||||||||||||||
| United States | $ | 30,393 | $ | 15,824 | $ | 13,597 | 100.0 | % | 100.0 | % | 92.5 | % | ||||||||||||
| International | — | — | 1,105 | 0.0 | 0.0 | 7.5 | ||||||||||||||||||
| Total | $ | 30,393 | $ | 15,824 | $ | 14,702 | 100.0 | % | 100.0 | % | 100.0 | % |
In 2021, 2020 and 2019, 34%, 49% and 49% of our total revenues were derived from foreign locations, respectively, and our foreign operations had higher gross margins than our U.S. operations in each of those years. A substantial portion of international revenues came from Kenya and, to a lesser extent, from Honduras, Guadeloupe, Guatemala and other countries. Our operations in Kenya contributed disproportionately to gross profit and net income. The contribution to combined pre-tax income of our domestic and foreign operations within our Electricity segment and Product segment differ in a number of ways.
Electricity Segment. Our Electricity segment domestic revenues were approximately 69%, 63% and 62% of our total Electricity segment for the years ended December 31, 2021, 2020 and 2019, respectively. However, domestic operations have higher costs of revenues and expenses than our foreign operations. Our foreign power plants are located in lower-cost regions, like Kenya, Guatemala, Honduras and Guadeloupe, which favorably impact payroll, and maintenance expenses among other items. Our power plants in foreign locations are also newer than most of our domestic power plants and therefore tend to have lower maintenance costs and higher availability factors than our domestic power plants. Consequently, in 2021 and 2020 the international operations of the segment accounted for 45% and 51% of our total gross profits, 68% and 70% of our net income (assuming the majority of corporate operating expenses and financing are recorded under domestic jurisdiction) and 42% and 45% of our EBITDA, respectively.
Product Segment. Our Product segment foreign revenues were 88%, 96% and 84% of our total Product segment revenues for the years ended December 31, 2021, 2020 and 2019, respectively.
Energy Storage Segment. Our Energy Storage segment domestic revenues were 100.0% of our total Energy storage segment revenues for years ended December 31, 2021, 2020 and 2019, respectively.
Seasonality
Electricity generation from some of our geothermal power plants is subject to seasonal variations; in the winter, our power plants produce more energy primarily attributable to the lower ambient temperature, which has a favorable impact on the energy component of our Electricity segment revenues and the prices under many of our contracts are fixed throughout the year with no time-of-use impact. The prices paid for electricity under the PPAs for one of the Heber 2 power plant in the Heber Complex, the Mammoth Complex and the North Brawley power plant in California, the Raft River power plant in Idaho, the Neal Hot Springs power plant in Oregon and the recently acquired Dixie Valley power plant in Nevada, are higher in the months of June through September. The higher payments payable under these PPAs in the summer months partially offset the negative impact on our revenues from lower generation in the summer attributable to a higher ambient temperature. As a result, we expect the revenues and gross profit in the winter months to be higher than the revenues and gross profit in the summer months and in general we expect the first and fourth quarters to generate higher revenues than the second and third quarters.
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Breakdown of Cost of Revenues
Electricity Segment
The principal cost of revenues attributable to our operating power plants are operation and maintenance expenses comprised of salaries and related employee benefits, equipment expenses, costs of parts and chemicals, costs related to third-party services, lease expenses, royalties, startup and auxiliary electricity purchases, property taxes, insurance, depreciation and amortization and, for some of our projects, purchases of make-up water for use in our cooling towers. In our California power plants, our principal cost of revenues also includes transmission charges and scheduling charges. In some of our Nevada power plants we also incur transmission and wheeling charges. Some of these expenses, such as parts, third-party services and major maintenance, are not incurred on a regular basis. This results in fluctuations in our expenses and our results of operations for individual power plants from quarter to quarter. Payments made to government agencies and private entities on account of site leases where power plants are located are included in cost of revenues. Royalty payments, included in cost of revenues, are made as compensation for the right to use certain geothermal resources and are paid as a percentage of the revenues derived from the associated geothermal rights. Royalties constituted approximately 4.3% and 3.8% of Electricity segment revenues for the years ended December 31, 2021 and 2020, respectively.
Product Segment
The principal cost of revenues attributable to our Product segment are materials, salaries and related employee benefits, expenses related to subcontracting activities, and transportation expenses. Sales commissions to sales representatives are included in selling and marketing expenses. Some of the principal expenses attributable to our Product segment, such as a portion of the costs related to labor, utilities and other support services are fixed, while others, such as materials, construction, transportation and sales commissions, are variable and may fluctuate significantly, depending on market conditions. As a result, the cost of revenues attributable to our Product segment, expressed as a percentage of total revenues, fluctuates. Another reason for such fluctuation is that in responding to bids for our products, we price our products and services in relation to existing competition and other prevailing market conditions, which may vary substantially from order to order.
Energy Storage Segment
The principal cost of revenues attributable to our Energy Storage segment are direct costs of BESS that we own. Direct costs include the labor associated with operations and maintenance of owned BESS.
Critical Accounting Estimates and Assumptions
Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report. However, certain of our accounting policies are particularly important to an understanding of our financial position and results of operations. In applying these critical accounting estimates and assumptions, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. Such estimates are based on management’s historical experience, the terms of existing contracts, management’s observance of trends in the geothermal industry, information provided by our customers and information available to management from other outside sources, as appropriate. Such estimates are subject to an inherent degree of uncertainty and, as a result, actual results could differ from our estimates. Our critical accounting policies include:
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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 25 and 30 years. Such estimates are made by management based on factors such as prior operations, the terms of the underlying PPAs, geothermal resources, the location of the assets and specific power plant characteristics and designs. Changes in such estimates could result in useful lives which are either longer or shorter than the depreciable lives of such assets. We periodically re-evaluate the estimated useful life of our power plants and revise the remaining depreciable life on a prospective basis. |
We capitalize costs incurred in connection with the exploration and development of geothermal resources beginning when we acquire land rights to the potential geothermal resource. Prior to acquiring land rights, we make an initial assessment that an economically feasible geothermal reservoir is probable on that land using available data and external assessments vetted through our exploration department and occasionally outside service providers. Costs incurred prior to acquiring land rights are expensed. It normally takes two to three years from the time we start active exploration of a particular geothermal resource to the time we have an operating production well, assuming we conclude the resource is commercially viable.
In most cases, we obtain the right to conduct our geothermal development and operations on land owned by the BLM, various states or with private parties. Once we acquire land rights to the potential geothermal resource, we perform additional activities to assess the commercial viability of the resource. Such activities include, among others, conducting surveys and other analysis, obtaining drilling permits, creating access roads to drilling sites, and exploratory drilling which may include temperature gradient holes and/or slim holes. Such costs are capitalized and included in construction-in-process. Once our exploration activities are complete, we finalize our assessment as to the commercial viability of the geothermal resource and either proceed to the construction phase for a power plant or abandon the site. If we decide to abandon a site, all previously capitalized costs associated with the exploration project are written off.
Our assessment of economic viability of an exploration project involves significant management judgment and uncertainties as to whether a commercially viable resource exists at the time we acquire land rights and begin to capitalize such costs. As a result, it is possible that our initial assessment of a geothermal resource may be incorrect and we will have to write off costs associated with the project that were previously capitalized. Due to the uncertainties inherent in geothermal exploration, historical impairments may not be indicative of future impairments. Included in construction-in-process are costs related to projects in exploration and development of $50.7 million and $51.5 million at December 31, 2021 and 2020, respectively.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of. We evaluate long-lived assets, such as property, plant and equipment and construction-in-process for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors which could trigger an impairment include, among others, significant underperformance relative to historical or projected future operating results, significant changes in our use of assets or our overall business strategy, negative industry or economic trends, a determination that an exploration project will not support commercial operations, a determination that a suspended project is not likely to be completed, a significant increase in costs necessary to complete a project, legal factors relating to our business or when we conclude that it is more likely than not that an asset will be disposed of or sold. |
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We test our operating plants that are operated together as a complex for impairment at the complex level because the cash flows of such plants result from significant shared operating activities. For example, the operating power plants in a complex are managed under a combined operation management generally with one central control room that controls all of the power plants in a complex and one maintenance group that services all of the power plants in a complex. As a result, the cash flows from individual plants within a complex are not largely independent of the cash flows of other plants within the complex. We test for impairment of our operating plants which are not operated as a complex, as well as our projects under exploration, development or construction that are not part of an existing complex, at the plant or project level. To the extent an operating plant becomes part of a complex in the future, we will test for impairment at the complex level.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. The significant assumptions that we use in estimating our undiscounted future cash flows include (i) projected generating capacity of the power plant and rates to be received under the respective PPA and (ii) projected operating expenses of the relevant power plant. Estimates of future cash flows used to test recoverability of a long-lived asset under development also include cash flows associated with all future expenditures necessary to develop the asset. If future cash flows are actually less than those used in such estimates, we may incur impairment losses in the future that could be material to our financial condition and/or results of operations.
If our assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We believe that for the year ended December 31, 2021, no impairment exists for any of our long-lived assets; however, estimates as to the recoverability of such assets may change based on revised circumstances. Estimates of the fair value of assets require estimating useful lives and selecting a discount rate that reflects the risk inherent in future cash flows.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Goodwill. Goodwill represents the excess of the fair value of consideration transferred in the business combination transactions over the fair value of tangible and intangible assets acquired, net of the fair value of liabilities assumed and the fair value of any noncontrolling interest in the acquisitions. Goodwill is not amortized but rather subject to a periodic impairment testing on an annual basis, which the Company performs on December 31 of each year, or if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Additionally, an entity is permitted to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. An entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative goodwill impairment test. This would not preclude the entity from performing the qualitative assessment in any subsequent period. The quantitative assessment compares the fair value of the reporting unit to its carrying value, including goodwill. Under ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which was adopted by the Company in 2018, an entity should recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Obligations Associated with the Retirement of Long-Lived Assets. We record the fair market value of legal liabilities related to the retirement of our assets in the period in which such liabilities are incurred. These liabilities include our obligation to plug wells upon termination of our operating activities, the dismantling of our power plants upon cessation of our operations, and the performance of certain remedial measures related to the land on which such operations were conducted. When a new liability for an asset retirement obligation is recorded, we capitalize the costs of such liability by increasing the carrying amount of the related long-lived asset. Such liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. At retirement, we either settle the obligation for its recorded amount or report either a gain or a loss with respect thereto. Estimates of the costs associated with asset retirement obligations are based on factors such as prior operations, the location of the assets and specific power plant characteristics. We review and update our cost estimates periodically and adjust our asset retirement obligations in the period in which the revisions are determined. If actual results are not consistent with our assumptions used in estimating our asset retirement obligations, we may incur additional losses that could be material to our financial condition or results of operations. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | Accounting for Income Taxes. Significant estimates are required to arrive at our consolidated income tax provision. This process requires us to estimate our actual current tax exposure and to make an assessment of temporary differences resulting from different treatments of items for tax and accounting purposes. Such differences result in deferred tax assets and liabilities which are included in our consolidated balance sheets. For those jurisdictions where the projected operating results indicate that realization of our net deferred tax assets is not more likely than not, a valuation allowance is recorded. |
We evaluate our ability to utilize the deferred tax assets quarterly and assess the need for a valuation allowance. In assessing the need for a valuation allowance, we estimate future taxable income, including the impacts of the enacted tax law, the feasibility of ongoing tax planning strategies and the realizability of tax credits and tax loss carryforwards. Valuation allowances related to deferred tax assets can be affected by changes in tax laws, statutory tax rates, and future taxable income. We have recorded a partial valuation allowance related to our U.S. deferred tax assets. In the future, if there is sufficient evidence that we will be able to generate sufficient future taxable income in the United States, we may be required to reduce this valuation allowance, resulting in income tax benefits in our Consolidated Statement of Operations.
In the ordinary course of business, there can be inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, which is greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information, we recognize between 0 to 100% of the tax benefit. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, we do not recognize any tax benefit in the consolidated financial statements. Resolution of uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition or results of operations.
New Accounting Pronouncements
See Note 1 to our consolidated financial statements set forth in Item 8 of this Annual Report for information regarding new accounting pronouncements.
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Results of Operations
Our historical operating results in dollars and as a percentage of total revenues are presented below.
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| (Dollars in thousands, except earnings per share data) | ||||||||||||
| Revenues: | ||||||||||||
| Electricity | $ | 585,771 | $ | 541,393 | $ | 540,333 | ||||||
| Product | 46,920 | 148,125 | 191,009 | |||||||||
| Energy storage | 30,393 | 15,824 | 14,702 | |||||||||
| Total revenues | 663,084 | 705,342 | 746,044 | |||||||||
| Cost of revenues: | ||||||||||||
| Electricity | 337,019 | 300,059 | 312,835 | |||||||||
| Product | 41,374 | 114,948 | 145,974 | |||||||||
| Energy storage | 20,353 | 14,060 | 17,912 | |||||||||
| Total cost of revenues | 398,746 | 429,067 | 476,721 | |||||||||
| Gross profit (loss) | ||||||||||||
| Electricity | 248,752 | 241,334 | 227,498 | |||||||||
| Product | 5,546 | 33,177 | 45,035 | |||||||||
| Energy storage | 10,040 | 1,764 | (3,210 | ) | ||||||||
| Total gross profit | 264,338 | 276,275 | 269,323 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 4,129 | 5,395 | 4,647 | |||||||||
| Selling and marketing expenses | 15,199 | 17,384 | 15,047 | |||||||||
| General and administrative expenses | 75,901 | 60,226 | 55,833 | |||||||||
| Business interruption insurance income | (248 | ) | (20,743 | ) | — | |||||||
| Operating income | 169,357 | 214,013 | 193,796 | |||||||||
| Other income (expense): | ||||||||||||
| Interest income | 2,124 | 1,717 | 1515 | |||||||||
| Interest expense, net | (82,658 | ) | (77,953 | ) | (80,384 | ) | ||||||
| Derivatives and foreign currency transaction gains (losses) | (14,720 | ) | 3,802 | 624 | ||||||||
| Income attributable to sale of tax benefits | 29,582 | 25,720 | 20,872 | |||||||||
| Other non-operating income (expense), net | (134 | ) | 1,418 | 880 | ||||||||
| Income from operations before income tax and equity in earnings (losses) of investees | 103,551 | 168,717 | 137,303 | |||||||||
| Income tax provision | (24,850 | ) | (67,003 | ) | (45,613 | ) | ||||||
| Equity in earnings (losses) of investees, net | (2,624 | ) | 92 | 1,853 | ||||||||
| Net Income | 76,077 | 101,806 | 93,543 | |||||||||
| Net income attributable to noncontrolling interest | (13,985 | ) | (16,350 | ) | (5,448 | ) | ||||||
| Net income attributable to the Company's stockholders | $ | 62,092 | $ | 85,456 | $ | 88,095 | ||||||
| Earnings per share attributable to the Company's stockholders: | ||||||||||||
| Basic: | $ | 1.11 | $ | 1.66 | $ | 1.73 | ||||||
| Diluted: | $ | 1.10 | $ | 1.65 | $ | 1.72 | ||||||
| Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders: | ||||||||||||
| Basic | 56,004 | 51,567 | 50,867 | |||||||||
| Diluted | 56,402 | 51,937 | 51,227 |
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Results as a percentage of revenues
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| Revenues: | ||||||||||||
| Electricity | 88.3 | % | 76.8 | % | 72.4 | % | ||||||
| Product | 7.1 | 21.0 | 25.6 | |||||||||
| Energy storage | 4.6 | 2.2 | 2.0 | |||||||||
| Total revenues | 100.0 | 100.0 | 100.0 | |||||||||
| Cost of revenues: | ||||||||||||
| Electricity | 57.5 | 55.4 | 57.9 | |||||||||
| Product | 88.2 | 77.6 | 76.4 | |||||||||
| Energy storage | 67.0 | 88.9 | 121.8 | |||||||||
| Total cost of revenues | 60.1 | 60.8 | 63.9 | |||||||||
| Gross profit (loss) | ||||||||||||
| Electricity | 42.5 | 44.6 | 42.1 | |||||||||
| Product | 11.8 | 22.4 | 23.6 | |||||||||
| Energy storage | 33.0 | 11.1 | (21.8 | ) | ||||||||
| Total gross profit | 39.9 | 39.2 | 36.1 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 0.6 | 0.8 | 0.6 | |||||||||
| Selling and marketing expenses | 2.3 | 2.5 | 2.0 | |||||||||
| General and administrative expenses | 11.4 | 8.5 | 7.5 | |||||||||
| Business interruption insurance income | 0.0 | (2.9 | ) | 0.0 | ||||||||
| Operating income | 25.5 | 30.3 | 26.0 | |||||||||
| Other income (expense): | ||||||||||||
| Interest income | 0.3 | 0.2 | 0.2 | |||||||||
| Interest expense, net | (12.5 | ) | (11.1 | ) | (10.8 | ) | ||||||
| Derivatives and foreign currency transaction gains (losses) | (2.2 | ) | 0.5 | 0.1 | ||||||||
| Income attributable to sale of tax benefits | 4.5 | 3.6 | 2.8 | |||||||||
| Other non-operating income (expense), net | 0.0 | 0.2 | 0.1 | |||||||||
| Income from continuing operations before income tax and equity in earnings (losses) of investees | 15.6 | 23.9 | 18.4 | |||||||||
| Income tax provision | (3.7 | ) | (9.5 | ) | (6.1 | ) | ||||||
| Equity in earnings (losses) of investees, net | (0.4 | ) | — | 0.2 | ||||||||
| Net Income | 11.5 | 14.4 | 12.5 | |||||||||
| Net income attributable to noncontrolling interest | (2.1 | ) | (2.3 | ) | (0.7 | ) | ||||||
| Net income attributable to the Company's stockholders | 9.4 | % | 12.1 | % | 11.8 | % |
Comparison of the Year Ended December 31, 2021 and the Year Ended December 31, 2020
Total Revenues
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | Increase | (Decrease) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||||
| Electricity segment revenues | $ | 585.8 | $ | 541.4 | $ | 44.4 | 8.2 | % | ||||||||
| Product segment revenues | 46.9 | 148.1 | (101.2 | ) | (68.3 | ) | ||||||||||
| Energy Storage segment revenues | 30.4 | 15.8 | 14.6 | 92.1 | ||||||||||||
| Total Revenues | $ | 663.1 | $ | 705.3 | $ | (42.2 | ) | (6.0 | )% |
For the year ended December 31, 2021, our total revenues decreased by (6.0)% (from $705.3 million to $663.1 million) over the previous year driven by lower revenues in the Product segment.
Electricity Segment
Revenues attributable to our Electricity segment for the year ended December 31, 2021 were $585.8 million, compared to $541.4 million for the year ended December 31, 2020, representing a 8.2% increase. The increase in our Electricity segment revenues was mainly due to (i) the consolidation of the Dixie Valley and Beowawe power plants following the Terra-Gen acquisition in July 2021, with revenues of $23.2 million and $3.0 million, respectively; (ii) the enhancement of the Steamboat Hills power plant in June 2020; (iii) the resumption of operations of the Puna power plant to 25MW in the third quarter of 2021; and (iv) the expansion of the McGinness Hills complex in May 2021, partially offset by a decrease in revenues from the Olkaria complex due to lower resource performance that caused a capacity reduction, from Bouillante power plant due to temporary limitations in our ability to utilize the resource.
During the years ended December 31, 2021 and 2020, our consolidated power plants generated 6,529,140 MWh and 6,043,993 MWh, respectively, an increase of 8.0%. The average prices during the years ended December 31, 2021 and 2020 were $89.7 and $89.6 per MWh, respectively.
For the year ended December 31, 2021, our Electricity segment generated88.3% of our total revenues, compared to 76.8% in the previous year, while our Product segment generated 7.1% of our total revenues, compared to 21.0% in the previous year, and our Energy Storage segment generated 4.6% of our total revenues, compared to 2.2% in the previous year.
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Product Segment
Revenues attributable to our Product segment for the year ended December 31, 2021 were $46.9 million, compared to $148.1 million for the year ended December 31, 2020, representing a 68.3% decrease. The decrease in our Product segment revenues was mainly due to a slowdown in product sales as a result of COVID-19, projects in Turkey, New Zealand and Chile, which started in 2019, and provided $98.3 million in revenue recognized during the year ended December 31, 2020, compared to $10.1 million in the year ended December 31, 2021, and projects in Turkey, which started in 2020, and provided $23.6 million in revenue recognized during the year ended December 31, 2020, compared to zero in the year ended December 31, 2021, partially offset by projects which started in 2021 and provided $18.2 million.
Energy Storage Segment
Revenues attributable to our Energy Storage segment for the year ended December 31, 2021 were $30.4 million compared to $15.8 million for the year ended December 31, 2020, representing a 92.1% increase. The increase was mainly due to an increase of $7.6 million in revenues from the Rabbit Hill battery energy storage facility primarily as a result of the February power crisis in Texas, which resulted in a record high increase in demand for electricity on the one hand and a significant decrease in electricity supply in the region on the other hand. This led to a significant increase in the Responsive Reserve Service market price. In addition, we recorded $9.4 million of revenues from the Pomona energy storage asset that we acquired in July 2020 in the year ended December 31, 2021, compared to $4.8 million in the year ended December 31, 2020.
Total Cost of Revenues
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | Increase | (Decrease) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | ||||||||||||||||
| Electricity segment cost of revenues | $ | 337.0 | $ | 300.1 | $ | 37.0 | 12.3 | % | ||||||||
| Product segment cost of revenues | 41.4 | 114.9 | (73.6 | ) | (64.0 | ) | ||||||||||
| Energy Storage segment cost of revenues | 20.4 | 14.1 | 6.3 | 44.8 | ||||||||||||
| Total Cost of Revenues | $ | 398.8 | $ | 429.1 | $ | (30.3 | ) | (7.1 | )% |
Electricity Segment
Total cost of revenues attributable to our Electricity segment for the year ended December 31, 2021 was $337.0 million, compared to $300.1 million for the year ended December 31, 2020, representing a 12.3% increase. This increase was primarily attributable to: (i) the consolidation of the Dixie Valley and Beowawe power plants which were acquired on July 13, 2021 as part of the TG Geothermal Portfolio, LLC, acquisition, with cost of revenues of $13.6 million and $2.3 million, respectively; (ii) cost of revenues related to the enhancement of the Steamboat Hills power plant in June 2020 and (iii) the resumption of operations of the Puna power plant to 25MW in the third quarter of 2021, which was offset by business interruption insurance recovery of $15.5 million in the year ended December 31, 2021, compared to $7.8 million in the year ended December 31, 2020, as further discussed in Note 1 to the consolidated financial statements. As a percentage of total Electricity revenues, the total cost of revenues attributable to our Electricity segment for the year ended December 31, 2021 was 57.5%, compared to 55.4% for the year ended December 31, 2020. This increase was primarily attributable to the decrease in gross profit relating to higher operational costs in some of our power plants. The cost of revenues attributable to our international power plants was 20% of our Electricity segment cost of revenues for the year ended December 31, 2021.
Product Segment
Total cost of revenues attributable to our Product segment for the year ended December 31, 2021 was $41.4 million, compared to $114.9 million for the year ended December 31, 2020, representing a 64.0% decrease from the prior period. This decrease was primarily attributable to the decrease in Product segment revenues, as discussed above. As a percentage of total Product segment revenues, our total cost of revenues attributable to our Product segment for the year ended December 31, 2021 was 88.2%, compared to 77.6% for the year ended December 31, 2020.
Energy Storage Segment
Cost of revenues attributable to our Energy Storage segment for the year ended December 31, 2021 were $20.4 million as compared to $14.1 million in the year ended December 31, 2020. Cost of revenues attributable to our Energy Storage segment for the year ended December 31, 2021 includes $6.6 million from the acquisition of the Pomona energy storage asset that was acquired in July 2020, compared to $3.1 million in the year ended December 31, 2020. The Energy Storage segment includes cost of revenues related to the delivery of energy storage, demand response and energy management services.
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Research and Development Expenses
Research and development expenses for the year ended December 31, 2021 were $4.1 million, compared to $5.4 million for the year ended December 31, 2020, represent a 23.5% decrease. The decrease is mainly attributable to the timing of new development projects that took place during the year ended December 31, 2021 compared to the corresponding period in 2020.
Selling and Marketing Expenses
Selling and marketing expenses for the year ended December 31, 2021 were $15.2 million, compared to $17.4 million for the year ended December 31, 2020, representing 12.6% decrease. The decrease was mainly due to a decrease in sales commissions as a result of the decrease in Product segment revenues. Selling and marketing expenses constituted 2.3% of total revenues for the year ended December 31, 2021, compared to 2.5%, for the year ended December 31, 2020.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2021 were $75.9 million, compared to $60.2 million for the year ended December 31, 2020, representing 26.0% increase. The increase was primarily attributable to: (i) the provision for doubtful debts of $3.0 million relating to imbalance charges from the grid operator in respect of our demand response operation that we may be unable to collect due to the February power crisis in Texas; (ii) $5.6 million transaction costs including $4.7 million related to the TG Geothermal Portfolio, LLC, acquisition, on July 13, 2021; (iii) legal costs associated with the investigation by the Special Committee, and (iv) a gain of $1.3 million from the sale of concession in the year ended December 31, 2020. General and administrative expenses for the year ended December 31, 2021 constituted 11.4% of total revenues for such period, compared to 8.5%, for the year ended December 31, 2020.
Business Interruption Insurance Income
Business interruption insurance income for the year ended December 31, 2021 was $0.2 million compared to $20.7 million for the year ended December 31, 2020, representing a 98.8% decrease. Business interruption insurance income for the years ended December 31, 2021 and 2020 is attributable to business interruption recovery relating to the Puna power plant.
Interest Expense, Net
Interest expense, net, for the year ended December 31, 2021 was $82.7 million, compared to $78.0 million for the year ended December 31, 2020, representing a 6.0% increase from the prior period. This increase was primarily due to (i)$125.0 million of proceeds from Bank Hapoalim Loan received in July 2021; (ii) $50.0 million of proceeds from HSBC Bank Loan received in July 2021; (iii) $259 million related to Finance Lease liability related to the TG Geothermal Portfolio, LLC, acquisition, in July, 2021; (iv) $100.0 million of proceeds from Bank Discount Loan received in September 2021, and (v) a $2.9 million increase in interest related to sale of tax benefits, partially offset by a $4.2 million increase in interest capitalized to projects and lower interest expense as a result of principal payments of long term debt.
Derivatives and Foreign Currency Transaction Gains (Losses)
Derivatives and foreign currency transaction losses for the year ended December 31, 2021 were $14.7 million, compared to gains of $3.8 million for the year ended December 31, 2020. Derivatives and foreign currency transaction losses for the year ended December 31, 2021 includes mainly $14.5 million in losses relating to the hedge transaction associated with our Rabbit Hill battery energy storage facility, due to extreme weather conditions in the area of Georgetown, Texas in February 2021 as described above. Derivatives and foreign currency transaction gains for the year ended December 31, 2020 were attributable primarily to gains from foreign currency forward contracts which were not accounted for as hedge transactions.
Income Attributable to Sale of Tax Benefits
Income attributable to the sale of tax benefits for the year ended December 31, 2021 was $29.6 million, compared to $25.7 million for the year ended December 31, 2020. Tax equity is a form of financing used for renewable energy projects. This income primarily represents the value of PTCs and taxable income or loss generated by certain of our power plants allocated to investors under tax equity transactions. In 2021, we entered into the Steamboat Hills tax monetization transaction which contributed $1.1 million of income during the year.
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Other Non-Operating Income (Expense), Net
Other non-operating income, net for the year ended December 31, 2021 was $0.1 million, compared to $1.4 million for the year ended December 31, 2020. Other non-operating income for the year ended December 31, 2020 mainly includes income of $0.6 million for property damage recovery related to the Puna power plant.
Income from operations, before income taxes and equity in earnings of investees
Income from operations, before income taxes and equity in earnings of investees for the year ended December 31, 2021 was $103.6 million, compared to $168.7 million, as described above for the year ended December 31, 2020, representing a 38.6% decrease. This decrease was mainly driven by: (i) the decrease in product segment gross margin as a result from the decrease in product segment revenues; (ii) the business interruption insurance income of $20.7 million for the year ended December 31, 2020; and (iii) $14.5 million in losses relating to the hedge transaction,
Income Taxes
Income tax provision for the year ended December 31, 2021, was $24.9 million, a decrease of $42.2 million compared to an income tax provision of $67.0 million for the year ended December 31, 2020. Our effective tax rate for the year ended December 31, 2021 and 2020, was 24.0% and 39.7%, respectively. The effective rate differs from the federal statutory rate of 21% for the year ended December 31, 2021 due to the jurisdictional mix of earnings at differing tax rates from the federal statutory tax rate, movement in the valuation allowance; and generation of production tax credits. The decrease in the effective tax rate for the year ended December 31, 2021 as compared to the year ended December 31, 2020 is primarily driven by reduced GILTI income inclusion, benefit due to approved qualification as an "Innovation Promoting Enterprise" by the Israeli Innovation Authority, and additional releases in the Company's valuation allowance in the current year.
Equity in Earnings (losses) of investees, net
Equity in losses of investees, net in the year ended December 31, 2021, was $2.6 million, compared to equity in earnings of investees, net of $0.1 million in the year ended December 31, 2020. Equity in earnings (losses) of investees, net is mainly derived from our 12.75% share in the earnings or losses in Sarulla. Due to a combination of lower asset performance and a non-cash write-off of deferred tax assets, SOL, the project company, is currently evaluating the viability of a long term remediation plan to restore generation and change the project PPA's energy rates. We are following the remediation plans in Sarulla as well as the accounting impact and its implication on our financial statements on our investment in Sarulla.
Net Income attributable to the Company’s Stockholders
Net income attributable to the Company’s stockholders for the year ended December 31, 2021 was $62.1 million, compared to $85.5 million for the year ended December 31, 2020, which represents a decrease of $23.4 million. This decrease was attributable to the decrease of $25.7 million in net income which was affected by all the explanations above, partially offset by a decrease of $2.4 million in net income attributable to noncontrolling interest, mainly due to lower business interruption recovery of the Puna power plant in Hawaii, in the year ended December 31, 2021, compared to the year ended December 31, 2020.
Comparison of the year ended December 31, 2020 and the year ended December 31, 2019
A discussion of changes in our results of operations in 2020 compared to 2019 has been omitted from this Form10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 26, 2021, which is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Liquidity and Capital Resources
Our principal sources of liquidity have been derived from cash flows from operations, proceeds from third party debt such as borrowings under our credit facilities, private offerings and issuances of debt securities, equity offerings, project financing and tax monetization transactions, short term borrowing under our lines of credit, and proceeds from the sale of equity interests in one or more of our projects. We have utilized this cash to develop and construct power plants, fund our acquisitions, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.
Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans. However, the cost of obtaining financing for our project needs may increase significantly or such financing may be difficult to obtain.
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As of December 31, 2021, we had access to: (i) $239.3 million in cash and cash equivalents, of which $39.2 million was held by our foreign subsidiaries; (ii) $43.3 million of investment in debt securities; and (iii) $450.6 million of unused corporate borrowing capacity under existing lines of credit with different commercial banks.
As of December 31, 2021, $185.0 million in the aggregate was outstanding under credit agreements with several banks as detailed below under “Letters of Credits under the Credit Agreements”.
Our estimated capital needs for 2022 include approximately $515.0 million for capital expenditures on new projects under development or construction including storage projects, exploration activity and maintenance capital expenditures for our existing projects. In addition, we expect $386.3 million for long-term debt repayments.
Our capital expenditures primarily relate to the enhancement of our existing power plants and the construction of new power plants. We have budgeted approximately $640.0 million in capital expenditures for construction of new projects and enhancements to our existing power plants, of which we had invested $324.0 million as of December 31, 2021. We expect to invest approximately $230.0 million in 2022 and the remaining approximately $86.0 million on thereafter.
In addition, we estimate approximately $285.0 million in additional capital expenditures in 2022 to be allocated as follows: (i) approximately $145.0 million for the exploration, drilling and development of new projects and enhancements of existing power plants that are not yet released for full construction; (ii) approximately $42.0 million for maintenance of capital expenditures to our operating power plants; (iii) approximately $90.0 million for the construction and development of storage projects; and (iv) approximately $8.0 million for enhancements to our production facilities.
We expect to finance these requirements with: (i) the sources of liquidity described above; (ii) positive cash flows from our operations; and (iii) future project financings and re-financings (including construction loans and tax equity). Management believes that, based on the current stage of implementation of our strategic plan, the sources of liquidity and capital resources described above will address our anticipated liquidity, capital expenditures, and other investment requirements.
Letters of Credits under the Credit Agreements
Some of our customers require our project subsidiaries to post letters of credit in order to guarantee their respective performance under relevant contracts. We are also required to post letters of credit to secure our obligations under various leases and licenses and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. In addition, our subsidiary, Ormat Systems, is required from time to time to post performance letters of credit in favor of our customers with respect to orders of products.
| Credit Agreements | Issued Amount | Issued and Outstanding as of | Termination Date | ||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | |||||||||
| (Dollars in millions) | |||||||||
| Committed lines for credit and letters of credit | $ | 468.0 | $ | 77.9 | March 2022-Nov 2023 | ||||
| Committed lines for letters of credit | 155.0 | 94.5 | April 2022-August 2023 | ||||||
| Non-committed lines | - | 12.6 | October 2022-December 2022 | ||||||
| Total | $ | 623.0 | $ | 185.0 |
Restrictive covenants
Our obligations under the credit agreements, the loan agreements, and the trust instrument governing the bonds described above, are unsecured, but we are subject to a negative pledge in favor of the banks and the other lenders and certain other restrictive covenants. These include, among other things, a prohibition on: (i) creating any floating charge or any permanent pledge, charge or lien over our assets without obtaining the prior written approval of the lender; (ii) guaranteeing the liabilities of any third party without obtaining the prior written approval of the lender; and (iii) selling, assigning, transferring, conveying or disposing of all or substantially all of our assets, or a change of control in our ownership structure. Some of the credit agreements, the term loan agreements, and the trust instrument contain cross-default provisions with respect to other material indebtedness owed by us to any third party. In some cases, we have agreed to maintain certain financial ratios, which are measured quarterly, such as: (i) equity of at least $750 million and in no event less than 25% of total assets; (ii) 12-month debt, net of cash, cash equivalents, and short-term bank deposits to Adjusted EBITDA ratio not to exceed 6.0; and (iii) dividend distributions not to exceed 50% of net income in any calendar year. As of December 31, 2021: (i) total equity was $1,998.5 million and the actual equity to total assets ratio was 45.2%; and (ii) the 12-month debt, net of cash and cash equivalents to Adjusted EBITDA ratio was 4.02. During the year ended December 31, 2021, we distributed interim dividends in an aggregate amount of $27.0 million. The failure to perform or observe any of the covenants set forth in such agreements, subject to various cure periods, would result in the occurrence of an event of default and would enable the lenders to accelerate all amounts due under each such agreement.
As described above, we are currently in compliance with our covenants with respect to the credit agreements, the loan agreements (except as described below) and the trust instrument, and believe that the restrictive covenants, financial ratios and other terms of any of our full-recourse bank credit agreements will not materially impact our business plan or operations.
As of December 31, 2021, as a result of the overdue debt outstanding of ENEE as further described under Note 1 to the consolidated financial statements, Platanares is restricted from making certain equity distributions. Additionally, as of December 31, 2021, we did not meet the covenants related to the DAC 1 Senior Secured Notes and Prudential Capital Group – Nevada non-recourse loan which resulted in certain equity distribution restrictions from the related subsidiaries.
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Credit Agreements
Credit Agreement with MUFG Union Bank
Ormat Nevada has a credit agreement with MUFG Union Bank under which it has an aggregate available credit of up to $60.0 million as of December 31, 2021.The credit termination date is June 30, 2022.
The facility is limited to the issuance, extension, modification or amendment of letters of credit. Union Bank is currently the sole lender and issuing bank under the credit agreement, but is also designated as an administrative agent on behalf of banks that may, from time to time in the future, join the credit agreement as lenders. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured.There are various restrictive covenants under the credit agreement, which include a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0.As of December 31,2021: (i) the actual 12-month debt to EBITDA ratio was 2.4; (ii) the 12-month DSCR was 4.8; and (iii) the distribution leverage ratio was 0.66. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of Union Bank. As of December 31, 2021, letters of credit in the aggregate amount of $59.1 million were issued and outstanding under this credit agreement.
Credit Agreement with HSBC Bank USA N.A.
Ormat Nevada has a credit agreement with HSBC Bank USA, N.A for one year with annual renewals. The current expiration date of the facility under this credit agreement is October 31, 2022. On December 31, 2021, the aggregate amount available under the credit agreement was $ million. This credit line is limited to the issuance, extension, modification or amendment of letters of credit. In addition, Ormat Nevada has an uncommitted discretionary demand line of credit in the aggregate amount of $35.0 million available for letters of credit including up to $20 million of credit. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured.
There are various restrictive covenants under the credit agreement, including a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0. As of December 31, 2021: (i) the actual 12-month debt to EBITDA ratio was 2.4; (ii) the 12-month DSCR was 4.8; and (iii) the distribution leverage ratio was 0.66. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of HSBC.
As of December 31, 2021, letters of credit in the aggregate amount of $35.0 million were issued and outstanding under the committed portion of this credit agreement and $2.5 million under the uncommitted portion of the agreement.
Future minimum payments
Future minimum payments under long-term obligations as of December 31, 2021, are detailed under the caption Contractual Obligations and Commercial Commitments, below.
Third-Party Debt
Our third-party debt consists of (i) non-recourse and limited-recourse project finance debt or acquisition financing that we or our subsidiaries have obtained for the purpose of developing and constructing, refinancing or acquiring our various projects and (ii) full-recourse debt incurred by us or our subsidiaries for general corporate purposes.
Non-recourse debt or lease financing refers to debt or lease arrangements involving debt repayments or lease payments that are made solely from the power plant’s revenues (rather than our revenues or revenues of any other power plant) and generally are secured by the power plant’s physical assets, major contracts and agreements, cash accounts and, in many cases, our ownership interest in our affiliate that owns that power plant. These forms of financing are referred to as “project financing”.
In the event of a foreclosure after a default, our affiliate that owns the power plant would only retain an interest in the power plant assets, if any, remaining after all debts and obligations have been paid in full. In addition, incurrence of debt by a power plant may reduce the liquidity of our equity interest in that power plant because the equity interest is typically subject both to a pledge in favor of the power plant’s lenders securing the power plant’s debt and to transfer and change of control restrictions set forth in the relevant financing agreements.
Limited recourse debt refers to project financing as described above with the addition of our agreement to undertake limited financial support for our affiliate that owns the power plant in the form of certain limited obligations and contingent liabilities. These obligations and contingent liabilities may take the form of guarantees of certain specified obligations, indemnities, capital infusions and agreements to pay certain debt service deficiencies. Creditors of a project financing of a particular power plant may have direct recourse to us to the extent of these limited recourse obligations.
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Non-Recourse and Limited-Recourse Third-Party Debt
| Loan | Line of Credit | Amount Outstanding as of | Interest Rate | Maturity Date | Related Projects | Location | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | ||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||
| OFC 2 Senior Secured Notes – Series A | $ | 151.7 | $ | 79.6 | 4.69% | 2032 | McGinness Hills phase 1 and Tuscarora | United States | ||||||||||
| OFC 2 Senior Secured Notes – Series B | 140.0 | 93.8 | 4.61% | 2032 | McGinness Hills phase 2 | United States | ||||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 1 | 85.0 | 42.5 | 6.34% | 2030 | Olkaria III Complex | Kenya | ||||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 2 | 180.0 | 90.0 | 6.29% | 2030 | Olkaria III Complex | Kenya | ||||||||||||
| Olkaria III Financing Agreement with DFC – Tranche 3 | 45.0 | 24.2 | 6.12% | 2030 | Olkaria III Complex | Kenya | ||||||||||||
| Amatitlan Financing (1) | 42.0 | 19.3 | LIBOR+4.35% | 2027 | Amatitlan | Guatemala | ||||||||||||
| Don A. Campbell Senior Secured Notes | 92.5 | 67.9 | 4.03% | 2033 | Don A. Campbell Complex | United States | ||||||||||||
| Prudential Capital Group Idaho Loan (2) | 20.0 | 16.8 | 5.8% | 2023 | Neal Hot Springs and Raft River | United States | ||||||||||||
| U.S. Department of Energy loan (3) | 96.8 | 39.0 | 2.61% | 2035 | Neal Hot Springs | United States | ||||||||||||
| Prudential Capital Group Nevada Loan | 30.7 | 25.1 | 6.75% | 2037 | San Emidio | United States | ||||||||||||
| Platanares Loan with DFC | 114.7 | 88.1 | 7.02% | 2032 | Platanares | Honduras | ||||||||||||
| Viridity - Plumstriker | 23.5 | 14.7 | LIBOR+3.5% | 2026 | Plumsted Striker | United States | ||||||||||||
| Geothermie Bouillante (4) | 8.9 | 5.9 | 1.52% | 2026 | Geothermie Bouillante | Guadeloupe | ||||||||||||
| Geothermie Bouillante (4) | 8.9 | 7.7 | 1.93% | 2026 | Geothermie Bouillante | Guadeloupe | ||||||||||||
| Total | $ | 1,039.7 | $ | 614.6 |
(1) LIBOR Rate cannot be lower than 1.25%. Margin of 4.35% as long as the Company’s guaranty of the loan is outstanding (current situation) or 4.75% otherwise. As of December 31, 2021, interest rate is 5.6%.
(2) Secured by equity interest.
(3) Secured by the assets.
(4) Loan in Euros and issued amount is EUR 8.0 million
Full-Recourse Third-Party Debt
| Loan | Amount Issued | Amount Outstanding as of | Interest Rate | Maturity Date | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | |||||||||||||
| (Dollars in millions) | |||||||||||||
| Hapoalim Loan | $ | 125.0 | $ | 116.1 | 3.45% | June 2028 | |||||||
| HSBC Loan | 50.0 | 50.0 | 3.45% | July 2028 | |||||||||
| Discount Loan | 100.0 | 100.0 | 2.90% | September 2029 | |||||||||
| Senior Unsecured Bonds Series 3 | 218.0 | 218.0 | 4.45% | September 2022 | |||||||||
| Senior Unsecured Bonds Series 4 (1) | 289.8 | 321.5 | 3.35% | June 2031 | |||||||||
| Senior Unsecured Loan 1 | 100.0 | 95.8 | 4.80% | March 2029 | |||||||||
| Senior Unsecured Loan 2 | 50.0 | 47.9 | 4.60% | March 2029 | |||||||||
| Senior Unsecured Loan 3 | 50.0 | 47.9 | 5.44% | March 2029 | |||||||||
| DEG Loan 2 | 50.0 | 32.5 | 6.28% | June 2028 | |||||||||
| DEG Loan 3 | 41.5 | 28.4 | 6.04% | June 2028 | |||||||||
| Total | $ | 1,074.3 | $ | 1,058.1 |
(1) Bonds issued in total aggregate principal amount of NIS 1.0 billion.
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Financing Liability
| Amount Outstanding as of | Annual | Maturity | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Loan | December 31, 2021 | Interest Rate | Date (1) | ||||||
| (Dollar in millions) | |||||||||
| Financing Liability - Dixie Valley | $ | 252.9 | 2.55 | % | March 2033 |
(1) final maturity date of the financing liability is assuming execution of the buy-out option in September 2024.
For additional description of our long term debt, see Note 12, Long-term Debt, Credit Agreements and Financial Liability to our consolidated financial statements, set forth in Item 8 of this Annual Report.
Liquidity Impact of Uncertain Tax Positions
As discussed in Note 17 - Income Taxes, to our consolidated financial statements set forth in Item 8 of this Annual Report, we have a liability associated with unrecognized tax benefits and related interest and penalties in the amount of approximately $5.7 million as of December 31, 2021. This liability is included in long-term liabilities in our consolidated balance sheet, because we generally do not anticipate that settlement of the liability will require payment of cash within the next 12 months. We are not able to reasonably estimate when we will make any cash payments required to settle this liability.
Dividends
We have adopted a dividend policy pursuant to which we currently expect to distribute at least 20% of our annual profits available for distribution by way of quarterly dividends. In determining whether there are profits available for distribution, our Board will take into account our business plan and current and expected obligations, and no distribution will be made that in the judgment of our Board would prevent us from meeting such business plan or obligations.
The following are the dividends declared by us during the past two years, as of December 31, 2021:
| Date Declared | Dividend Amount per Share | Record Date | Payment Date | |||
|---|---|---|---|---|---|---|
| November 6, 2019 | $ | 0.11 | November 20, 2019 | December 4, 2019 | ||
| February 25, 2020 | $ | 0.11 | March 12, 2020 | March 26, 2020 | ||
| May 8, 2020 | $ | 0.11 | May 21, 2020 | June 2, 2020 | ||
| August 4, 2020 | $ | 0.11 | August 18, 2020 | September 1, 2020 | ||
| November 4, 2020 | $ | 0.11 | November 18, 2020 | December 2, 2020 | ||
| February 24, 2021 | $ | 0.12 | March 11, 2021 | March 29, 2021 | ||
| May 5, 2021 | $ | 0.12 | May 18, 2021 | June 1, 2021 | ||
| August 4, 2021 | $ | 0.12 | August 18, 2021 | September 1, 2021 | ||
| November 3, 2021 | $ | 0.12 | November 17, 2021 | December 3, 2021 |
Historical Cash Flows
The following table sets forth the components of our cash flows for the relevant periods indicated:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Net cash provided by operating activities | $ | 258,822 | $ | 265,005 | $ | 236,493 | ||||||
| Net cash used in investing activities | (638,193 | ) | (385,969 | ) | (254,538 | ) | ||||||
| Net cash provided by (used in) financing activities | 186,385 | 503,478 | (5,765 | ) | ||||||||
| Translation adjustments on cash and cash equivalents | (348 | ) | 1,154 | (575 | ) | |||||||
| Net change in cash and cash equivalents and restricted cash and cash equivalents | $ | (193,334 | ) | $ | 383,668 | $ | (24,385 | ) |
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For the Year Ended December 31, 2021
Net cash provided by operating activities for the year ended December 31, 2021 was $258.8 million, compared to $265.0 million for the year ended December 31, 2020. The net decrease of $6.2 million resulted primarily from (i) a decrease in costs and estimated earnings in excess of billing on uncompleted contracts, net of $12.9 million in the year ended December 31, 2021, compared to $22.2 million in the year ended December 31, 2020, as a result of timing of billing to our customers; (ii) a decrease in accounts payable and accrued expenses of $21.9 million in the year ended December 31, 2021, compared to $5.4 million in the year ended December 31, 2020, mainly due to timing of payments to our supplier; (iii) an increase in prepaid expenses and other of $19.1 million in the year ended December 31, 2021, compared to $2.7 million in the year ended December 31, 2020, mainly due to tax prepayments of OSL. The decrease was partially offset by a decrease of $26.7 million in receivables in the year ended December 31, 2021 compared to $3.5 million in the year ended December 31, 2020 because of timing of collections from our customers.
Net cash used in investing activities for the year ended December 31, 2021 was $638.2 million, compared to $386.0 million for the year ended December 31, 2020. The principal factors that affected the increase in our net cash used in investing activities during the year ended December 31, 2021 were: (i) capital expenditures of $419.3 million, compared to $320.7 million during the year ended December 31, 2020, primarily for our facilities under construction that support our growth plan; (ii) cash paid for the purchase transaction of Terra-Gen for a total consideration of $171.0 million, net compared to $43.4 million related to the purchase of the Pomona energy storage asset in California; (iii) purchases of marketable securities of $60.1 million in 2021 compared to none in 2020; and (iv) an investment in an unconsolidated company of $6.4 million in 2021 compared to $21.0 million in 2020, partially offset by maturity of marketable securities of $16.3 million.
Net cash provided by financing activities for the year ended December 31, 2021 was $186.4 million, compared to $503.5 million provided by financing activities for the year ended December 31, 2020. The principal factors that affected the decrease in net cash provided by financing activities were: (i) $275.0 million proceeds from long term loans from banks in 2021 compared to $419.3 million during 2020 and (ii) $339.5 million proceeds from issuance of common stock, net in 2020 compared to none in 2021, partially offset by: (i) the repayment of long-term debt in the amount of $93.0 million in 2021 compared to $135.4 million in 2020; (ii) repayments of commercial paper and revolving credit lines with banks of $50.0 million and $40.6 million, respectively, in 2020 compared to none in 2021; (iii) $37.1 million of proceeds from the sale of limited liability company interest, net of transaction costs in 2021 compared to none in 2020.
For the Year Ended December 31, 2020
A discussion of changes in our cash flows in 2020 compared to 2019 has been omitted from this Form10-K, but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 26, 2021, which is available free of charge on the SECs website at www.sec.gov and at www.Ormat.com, by clicking “Investors” located at the top of the home page.
Total EBITDA and Adjusted EBITDA
We calculate EBITDA as net income before interest, taxes, depreciation and amortization. We calculate Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, adjusted for (i) mark-to-market gains or losses from accounting for derivatives, (ii) stock-based compensation, (iii) merger and acquisition transaction costs, (iv) gain or loss from extinguishment of liabilities, (v) cost related to a settlement agreement, and (vi) other unusual or non-recurring items. We adjust for these factors as they may be non-cash, unusual in nature and/or are not factors used by management for evaluating operating performance. We believe that presentation of these measures will enhance an investor’s ability to evaluate its financial and operating performance. EBITDA and Adjusted EBITDA are not measurements of financial performance or liquidity under accounting principles generally accepted in the United States, or U.S. GAAP, and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net earnings as indicators of our operating performance or any other measures of performance derived in accordance with U.S. GAAP. Our Board of Directors and senior management use EBITDA and Adjusted EBITDA to evaluate our financial performance. However, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do.
This information should not be considered in isolation from, or as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP or other non-GAAP financial measures.
Net income for the year ended December 31, 2021 was $76.1 million, compared to $101.8 million for the year ended December 31, 2020 and $93.5 million for the year ended December 31, 2019.
Adjusted EBITDA for the year ended December 31, 2021 was $401.4 million, compared to $420.2 million for the year ended December 31, 2020 and $384.3 million for the year ended December 31, 2019.
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The following table reconciles net income to EBITDA and adjusted EBITDA for the years ended December 31, 2021, 2020 and 2019:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Net income | $ | 76,077 | $ | 101,806 | $ | 93,543 | ||||||
| Adjusted for: | ||||||||||||
| Interest expense, net (including amortization of deferred financing costs) | 80,534 | 76,236 | 78,869 | |||||||||
| Income tax provision (benefit) | 24,850 | 67,003 | 45,613 | |||||||||
| Adjustment to investment in an unconsolidated company: our proportionate share in interest expense, tax and depreciation and amortization in Sarulla complex | 14,680 | 11,549 | 13,089 | |||||||||
| Depreciation and amortization | 177,930 | 151,371 | 143,242 | |||||||||
| EBITDA | 374,071 | 407,965 | 374,356 | |||||||||
| Mark-to-market on derivative instruments | 741 | (1,192 | ) | (1,402 | ) | |||||||
| Stock-based compensation | 9,168 | 9,830 | 9,358 | |||||||||
| Reversal of a contingent liability | (418 | ) | — | — | ||||||||
| Allowance for bad debts related to February power crisis in Texas | 2,980 | — | — | |||||||||
| Hedge losses resulting from February power crisis in Texas | 9,133 | — | — | |||||||||
| Loss from extinguishment of liability | — | — | 468 | |||||||||
| Merger and acquisition transaction costs | 5,635 | 2,279 | 1,483 | |||||||||
| Legal settlement expenses | — | 1,277 | — | |||||||||
| Tender-related deposits write-off | 134 | — | — | |||||||||
| Adjusted EBITDA | $ | 401,444 | $ | 420,159 | $ | 384,263 |
• Adjusted EBITDA for the fiscal year 2021 decreased 4.5% compared to fiscal 2020, due primarily to a $27.6 million reduction in gross profit of the Product segment, offset partially by improved performance of the Electricity and Energy Storage segments.
EBITDA and Adjusted EBITDA include our proportionate share (12.75%) of Sarulla's EBITDA and Adjusted EBITDA, respectively.
On May 2014, the Sarulla consortium (“SOL”) closed $1,170 million in financing. As of December 31, 2021, the credit facility has an outstanding balance of $939.9 million. Our proportionate share in the SOL credit facility is $119.8 million. Additionally, in March and September 2021, Sarulla failed to meet its debt service coverage ratio under the credit facility agreement due to lower performance of the power plants. The Sarulla power plant complex has been experiencing a reduction in generation primarily due to wellfield issues at one of its power plants, as well as equipment failures which resulted in a decrease in profitability. To address these issues, the project management developed a Long-Term Recovery Plan ("LTRP") that includes drilling of additional wells and various equipment modifications. The LTRP is expected to be implemented starting in 2022, pending approval by the lenders. Additional initiatives are also undergoing in an effort to strengthen the Sarulla project's financial position, including potential tariff changes. We are following the remediation plans in Sarulla as well as the potential accounting impact on our consolidated financial statements in respect with our equity investment in Sarulla. As of December 31, 2021, the carrying value of our equity investment in SOL is $69.0 million.
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Exposure to Market Risks
We, like other power plant operators, are exposed to electricity price volatility risk. Our exposure to such market risk is currently limited because the majority of our long-term PPAs have fixed or escalating rate provisions that limit our exposure to changes in electricity prices. Our energy storage projects sell primarily on a "merchant" basis and are exposed to changes in the electricity market prices.
The energy payments under the PPAs of the Heber 2 power plant in the Heber Complex are determined by reference to the relevant power purchaser’s SRAC. A decline in the price of natural gas will result in a decrease in the incremental cost that the power purchaser avoids by not generating its electrical energy needs from natural gas, or by reducing the price of purchasing its electrical energy needs from natural gas power plants, which in turn will reduce the energy payments that we may charge under the relevant PPA for these power plants. The Puna Complex is currently benefiting from energy prices which are higher than the floor under the 25 MW PPA for the Puna Complex.
As of December 31, 2021, 98.0% of our consolidated long-term debt was fixed rate debt and therefore was not subject to interest rate volatility risk and 2.0% of our long-term debt was floating rate debt, exposing us to interest rate risk in connection therewith. As of December 31, 2021, $34.0 million of our long-term debt remained subject to interest rate risk.
Our cash equivalents are subject to interest rate risk. We currently maintain our surplus cash in short-term, interest-bearing bank deposits, money market funds, corporate bonds and debt securities available for sale (with a minimum investment grade rating of A+ by Standard & Poor’s Ratings Services).
We are also exposed to foreign currency exchange risk, in particular the fluctuation of the U.S. dollar versus the NIS in Israel and the Euro. Risks attributable to fluctuations in currency exchange rates can arise when we or any of our foreign subsidiaries borrow funds or incur operating or other expenses in one type of currency but receive revenues in another. In such cases, an adverse change in exchange rates can reduce such subsidiary’s ability to meet its debt service obligations, reduce the amount of cash and income we receive from such foreign subsidiary, or increase such subsidiary’s overall expenses. In Kenya, the tax asset is recorded in KES similar to the tax liability, however any change in the exchange rate in the KES versus the USD has an impact on our financial results. Risks attributable to fluctuations in foreign currency exchange rates can also arise when the currency denomination of a particular contract is not the U.S. dollar. Substantially all of our PPAs in the international markets are either U.S. dollar-denominated or linked to the U.S. dollar except for our operations on Guadeloupe, where we own and operate the Bouillante power plant which sells its power under a Euro-denominated PPA with Électricité de France S.A. Our construction contracts from time to time contemplate costs which are incurred in local currencies. The way we often mitigate such risk is to receive part of the proceeds from the contract in the currency in which the expenses are incurred. Currently, we have forward and cross-currency swap contracts in place to reduce our NIS/USD currency exposure and expect to continue to use currency exchange and other derivative instruments to the extent we deem such instruments to be the appropriate tool for managing such exposure.
On July 1, 2020, we concluded an auction tender and accepted subscriptions for senior unsecured bonds comprised of NIS 1.0 billion aggregate principal amount (the “Senior Unsecured Bonds - Series 4”). The Senior Unsecured Bonds - Series 4 were issued in New Israeli Shekels and converted to approximately $290 million using a cross-currency swap transaction shortly after the completion of such issuance. We performed a sensitivity analysis on the fair values of our long-term debt obligations, and foreign currency exchange forward contracts. The foreign currency exchange forward contracts listed below principally relate to trading activities. The sensitivity analysis involved increasing and decreasing forward rates at December 31, 2021 and 2020 by a hypothetical 10% and calculating the resulting change in the fair values.
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At this time, the development of our strategic plan has not exposed us to any additional market risk. However, as the implementation of the plan progresses, we may be exposed to additional or different market risks.
The results of the sensitivity analysis calculations as of December 31, 2021 and 2020 are presented below:
| Assuming a 10% Increase in Rates | Assuming a 10% Decrease in Rates | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, | As of December 31, | ||||||||||||||||
| Risk | 2021 | 2020 | 2021 | 2020 | Change in the Fair Value of | ||||||||||||
| (In thousands) | |||||||||||||||||
| Foreign Currency | $ | (2,719 | ) | $ | (1,996 | ) | $ | 3,324 | $ | 2,439 | Foreign Currency Forward Contracts | ||||||
| Interest Rate | $ | (1,131 | ) | $ | — | $ | 1,148 | $ | — | Hapoalim Loan | |||||||
| Interest Rate | $ | (557 | ) | $ | — | $ | 566 | $ | — | HSBC Loan | |||||||
| Interest Rate | $ | (1,119 | ) | $ | — | $ | 1,131 | $ | — | Discount Loan | |||||||
| Interest Rate | $ | (3,394 | ) | $ | — | $ | 3,465 | $ | — | Financing Liability | |||||||
| Interest Rate | $ | (3,069 | ) | $ | (3,025 | ) | $ | 3,146 | $ | 3,090 | OFC 2 Senior Secured Notes | ||||||
| Interest Rate | $ | (2,946 | ) | $ | (3,193 | ) | $ | 3,025 | $ | 3,273 | DFC Loan | ||||||
| Interest Rate | $ | (226 | ) | $ | (311 | ) | $ | 231 | $ | 318 | Amatitlan Loan | ||||||
| Interest Rate | $ | (3,833 | ) | $ | (4,278 | ) | $ | 3,880 | $ | 4,313 | Senior Unsecured Bonds | ||||||
| Interest Rate | $ | (494 | ) | $ | (586 | ) | $ | 505 | $ | 599 | DEG 2 Loan | ||||||
| Interest Rate | $ | (1,286 | ) | $ | (1,266 | ) | $ | 1,324 | $ | 1,299 | DAC 1 Senior Secured Notes | ||||||
| Interest Rate | $ | (3,135 | ) | $ | (3,194 | ) | $ | 3,214 | $ | 3,270 | Migdal Loan and the Additional Migdal Loan and the Second Addendum Migdal Loan | ||||||
| Interest Rate | $ | (920 | ) | $ | (941 | ) | $ | 965 | $ | 983 | San Emidio Loan | ||||||
| Interest Rate | $ | (539 | ) | $ | (444 | ) | $ | 550 | $ | 450 | DOE Loan | ||||||
| Interest Rate | $ | (88 | ) | $ | (151 | ) | $ | 89 | $ | 153 | Idaho Holdings Loan | ||||||
| Interest Rate | $ | (2,035 | ) | $ | (2,146 | ) | $ | 2,100 | $ | 2,209 | Platanares DFC Loan | ||||||
| Interest Rate | $ | (389 | ) | $ | (452 | ) | $ | 397 | $ | 461 | DEG 3 Loan | ||||||
| Interest Rate | $ | (121 | ) | $ | (179 | ) | $ | 123 | $ | 181 | Plumstriker Loan | ||||||
| Interest Rate | $ | — | $ | — | $ | — | $ | — | Commercial Paper | ||||||||
| Interest Rate | $ | (81 | ) | $ | (107 | ) | $ | 82 | $ | 108 | Other long-term loans |
In July 2019, the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR (London Interbank Offered Rate), announced that it intends to phase out LIBOR. LIBOR is still in use and being published until its phaseout in June 2023 in order to allow a transition period mainly for contracts that already exist using LIBOR. Additionally, the FCA has stated that no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short-term repurchase agreements, backed by Treasury securities ("SOFR"). SOFR is observed and backward-looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Given that SOFR is a secured rate backed by government securities, it would not take into account bank credit risk (as is the case with LIBOR). Therefore, the SOFR rate, if adopted, would likely be lower than LIBOR rates and is less likely to correlate with the funding costs of financial institutions.
We have evaluated the impact of the transition from LIBOR, and currently believe that the transition will not have a material impact on our consolidated financial statements.
Effect of Inflation
While we expect that the long term inflation rate will not be a significant, we recently experienced an increase in raw material costs, which put pressure on our operating margins in the Product segment and increased our cost to build our own power plants. To address the possibility of rising inflation, some of our contracts include certain provisions that mitigate inflation risk.
In connection with the Electricity segment, none of our U.S. PPAs, including the SCPPA Portfolio PPA, are directly linked to the CPI. Inflation may directly impact an expense we incur for the operation of our projects, thereby increasing our overall operating costs and reducing our profit and gross margin. The negative impact of inflation would be partially offset by price adjustments built into some of our PPAs that could be triggered upon such occurrences. The energy payments pursuant to our PPAs for some of our power plants such as the Brady power plant, the Steamboat 2 and 3 power plants and the McGinness Complex, increase every year through the end of the relevant terms of such agreements, although such increases are not directly linked to the CPI or any other inflationary index. Lease payments are generally fixed, while royalty payments are generally calculated as a percentage of revenues and therefore are not significantly impacted by inflation. In our Product segment, inflation may directly impact fixed and variable costs incurred in the construction of our power plants, thereby increasing our operating costs in the Product segment. We are more likely to be able to offset all or part of this inflationary impact through our project pricing. With respect to power plants that we build for our own electricity production, inflationary pricing may impact our operating costs which may be partially offset in the pricing of the new long-term PPAs that we negotiate.
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Contractual Obligations and Commercial Commitments
The following tables set forth our material contractual obligations as of December 31, 2021 (in thousands):
| Payments Due by Period | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remaining Total | 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | |||||||||||||||||||||
| Long-term debt and financing liabilities - principal | $ | 1,925,530 | $ | 386,289 | $ | 189,103 | $ | 253,044 | $ | 167,193 | $ | 168,468 | $ | 761,433 | |||||||||||||
| Interest on long-term debt and financing liabilities (1) | 363,163 | 78,827 | 61,489 | 53,795 | 44,373 | 37,185 | 87,496 | ||||||||||||||||||||
| Finance lease obligations | 10,249 | 3,326 | 1,549 | 854 | 693 | 514 | 3,313 | ||||||||||||||||||||
| Operating lease obligations | 29,604 | 3,079 | 2,329 | 2,043 | 1,656 | 1,519 | 18,978 | ||||||||||||||||||||
| Benefits upon retirement (2) | 15,606 | 4,526 | 92 | 263 | 951 | 664 | 9,110 | ||||||||||||||||||||
| Asset retirement obligation | 84,891 | — | — | — | — | — | 84,891 | ||||||||||||||||||||
| Purchase commitments (3) | 249,167 | 249,167 | — | — | — | — | — | ||||||||||||||||||||
| $ | 2,678,210 | $ | 725,214 | $ | 254,562 | $ | 309,999 | $ | 214,866 | $ | 208,350 | $ | 965,221 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | See interest rates and maturity dates under Liquidity and Capital Resources section above. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | The above amounts were determined based on employees’ current salary rates and the number of years’ service that will have been accumulated at their expected retirement date. These amounts do not include amounts that might be paid to employees that will cease working with us before reaching their expected retirement age. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | We purchase raw materials for inventories, construction-in-process and services from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequate supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure goods and services based upon specifications defined by us, or that establish parameters defining our requirements. At December 31, 2021, total obligations related to such supplier agreements were approximately $249.2 million (approximately $152.8 million of which relate to construction-in-process). All such obligations are payable in 2022. |
The table above does not reflect unrecognized tax benefits of $5.7 million, the timing of which is uncertain. Refer to Note 17 to our consolidated financial statements set forth in Item 8 of this Annual Report for additional discussion of unrecognized tax benefits. The above table also does not reflect a liability associated with the sale of tax benefits of $135.0 million, the timing of which is uncertain and other long-term liabilities of $5.0 million that are deemed immaterial. Refer to Note 13 to our consolidated financial statements as set forth in Item 8 of this Annual Report for additional discussion of our liability associated with the sale of tax benefits.
Concentration of Credit Risk
Our credit risk is currently concentrated with the following major customers: Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy), SCPPA and KPLC. If any of these electric utilities fail to make payments under its PPAs with us, such failure would have a material adverse impact on our financial condition. Also, by implementing our multi-year strategic plan we may be exposed, by expanding our customer base, to different credit profile customers than our current customers.
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The Company's revenues from its primary customers as a percentage of total revenues are as follows:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| Southern California Public Power Authority (“SCPPA”) | 23.7 | % | 20.6 | % | 17.9 | % | ||||||
| Sierra Pacific Power Company and Nevada Power Company | 18.6 | 17.5 | 16.8 | |||||||||
| Kenya Power and Lighting Co. Ltd. ("KPLC") | 15.5 | 16.4 | 16.3 |
We have historically been able to collect on substantially all of our receivable balances. As of December 31, 2021, the amount overdue from KPLC in Kenya was $25.5 million of which $22.9 million was paid in January and February of 2022. These amounts represent an average of 63 days overdue. The Company believes it will be able to collect all past due amounts in Kenya. This belief is supported by the fact that in addition to KPLC's obligations under its power purchase agreement, the Company holds a support letter from the Government of Kenya that covers certain cases of KPLC non-payment (such as where caused by government actions/political events).
In Honduras, as of December 31, 2021, the total amount overdue from ENEE was $20.7 million of which $2.9 million was collected in February 2022. In addition, due to continuing restrictive measures related to the COVID-19 pandemic in Honduras, the Company may experience additional delays in collection. The Company believes it will be able to collect all past due amounts in Honduras.
Government Grants and Tax Benefits
The U.S. federal government encourages production of electricity from geothermal resources or solar energy through certain tax subsidies:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | PTC - the PTC rules provide an income tax credit for each kWh of electricity produced from certain renewable energy sources, including geothermal, and sold to an unrelated person during a taxable year. The PTC was first introduced in 1992 and has since been revised a number of times. The PTC, which in 2021 was 2.5 cents per kWh, is adjusted annually for inflation and may be claimed for 10 years on the net electricity output sold to third parties after the project is first placed in service. The tax extender package signed into law in December 2020 provides that any qualifying project that starts construction by December 31, 2021 would be eligible for PTC. The qualifying project must ordinarily be placed in service within four years after the end of the year in which construction started or show continued construction to qualify for PTC. The PTC is not available for power produced from geothermal resources for projects that started construction on or after January 1, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | The ITC rules have been amended a number of times. A qualified new geothermal power plant in the United States that starts construction by the end of 2021 would be eligible to claim an ITC of 30% of the project eligible cost. New solar projects that were under construction by December 31, 2019 will qualify for a 30% ITC. The credit will phase down to 26% for solar PV projects starting construction by the end of 2022 and to 22% for solar PV projects starting construction in 2023. Projects that were under construction before these deadlines must be placed in service by December 31, 2025 to qualify for the ITC at these rates. Solar projects placed in service after December 31, 2025 will only qualify for a 10% ITC. Under current tax rules, any unused tax credit has a one-year carry back and a twenty-year carry forward. |
We are also permitted to depreciate most of the cost of a new geothermal power plant. In cases where we claim the one-time 30% (or 10%) ITC, our tax basis in the plant that is eligible for depreciation is reduced by one-half of the ITC amount. In cases where we claim the PTC, there is no reduction in the tax basis for depreciation. Projects that were placed in service in 2016 and 2017 were eligible for “bonus” depreciation of 50% of the cost of that equipment in the year the power plant was placed in service. Following the Tax Act, projects that were or will be placed in service after September 27, 2017, could qualify for a 100% bonus depreciation with respect to its qualifying assets. After applying any depreciation bonus that is available, we can depreciate the remainder of our tax basis in the plant, if any, mostly over five years on an accelerated basis, meaning that more of the cost may be deducted in the first few years than during the remainder of the depreciation period. We will continue to analyze this new provision under the Act and determine if an election is appropriate as it relates to our business needs.
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Ormat Systems received “Benefited Enterprise” status under Israel’s Law for Encouragement of Capital Investments, 1959 (the Investment Law), with respect to two of its investment programs through 2011. In January 2011, new legislation amending the Investment Law was enacted. Under the new legislation, a uniform rate of corporate tax will apply to all qualified income of certain industrial companies, as opposed to the previous law’s incentives that are limited to income from a “Benefited Enterprise” during their benefits period. As a result, we now pay a uniform corporate tax rate of 16% with respect to that qualified income. In January 2021, Ormat Systems received an approval from the Israeli Innovation Authority that it owns an "Innovation Promoting Enterprise" and therefore is eligible for a reduced corporate tax rate of 12% on its "Preferred Technological Income" for the tax years 2019 and 2020 (effective tax rate of approximately 13% for 2019 and 2020). The tax benefit of lower effective tax rate is reflected in the 2021 net income.