Form 10-K
Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

 

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

Or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-32347

ORMAT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   88-0326081

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

6225 Neil Road, Reno, Nevada 89511-1136

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(775) 356-9029

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock $0.001 Par Value   New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨      No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨      No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ      No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ      No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ¨

  Accelerated filer  þ   Non-accelerated filer  ¨   Smaller reporting company  ¨
    (Do not check if a smaller reporting company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨      No  þ

As of June 30, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $389,817,905 based on the closing price as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: As of February 28, 2013, the number of outstanding shares of common stock, par value $0.001 per share was 45,430,886.

Documents Incorporated by Reference: Part III (Items 10, 11, 12, 13 and 14) incorporates by reference portions of the Registrant’s Proxy Statement for its Annual Meeting of Stockholders, which will be filed not later than 120 days after December 31, 2012.

 

 

 


Table of Contents

ORMAT TECHNOLOGIES, INC.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012

TABLE OF CONTENTS

 

         Page No
  PART I   

ITEM 1.

  BUSINESS    10

ITEM 1A.

  RISK FACTORS    72

ITEM 1B.

  UNRESOLVED STAFF COMMENTS    90

ITEM 2.

  PROPERTIES    90

ITEM 3.

  LEGAL PROCEEDINGS    90

ITEM 4.

  MINE SAFETY DISCLOSURES    93
  PART II   

ITEM 5.

  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES    94

ITEM 6.

  SELECTED FINANCIAL DATA    96

ITEM 7.

  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS    97

ITEM 7A.

  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    133

ITEM 8.

  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA    134

ITEM 9.

  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE    201

ITEM 9A.

  CONTROLS AND PROCEDURES    201

ITEM 9B.

  OTHER INFORMATION    201
  PART III   

ITEM 10.

  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    202

ITEM 11.

  EXECUTIVE COMPENSATION    206

ITEM 12.

  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS    206

ITEM 13.

  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE    206

ITEM 14.

  PRINCIPAL ACCOUNTANT FEES AND SERVICES    206
  PART IV   

ITEM 15.

  EXHIBITS, FINANCIAL STATEMENT SCHEDULES    207

SIGNATURES

   208

 

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Table of Contents

Glossary of Terms

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:

 

Term

  

Definition

Amatitlan Loan

   Initial $42,000,000 in aggregate principal amount borrowed by our subsidiary Ortitlan from TCW Global Project Fund II, Ltd.

AMM

   Administrador del Mercado Mayorista (administrator of the wholesale market — Guatemala)

ARRA

   American Recovery and Reinvestment Act of 2009

Auxiliary Power

   The power needed to operate a geothermal power plant’s auxiliary equipment such as pumps and cooling towers

Availability

   The ratio of the time a power plant is ready to be in service, or is in service, to the total time interval under consideration, expressed as a percentage, independent of fuel supply (heat or geothermal) or transmission accessibility

Balance of Plant equipment

   Power plant equipment other than the generating units including items such as transformers, valves, interconnection equipment, cooling towers for water cooled power plants, etc.

BLM

   Bureau of Land Management of the U.S. Department of the Interior

BOT

   Build, operate and transfer

Capacity

   The maximum load that a power plant can carry under existing conditions, less auxiliary power

Capacity Factor

   The ratio of the average load on a generating resource to its generating capacity during a specified period of time, expressed as a percentage

CARB

   California Air Resources Board

CDC

   Commonwealth Development Corporation

CGC

   Crump Geothermal Company LLC

CNE

   National Energy Commission of Nicaragua

CNEE

   National Electric Energy Commission of Guatemala

COD

   Commercial Operation Date

Company

   Ormat Technologies, Inc., a Delaware corporation, and its consolidated subsidiaries

COSO

   Committee of Sponsoring Organizations of the Treadway Commission

CPI

   Consumer Price Index

CPUC

   California Public Utilities Commission

DEG

   Deutsche Investitions-und Entwicklungsgesellschaft mbH

DFIs

   Development Finance Institutions

DISNORTE

   Empresa Distribudora de Electricidad del Norte (a Nicaragua distribution company)

 

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Term

  

Definition

DISSUR

   Empresa Distribudora de Electricidad del Sur (a Nicaragua distribution company)

DOE

   U.S. Department of Energy

DOGGR

   California Division of Oil, Gas, and Geothermal Resources

DSCR

   Debt Service Coverage Ratio

EBITDA

   Earnings before interest, taxes, depreciation and amortization

EGS

   Enhanced Geothermal Systems

EIS

   Environmental Impact Statement

ENATREL

   Empresa Nicaragüense de Transmision

ENEE

   Empresa Nacional de Energía Eléctrica

ENEL

   Empresa Nicaragüense de Electricidad

Enthalpy

   The total energy control of a fluid; the heat plus the mechanical energy content of a fluid (such as a geothermal brine), which, for example, can be partially converted to mechanical energy in an Organic Rankine Cycle.

EPA

   U.S. Environmental Protection Agency

EPC

   Engineering, procurement and construction

EPS

   Earnings per share

ERC

   Kenyan Energy Regulatory Commission

ESC

   Energy Sales Contract

Exchange Act

   U.S. Securities Exchange Act of 1934, as amended

FASB

   Financial Accounting Standards Board

FERC

   U.S. Federal Energy Regulatory Commission

FPA

   U.S. Federal Power Act, as amended

GAAP

   Generally accepted accounting principles

GDC

   Geothermal Development Company

GDL

   Geothermal Development Limited

Geothermal Power Plant

   The power generation facility and the geothermal field

Geothermal Steam Act

   U.S. Geothermal Steam Act of 1970, as amended

GHG

   Greenhouse gas

GNP

   Gross National Product

HELCO

   Hawaii Electric Light Company

IFC

   International Finance Corporation

IID

   Imperial Irrigation District

ILA

   Israel Land Administration

INDE

   Instituto Nacional de Electrification

 

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Term

  

Definition

INE

   Nicaragua Institute of Energy

IPPs

   Independent Power Producers

ISO

   International Organization for Standardization

ITC

   Investment tax credit

ITC Cash Grant

   Payment for Specified Renewable Energy property in lieu of Tax Credits under Section 1603 of the ARRA

John Hancock

   John Hancock Life Insurance Company (U.S.A.)

JPM

   JPM Capital Corporation

KenGen

   Kenya Electricity Generating Company Ltd.

Kenyan Energy Act

   Kenyan Energy Act, 2006

KETRACO

   Kenya Electricity Transmission Company Limited

KLP

   Kapoho Land Partnership

KPLC

   Kenya Power and Lighting Co. Ltd.

kVa

   Kilovolt-ampere

kW

   Kilowatt — A unit of electrical power that is equal to 1,000 watts

kWh

   Kilowatt hour(s), a measure of power produced

LNG

   Liquefied natural gas

Mammoth Pacific

   Mammoth-Pacific, L.P.

MACRS

   Modified Accelerated Cost Recovery System

MIGA

   Multilateral Investment Guaranty Agency, a member of the World Bank Group

MW

   Megawatt — One MW is equal to 1,000 kW or one million watts

MWh

   Megawatt hour(s), a measure of power produced

NBPL

   Northern Border Pipe Line Company

NIS

   New Israeli Shekel

NGI

   Natural Gas-California SoCal-NGI Natural Gas price index

NGP

   Nevada Geothermal Power

NV Energy

   NV Energy, Inc.

NYSE

   New York Stock Exchange

OEC

   Ormat Energy Converter

OFC

   Ormat Funding Corp., a wholly owned subsidiary of the Company

OFC Senior Secured Notes

   8.25% Senior Secured Notes, due 2020 issued by OFC

OFC 2

   OFC 2 LLC, a wholly owned subsidiary of the Company

OFC 2 Senior Secured Notes

   Senior Secured Notes, due 2034 issued by OFC 2

Olkaria Loan

   Initial $105,000,000 in aggregate principal amount borrowed by OrPower 4 from a group of European DFIs

 

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Term

  

Definition

OMPC

   Ormat Momotombo Power Company, a wholly owned subsidiary of the Company

OPC

   OPC LLC, a consolidated subsidiary of the Company

OPC Transaction

   Financing transaction involving four of our Nevada power plants in which institutional equity investors purchased an interest in our special purpose subsidiary that owns such plants.

OPIC

   Overseas Private Investment Corporation

OrCal

   OrCal Geothermal Inc., a wholly owned subsidiary of the Company

OrCal Senior Secured Notes

   6.21% Senior Secured Notes, due 2020 issued by OrCal

Organic Rankine Cycle

   A process in which an organic fluid such as a hydrocarbon or fluorocarbon (but not water) is boiled in an evaporator to generate high pressure vapor. The vapor powers a turbine to generate mechanical power. After the expansion in the turbine, the low pressure vapor is cooled and condensed back to liquid in a condenser. A cycle pump is then used to pump the liquid back to the vaporizer to complete the cycle. The cycle is illustrated in the figure below:
   LOGO

Ormat International

   Ormat International Inc., a wholly owned subsidiary of the Company

Ormat Nevada

   Ormat Nevada Inc., a wholly owned subsidiary of the Company

Ormat Systems

   Ormat Systems Ltd., a wholly owned subsidiary of the Company

OrPower 4

   OrPower 4 Inc., a wholly owned subsidiary of the Company

Ortitlan

   Ortitlan Limitada, a wholly owned subsidiary of the Company

ORTP

   ORTP, LLC, a consolidated subsidiary of the Company

Orzunil

   Orzunil I de Electricidad, Limitada, a wholly owned subsidiary of the Company

Parent

   Ormat Industries Ltd.

PG&E

   Pacific Gas and Electric Company

PGV

   Puna Geothermal Venture, a wholly owned subsidiary of the Company

PLN

   PT Perusahaan Listrik Negara

 

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Table of Contents

Term

  

Definition

Power plant equipment

   Interconnection equipment, cooling towers for water cooled power plant, etc.

PPA

   Power purchase agreement

ppm

   Part per million

PTC

   Production tax credit

PUA

   Israeli Public Utility Authority

PUCH

   Public Utilities Commission of Hawaii

PUCN

   Public Utilities Commission of Nevada

PUHCA

   U.S. Public Utility Holding Company Act of 1935

PUHCA 2005

   U.S. Public Utility Holding Company Act of 2005

PURPA

   U.S. Public Utility Regulatory Policies Act of 1978

Qualifying Facility(ies)

   Certain small power production facilities are eligible to be “Qualifying Facilities” under PURPA, provided that they meet certain power and thermal energy production requirements and efficiency standards. Qualifying Facility status provides an exemption from PUHCA 2005 and grants certain other benefits to the Qualifying Facility

RAM

   Renewable Auction Mechanism

REC

   Renewable Energy Credit

REG

   Recovered Energy Generation

RGGI

   Regional Greenhouse Gas Initiative

RPM

   Revolutions Per Minute

RPS

   Renewable Portfolio Standards

SCPPA

   Southern California Public Power Authority

SEC

   U.S. Securities and Exchange Commission

Securities Act

   U.S. Securities Act of 1933, as amended

Senior Unsecured Bonds

   7% Senior Unsecured Bonds Due 2017 issued by the Company

SO#4

   Standard Offer Contract No. 4

SOX Act

   Sarbanes-Oxley Act of 2002

Solar PV

   Solar photovoltaic

Southern California Edison

   Southern California Edison Company

SPE(s)

   Special purpose entity(ies)

SRAC

   Short Run Avoided Costs

Sunday Energy

   Sunday Energy Ltd.

TGL

   Tikitere Geothermal Power Limited

Union Bank

   Union Bank, N.A.

U.S.

   United States of America

U.S. Treasury

   U.S. Department of the Treasury

WHOH

   Waste Heat Oil Heaters

 

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Cautionary Note Regarding Forward-Looking Statements

This annual report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect or anticipate will or may occur in the future, including such matters as our projections of annual revenues, expenses and debt service coverage with respect to our debt securities, future capital expenditures, business strategy, competitive strengths, goals, development or operation of generation assets, market and industry developments and the growth of our business and operations, are forward-looking statements. When used in this annual report, the words “may”, “will”, “could”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, or “contemplate” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. The forward-looking statements in this annual report are primarily located in the material set forth under the headings Item 1A — “Risk Factors” contained in Part I, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, and “Notes to Financial Statements” contained in Item 8 — “Financial Statements and Supplementary Data” contained in Part II of this annual report, but are found in other locations as well. These forward-looking statements generally relate to our plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Although we believe that our plans and objectives reflected in or suggested by these forward-looking statements are reasonable, we may not achieve these plans or objectives. You should read this annual report completely and with the understanding that actual future results and developments may be materially different from what we expect due to a number of risks and uncertainties, many of which are beyond our control. Other than as required by law, we will not update forward-looking statements even though our situation may change in the future.

Specific factors that might cause actual results to differ from our expectations include, but are not limited to:

 

   

significant considerations, risks and uncertainties discussed in this annual report;

 

   

geothermal resource risk (such as the heat content, useful life and geological formation of the reservoir);

 

   

operating risks, including equipment failures and the amounts and timing of revenues and expenses;

 

   

financial market conditions and the results of financing efforts;

 

   

the impact of fluctuations in oil and natural gas prices on the energy price component under certain of our PPAs;

 

   

environmental constraints on operations and environmental liabilities arising out of past or present operations, including the risk that we may not have, and in the future may be unable to procure, any necessary permits or other environmental authorizations;

 

   

construction or other project delays or cancellations;

 

   

political, legal, regulatory, governmental, administrative and economic conditions and developments in the United States and other countries in which we operate;

 

   

the enforceability of the long-term PPAs for our power plants;

 

   

contract counterparty risk;

 

   

weather and other natural phenomena including earthquakes and other nature disasters;

 

   

the impact of recent and future federal, state and local regulatory proceedings and changes, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, public policies and government incentives that support renewable energy and enhance the economic feasibility of our projects at the federal and state level in the United States and elsewhere, and carbon-related legislation;

 

   

changes in environmental and other laws and regulations to which our company is subject, as well as changes in the application of existing laws and regulations;

 

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current and future litigation;

 

   

our ability to successfully identify, integrate and complete acquisitions;

 

   

competition from other existing geothermal energy projects and new geothermal energy projects developed in the future, and from alternative electricity producing technologies;

 

   

market or business conditions and fluctuations in demand for energy or capacity in the markets in which we operate;

 

   

the direct or indirect impact on our company’s business resulting from the threat or occurrence of terrorist incidents or cyber-attacks or responses to such threatened or actual incidents or attacks, including the effect on the availability of and premiums on insurance;

 

   

development and construction of the Solar PV projects may not materialize as planned;

 

   

the effect of and changes in current and future land use and zoning regulations, residential, commercial and industrial development and urbanization in the areas in which we operate; and

 

   

other uncertainties which are difficult to predict or beyond our control and the risk that we may incorrectly analyze these risks and forces or that the strategies we develop to address them may be unsuccessful.

 

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PART I

 

ITEM 1. BUSINESS

Certain Definitions

Unless the context otherwise requires, all references in this annual report to “Ormat”, “the Company”, “we”, “us”, “our company”, “Ormat Technologies”, or “our” refer to Ormat Technologies, Inc. and its consolidated subsidiaries. A glossary of certain terms and abbreviations used in this annual report appears at the beginning of this report.

Overview

We are a leading vertically integrated company primarily engaged in the geothermal and recovered energy power business. We design, develop, build, own, and operate clean, environmentally friendly geothermal and recovered energy-based power plants, usually using equipment that we design and manufacture.

Our geothermal power plants include both power plants that we have built and power plants that we have acquired, while all of our recovered energy-based plants have been constructed by us. We conduct our business activities in the following two business segments:

 

   

The Electricity Segment — in this segment we develop, build, own and operate geothermal and recovered energy-based power plants in the United States and geothermal power plants in other countries around the world and sell the electricity they generate. We have expanded our activities in the Electricity Segment to include the ownership and operation of power plants that produce electricity generated by Solar PV systems that we do not manufacture; and

 

   

The Product Segment — in this segment we design, manufacture and sell equipment for geothermal and recovered energy-based electricity generation, remote power units and other power generating units and provide services relating to the engineering, procurement, construction, operation and maintenance of geothermal and recovered energy-based power plants.

The map below shows our current worldwide portfolio of operating geothermal power plants and recovered energy plants and the geothermal, recovered energy-based and Solar PV power plants that are under construction.

 

LOGO

 

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The charts below show the relative contributions of the Electricity Segment and the Product Segment to our consolidated revenues and the geographical breakdown of our segment revenues for our fiscal year ended December 31, 2012. Additional information concerning our segment operations, including year-to-year comparisons of revenues, the geographical breakdown of revenues, cost of revenues, results of operations, and trends and uncertainties is provided below in Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8 — “Financial Statements and Supplementary Data”.

The following chart sets forth a breakdown of our revenues for each of the years ended December 31, 2011 and 2012:

 

LOGO

The following chart sets forth the geographical breakdown of the revenues attributable to our Electricity and Product Segments for each of the years ended December 31, 2011 and 2012:

 

LOGO

 

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LOGO

Most of the power plants that we currently own or operate produce electricity from geothermal energy sources. Geothermal energy is a clean, renewable and generally sustainable form of energy derived from the natural heat of the earth. Unlike electricity produced by burning fossil fuels, electricity produced from geothermal energy sources is produced without emissions of certain pollutants such as nitrogen oxide, and with far lower emissions of other pollutants such as carbon dioxide. As a result, electricity produced from geothermal energy sources contributes significantly less to global warming and local and regional incidences of acid rain than energy produced by burning fossil fuels. Geothermal energy is also an attractive alternative to other sources of energy as part of a national diversification strategy to avoid dependence on any one energy source or politically sensitive supply sources.

In addition to our geothermal energy business, we manufacture products that produce electricity from recovered energy or so-called “waste heat”. We also construct, own, and operate recovered energy-based power plants. Recovered energy represents residual heat that is generated as a by-product of gas turbine-driven compressor stations, solar thermal units and a variety of industrial processes, such as cement manufacturing. Such residual heat, which would otherwise be wasted, may be captured in the recovery process and used by recovered energy power plants to generate electricity without burning additional fuel and without additional emissions.

We have expanded our activity to the Solar PV industry. We are constructing a new Solar PV project near our Heber complex in California that we expect to come on-line at the end of 2013. In recent years we did development work on Solar PV projects in Israel, but the recent reduction of the feed-in tariff in Israel reduced the potential economic viability of Solar PV projects in Israel and therefore we are evaluating the continued development of some of these projects.

Company Contact and Sources of Information

We file annual, quarterly and periodic reports, proxy statements and other information with the SEC. You may obtain and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet website at http://www.sec.gov that contains reports, proxy and other information statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings are accessible via the internet at that website.

Our reports on Form 10-K, 10-Q and 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available through our website at www.ormat.com for downloading, free of charge, as soon as reasonably practicable after these reports are filed with the SEC. Our Code of Business Conduct and Ethics, Code of Ethics Applicable to Senior Executives, Audit Committee

 

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Charter, Corporate Governance Guidelines, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter, and Insider Trading Policy, as amended, are also available at our website address mentioned above. If we make any amendments to our Code of Business Conduct and Ethics or Code of Ethics Applicable to Senior Executives or grant any waiver, including any implicit waiver, from a provision of either code applicable to our Chief Executive Officer, Chief Financial Officer or principal accounting officer requiring disclosure under applicable SEC rules, we intend to disclose the nature of such amendment or waiver on our website. The content of our website, however, is not part of this annual report.

You may request a copy of our SEC filings, as well as the foregoing corporate documents, at no cost to you, by writing to the Company address appearing in this annual report or by calling us at (775) 356-9029.

Our Power Generation Business (Electricity Segment)

Power Plants in Operation

The table below summarizes certain key non-financial information relating to our power plants as of February 15, 2013. The generating capacity of certain of our power plants listed below has been updated to reflect changes in the resource temperature and other factors that impact resource capabilities:

 

Power Plant

  

Location

   Ownership(1)     Generating
Capacity
in MW(2)
 

Domestic

       

Geothermal

       

Brady Complex(3)

   Nevada      100     20.0  

Heber Complex(4)

   California      100     92.0  

Jersey Valley(5)

   Nevada      100     12.0  

Mammoth Complex(6)

   California      100     29.0  

McGinness Hills(7)

   Nevada      100     33.0  

North Brawley(8)

   California      100     27.0  

Ormesa Complex

   California      100     54.0  

Puna Complex

   Hawaii      100     38.0  

Steamboat Complex(3)

   Nevada      100     83.0  

Tuscarora

   Nevada      100     18.0  

REG

       

OREG 1

   North and South Dakota      100     22.0  

OREG 2

   Montana, North Dakota and Minnesota      100     22.0  

OREG 3

   Minnesota      100     5.5  

OREG 4(9)

   Colorado      100     3.5  
       

 

 

 

Total for domestic power plants

          459.0  
       

 

 

 

Foreign

       

Geothermal

       

Amatitlan

   Guatemala      100     18.0  

Momotombo

   Nicaragua      100     22.0  

Olkaria III Complex

   Kenya      100     52.0  

Zunil

   Guatemala      100     24.0  
       

 

 

 

Total for foreign power plants

          116.0  
       

 

 

 

Total for all power plants

          575.0  
       

 

 

 

 

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(1) 

We own and operate all of our power plants other than the Momotombo power plant in Nicaragua, which we do not own but which we control and operate through a concession arrangement with the Nicaraguan government until mid-2014. Financial institutions hold equity interests in two of our consolidated subsidiaries: (i) OPC, which owns the Desert Peak 2 power plant in our Brady complex and the Steamboat Hills, Galena 2 and Galena 3 power plants in our Steamboat complex; and (ii) ORTP, which owns the Heber complex, the Ormesa complex, the Mammoth complex, the Steamboat 2 and 3 and Burdette (Galena 1) power plants both in our Steamboat complex, and Brady power plant in our Brady complex. In the above table, we show these power plants as being 100% owned because all of the generating capacity is owned by either OPC or ORTP and we control the operation of the power plants. The nature of the equity interests held by the financial institutions is described in Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “OPC Transaction” and “ORTP Transaction”.

 

(2) 

References to generating capacity generally refer to the gross capacity less auxiliary power, in the case of all of our existing domestic and foreign power plants, except for the Zunil power plant. We determine the generating capacity figures in these power plants by taking into account resource capabilities. In the case of the Zunil power plant, the revenues are calculated based on 24 MW capacity unrelated to the actual performance of the reservoir. This column represents our net ownership in such generating capacity.

In any given year, the actual power generation of a particular power plant may differ from that power plant’s generating capacity due to variations in ambient temperature, the availability of the resource, and operational issues affecting performance during that year. The Capacity Factor of our operating power plants in 2012, excluding the Jersey Valley power plant, which operates at partial load (see footnote 5), was approximately 88%.

 

(3) 

The generating capacity of the Brady and Steamboat complexes declined due to a drop in the resource temperature. See “Description of Our Power Plants” below.

 

(4) 

The Heber complex generating capacity takes into account the enhancement work that is currently being conducted. See “Description of Our Power Plants” below.

 

(5) 

The Jersey Valley power plant is not operating at full capacity. Detailed information on the Jersey Valley power plant is provided under “Description of Our Power Plants” below.

 

(6) 

The Mammoth complex generating capacity takes into account the enhancement work that is currently being conducted. See “Description of Our Power Plants” below.

 

(7) 

The McGinness Hills power plant commenced commercial operation on July 1, 2012.

 

(8) 

Following recent developments, detailed under “Description of Our Power Plants” below, we have decided to operate the North Brawley power plant at its current capacity level of approximately 27 MW.

 

(9) 

The OREG 4 power plant is not operating at full capacity as a result of continued low run time of the compressor station that serves as the plant’sheat source, which is resulting in low power generation.

All of the revenues that we currently derive from the sale of electricity are pursuant to long-term PPAs. Approximately 59.6% of our total revenues in the year ended December 31, 2012 from the sale of electricity by our domestic power plants were derived from power purchasers that currently have investment grade credit ratings. The purchasers of electricity from our foreign power plants are either state-owned or private entities.

New Power Plants

We are currently in various stages of construction and development of new power plants and expansion of existing power plants. Our growth plan includes 78 MW in generating capacity from geothermal and Solar PV power plants in the United States and Kenya that are fully released for construction with 62 MW expected to be completed by the end of 2013 and the rest in 2014. In addition, we have several projects under various stages of initial construction and development with a total capacity of up to approximately 167 MW.

 

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We have a substantial land position across 41 sites, mostly in the U.S., that are expected to support future geothermal development, on which we have started or plan to start exploration activity. This land position is comprised of various leases, exploration concessions for geothermal resources and an option to enter into geothermal leases.

Our Product Business (Product Segment)

We design, manufacture and sell products for electricity generation and provide the related services described below. Generally, we manufacture products only against customer orders and do not manufacture products for our own inventory.

Power Units for Geothermal Power Plants.    We design, manufacture and sell power units for geothermal electricity generation, which we refer to as OECs. Our customers include contractors and geothermal power plant owners and operators.

Power Units for Recovered Energy-Based Power Generation.    We design, manufacture and sell power units used to generate electricity from recovered energy, or so-called “waste heat”. This heat is generated as a residual by-product of gas turbine-driven compressor stations, solar thermal units and a variety of industrial processes, such as cement manufacturing, and is not otherwise used for any purpose. Our existing and target customers include interstate natural gas pipeline owners and operators, gas processing plant owners and operators, cement plant owners and operators, and other companies engaged in other energy-intensive industrial processes.

EPC of Power Plants.    We engineer, procure, and construct, as an EPC contractor, geothermal and recovered energy power plants on a turnkey basis, using power units we design and manufacture. Our customers are geothermal power plant owners as well as the same customers described above that we target for the sale of our power units for recovered energy-based power generation. Unlike many other companies that provide EPC services, we believe we have an advantage in that we are using our own manufactured equipment and thus have better control over the timing and delivery of required equipment and its related costs.

Remote Power Units and Other Generators.    We design, manufacture and sell fossil fuel powered turbo-generators with a capacity ranging between 200 watts and 5,000 watts, which operate unattended in extreme hot or cold climate conditions. Our customers include contractors installing gas pipelines in remote areas. In addition, we design, manufacture, and sell generators for various other uses, including heavy duty direct-current generators.

History

We were formed as a Delaware corporation in 1994 by Ormat Industries Ltd. (also referred to in this annual report as the “Parent”, “Ormat Industries”, “the parent company”, or “our parent”). Ormat Industries was one of the first companies to focus on the development of equipment for the production of clean, renewable and generally sustainable forms of energy. Ormat Industries owns approximately 60% of our outstanding common stock.

Industry Background

Geothermal Energy

Most of our power plants in operation produce electricity from geothermal energy. There are several different sources or methods to obtain geothermal energy, which are described below.

Hydrothermal geothermal-electricity generation — Hydrothermal geothermal energy is derived from naturally occurring hydrothermal reservoirs that are formed when water comes sufficiently close to hot rock to heat the water to temperatures of 300 degrees Fahrenheit or more. The heated water then ascends toward the surface of the earth where, if geological conditions are suitable for its commercial extraction, it can be extracted by drilling geothermal wells. Geothermal production wells are normally located within several miles of the power plant, as it is not economically viable to transport geothermal fluids over longer distances due to heat and pressure loss. The geothermal reservoir is a renewable source of energy if natural ground water sources and reinjection of extracted geothermal fluids are adequate over the long-term to replenish the geothermal reservoir following the withdrawal of

 

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geothermal fluids and if the well field is properly operated. Geothermal energy power plants typically have higher capital costs (primarily as a result of the costs attributable to well field development) but tend to have significantly lower variable operating costs (principally consisting of maintenance expenditures) than fossil fuel-fired power plants that require ongoing fuel expenses. In addition, because geothermal energy power plants produce weather-independent power 24 hours a day, the variable operating costs are lower.

EGS — An EGS is a subsurface system that may be artificially created to extract heat from hot rock where the permeability and aquifers required for a hydrothermal system, are insufficient or non-existent. A geothermal power plant that uses EGS techniques recovers the thermal energy from the subsurface rocks by creating or accessing a system of open fractures in the rock through which water can be injected, heated through contact with the hot rock, returned to the surface in production wells and transferred to a power unit.

Co-produced geothermal from oil and gas fields, geo-pressurized resources — Another source of geothermal energy is hot water produced from oil and gas production. In some oil and gas fields, water is produced as a by-product of the oil and gas extraction. When the wells are deep the fluids are often at high temperatures and if the water volume is significant, the hot water can be used for power generation in equipment similar to a geothermal power plant.

Geothermal Power Plant Technologies

Geothermal power plants generally employ either binary systems or conventional flash design systems, as shortly described below. In our geothermal power plants, we also employ our proprietary technology of combined geothermal cycle systems.

Binary System

In a geothermal power plant using a binary system, geothermal fluid (either hot water (also called brine) or steam or both) is extracted from the underground reservoir and flows from the wellhead through a gathering system of insulated steel pipelines to a vaporizer that also heats a secondary working fluid. This is typically an organic fluid, such as isopentane or isobutene, which is vaporized and is used to drive the turbine. The organic fluid is then condensed in a condenser which may be cooled by air or by water from a cooling tower and sent back to the vaporizer. The cooled geothermal fluid is then reinjected back into the reservoir. Ormat’s air-cooled binary geothermal power plant is depicted in the diagram below.

 

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Flash Design System

In a geothermal power plant using flash design, geothermal fluid is extracted from the underground reservoir and flows from the wellhead through a gathering system of insulated steel pipelines to flash tanks and/or separators. There, the steam is separated from the brine and is sent to a demister in the plant, where any remaining water droplets are removed. This produces a stream of dry saturated steam, which drives a turbine generator to produce electricity. In some cases, the brine at the outlet of the separator is flashed a second time (dual flash), providing additional steam at lower pressure used in the low pressure section of the steam turbine to produce additional electricity. Steam exhausted from the steam turbine is condensed in a surface or direct contact condenser cooled by cold water from a cooling tower. The non-condensable gases (such as carbon dioxide) are removed through the removal system in order to optimize the performance of the steam turbines. The resulting condensate is used to provide make-up water for the cooling tower. The hot brine remaining after separation of steam is injected back into the geothermal resource through a series of injection wells. The flash technology is depicted in the diagram below.

 

LOGO

In some instances, the wells directly produce dry steam (with the flashing occurring underground) and the steam is fed directly to the steam turbine with the rest of the system similar to the flash power plant described above.

Ormat’s Proprietary Technology

Our proprietary technology may be used in power plants operating according to the Organic Rankine Cycle, either alone or in combination with various other commonly used thermodynamic technologies that convert heat to mechanical power, such as gas and steam turbines. It can be used with a variety of thermal energy sources, such as geothermal, recovered energy, biomass, solar energy and fossil fuels. Specifically, our technology involves original designs of turbines, pumps, and heat exchangers, as well as formulation of organic motive fluids (all of which are non-ozone-depleting substances). Using advanced computerized fluid dynamics and other computer aided design software as well as our test facilities, we continuously seek to improve power plant components, reduce operations and maintenance costs, and increase the range of our equipment and applications. We are examining ways to increase the output of our plants by utilizing evaporative cooling, cold reinjection, performance simulation programs, and topping turbines. In the geothermal as well as the recovered energy (waste heat) areas, we are examining two-level and three-level energy systems and new motive fluids.

 

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We also developed, patented and construct Geothermal Combined Cycle (GCCU) power plants in which the steam first produces power in a backpressure steam turbine and is subsequently condensed in a vaporizer of a binary plant, which produces additional power. Ormat Geothermal Combined Cycle technology is depicted in the diagram below.

 

LOGO

In the conversion of geothermal energy into electricity, our technology has a number of advantages compared with conventional geothermal steam turbine plants. A conventional geothermal steam turbine plant consumes significant quantities of water, causing depletion of the aquifer, and also requires cooling water treatment with chemicals and thus a need for the disposal of such chemicals. A conventional geothermal steam turbine plant also creates a significant visual impact in the form of an emitted plume from the cooling towers, especially during cold weather. By contrast, our binary and combined cycle geothermal power plants have a low profile with minimum visual impact and do not emit a plume when they use air cooled condensers. Our binary and combined cycle geothermal power plants reinject all of the geothermal fluids utilized in the respective processes into the geothermal reservoir. Consequently, such processes generally have no emissions.

Other advantages of our technology include simplicity of operation and easy maintenance, low RPM, temperature and pressure in the OEC, a high efficiency turbine and the fact that there is no contact between the turbine itself and often corrosive geothermal fluids.

We use the same elements of our technology in our recovered energy products. The heat source may be exhaust gases from a simple cycle gas turbine, low pressure steam, or medium temperature liquid found in the process industries such as refineries and cement plants. In most cases, we attach an additional heat exchanger in which we circulate thermal oil to transfer the heat into the OEC’s own vaporizer in order to provide greater operational flexibility and control. Once this stage of each recovery is completed, the rest of the operation is identical to the OEC used in our geothermal power plants and enjoys the same advantages of using the Organic Rankine Cycle. In addition, our technology allows for better load following than conventional steam turbines exhibit, requires no water treatment (since it is air cooled), and does not require the continuous presence of a licensed steam boiler operator on site.

 

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Ormat’s REG technology is depicted in the diagram below.

 

LOGO

Patents

We have been granted 82 U.S. patents (and have approximately 28 U.S. patents pending) that cover our products (mainly power units based on the Organic Rankine Cycle) and systems (mainly geothermal power plants and industrial waste heat recovery plants for electricity production). The products-related patents cover components that include turbines, heat exchangers, seals and controls. The system-related patents cover not only a particular component but also the overall energy conversion system from the “fuel supply” (e.g., geothermal fluid, waste heat, biomass or solar) to electricity production.

They also cover the subjects such as waste heat recovery related to gas pipelines compressors, disposal of non-condensable gases present in geothermal fluids, power plants for very high pressure geothermal resources, and use of two-phase fluids as well as processes related to EGS. A number of patents cover combined cycle geothermal power plants, in which the steam first produces power in a backpressure steam turbine and is subsequently condensed in a vaporizer of a binary plant, which produces additional power. The terms of our patents range from one year to 17 years. The loss of any single patent would not have a material effect on our business or results of operations.

Research and Development

We are conducting research and development of new EGS technologies and their application to increase the fluid supply at our existing plants by enhancing production of existing wells without drilling any additional wells. We are undertaking this development effort at our Desert Peak 2 and Brady power plants in Nevada in cooperation with GeothermEx Inc., and a number of universities and national laboratories, with funding support from the DOE. Other research and development activity co-funded by the DOE includes testing of new exploration technologies.

We are also continuing with our research and development activities intended to improve plant performance, reduce costs, and increase the breadth of product offerings. The primary focus of our research and development efforts includes continued improvements to our condensing equipment with improved performance and lower land usage and developing new turbines and specialized remote power units.

Additionally, we are continuing to evaluate investment opportunities in new companies with product offerings for renewable energy markets.

 

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Market Opportunity

Interest in geothermal energy in the United States remains strong as a result of legislative and regulatory support for renewable energy, and the baseload nature of geothermal energy generation. We believe that the legislative measures and initiatives discussed below present a significant market opportunity for us.

Although electricity generation from geothermal resources is currently concentrated mainly in California, Nevada, Hawaii, Idaho and Utah, we believe there are opportunities for development in other states such as Alaska, Arizona, New Mexico, Washington and Oregon due to the potential of geothermal resources and, in some cases, a favorable regulatory environment in such states.

The Western Governors Association estimated in 2006 that 13,000 MW of identified geothermal resources will be developed by 2025. In a report issued in April 2012, the Geothermal Energy Association identified a total of 147 confirmed and unconfirmed geothermal projects under various phases of consideration or development in 15 U.S. states that have between 5,317 MW and 5,836 MW potential capacity.

The assessments conducted by the Western Governors Association and the Geothermal Energy Association are estimates only. We refer to them only as two possible reference points, but we do not necessarily concur with those estimates.

An additional factor fueling recent growth in the renewable energy industry is the global concern about the environment. Power plants that use fossil fuels generate higher levels of air pollution and their emissions have been linked to acid rain and global warming. In response to an increasing demand for “green” energy, many countries have adopted legislation requiring, and providing incentives for, electric utilities to sell electricity generated from renewable energy sources. In the United States, approximately 40 states have adopted RPS, renewable portfolio goals, or similar laws requiring or encouraging electric utilities in such states to generate or buy a certain percentage of their electricity from renewable energy sources or recovered heat sources.

According to the Database of State Incentives for Renewables and Efficiency (DSIRE), 22 states (including California, Nevada, and Hawaii, where we have been the most active in our geothermal energy development and in which all of our U.S. geothermal power plants in operation are located) and the District of Colombia define geothermal resources as “renewable”. In addition, according to the EPA, 23 states have enacted RPS or Alternative Portfolio Standards program guidelines that include some form of combined heat and power and/or waste heat recovery.

We expect that the additional demand for renewable energy from utilities in states with RPS will outpace a possible reduction in general demand for energy (if any) due to the effect of general economic conditions. We see this increased demand and, in particular, the impact of the RPS legislation and the increase in California’s RPS to 33% by 2020, as the most significant driver for us to expand existing power plants and to build new projects. California’s three large investor-owned utilities collectively served 19.9% of their 2012 retail electricity sales with renewable power. On July 31, 2012, the CPUC issued its renewable energy progress report for the first/second quarters of 2012, which showed that the state’s utilities have met the goal of serving 20% of their electricity with renewable energy and are on track to surpass that goal in 2012. These utilities have interim targets each year, with a requirement of 25% by 2016 increasing by 2% every year to 33% by the end of 2020. Publicly-owned utilities in California are required to procure 33% of retail electricity sales from eligible renewable energy resources by 2020, opening up a new market of potential off-takers for us. These utilities do not have interim targets. Nevada’s RPS requires NV Energy to supply at least 25% of the total electricity it sells from eligible renewable energy resources by 2025. In 2011, 18.9% of the electricity retail sales in Nevada were from renewable energy sources. Hawaii’s RPS require each electric utility that sells electricity for consumption in Hawaii to obtain 15% of its net electricity sales from renewable energy sources by December 31, 2015, 20% by December 31, 2020, and 40% by 2030. In 2011, Hawaiian Electric Company and its subsidiaries achieved a consolidated RPS of 24.5%.

 

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In 2006, California passed a state climate change law, AB 32, to reduce GHG emissions to 1990 levels by the end of 2020, and in December 2010, the California Air Resources Board (CARB) approved cap-and-trade regulations to reduce California’s GHG emissions under AB 32. The regulations will set a limit on emissions from sources responsible for emitting 80% of California’s GHGs. On November 14, 2012, CARB held its first auction, and sold allowances at the lowest market clearing price and mandated a reserve price of $10.00 per allowance. On November 19, 2012 the CARB released results from the auction showing a market clearing price of $10.09 for the 2013 allowances period and the reserve price of $10.00 for 2015 allowances. One hundred percent of the available 2013 allowances were sold, while only 14% of the available 2015 allowances were sold. The CARB will continue to hold auctions on a quarterly basis.

Other state-wide and regional initiatives are also being developed to reduce GHG emissions and to develop trading systems for renewable energy credits. For example, nine Northeast region and Mid-Atlantic states are part of the RGGI, a regional cap-and-trade system to limit carbon dioxide. The RGGI is the first mandatory, market-based carbon dioxide emissions reduction program in the United States. Under RGGI, the participating states plan to reduce carbon emissions from power plants by 10%, at a rate of 2.5% per year between 2015 and 2018.

In addition to RGGI, other states have also established the Midwestern Regional Greenhouse Gas Reduction Accord and the Western Climate Initiative. Although individual and regional programs will take some time to develop, their requirements, particularly the creation of any market-based trading mechanism to achieve compliance with emissions caps, should be advantageous to in-state and in-region (and, in some cases, such as RGGI and the State of California, inter-regional) energy generating sources that have low carbon emissions such as geothermal energy. Although it is currently difficult to quantify the direct economic benefit of these efforts to reduce GHG emissions, we believe they will prove advantageous to us.

At the federal level as of 2012, the EPA’s Tailoring Rule sets thresholds for when permitting requirements under the Clean Air Act’s Prevention of Significant Deterioration and Title V programs apply to certain major sources of GHG emissions.

The federal government also encourages production of electricity from geothermal resources through certain tax subsidies. If we start construction of a new geothermal power plant in the U.S. by December 31, 2013, then we are permitted to claim a tax credit against our U.S. federal income taxes equal to 30% of certain eligible costs when the project is placed in service. If we fail to meet the start of construction deadline for such a project, then the 30% credit is reduced to 10%. In lieu of the 30% tax credit (if the project qualifies), we are permitted to claim a tax credit based on the power produced from a geothermal power plant. These production-based credits, which in 2012 were 2.2 cents per kWh, are adjusted annually for inflation and may be claimed for ten years on the electricity produced by the project and sold to third parties after the project is placed in service. The owner of the power plant may not claim both the 30% tax credit and the production-based tax credit. Under current tax rules, any unused tax credit has a one-year carry back and a twenty-year carry forward. An alternative to these credits is a cash grant from the U.S. Treasury. However, it is only available for certain power plants placed in service by the end of 2011, or on which construction began in 2009, 2010 or 2011 and that are completed by the end of 2013.

Whether we claim tax credits or a cash grant, we are also permitted to depreciate, or write off, most of the cost of the plant. If we claim the one-time 30% (or 10%) tax credit or receive the Treasury cash grant, our tax basis in the plant that we can recover through depreciation must be reduced by one-half of the tax credit or cash grant; if we claim other tax credits, there is no reduction in the tax basis for depreciation. For projects that we placed into service after September 8, 2010 and before January 1, 2012, a depreciation “bonus” will permit us to write off 100% of the cost of certain equipment that is part of the geothermal power plant in the year the plant is placed into service, if certain requirements are met. For projects that are placed into service after December 31, 2011 and before January 1, 2013, a similar “bonus” will permit us to write off 50% of the cost of that equipment in the year the power plant is placed into service. After applying any depreciation bonus that is available, we can write off the remainder of our tax basis in the plant, if any, 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.

 

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Collectively, these benefits (to the extent fully utilized) have a present value equivalent to approximately 30% to 40% of the capital cost of a new power plant.

Operations outside of the United States may be subject to and/or benefit from requirements under the Kyoto Protocol. In November 2012, the United Nations Climate Change Conference was held in Doha, Qatar. The conference encompassed the 18th Conference of the Parties to the United Nations Framework Convention on Climate Change and the 8th meeting of the Parties to the Kyoto Protocol. Countries have successfully launched a new commitment period under the Kyoto Protocol, agreed upon a firm timetable to adopt a universal climate agreement by 2015 and agreed to a path to raise necessary awareness to respond to climate change. They also endorsed the completion of new institutions and agreed to ways and means to deliver scaled-up climate finance and technology to developing countries. The next Conference of the Parties is scheduled to take place in Warsaw, Poland, at the end of 2013. Earlier in 2012, at the Rio+20 Conference, which took place in Rio de Janeiro, Brazil, world leaders, along with thousands of participants from the private sector, NGOs and other groups, came together to discuss how to reduce poverty, advance social equity and ensure environmental protection on an ever-more crowded planet. A total of 193 Member States of the United Nations finalized an agreement that aims to advance action on sustainable development.

Outside of the United States, the majority of power generating capacity has historically been owned and controlled by governments. Since the early 1990s, however, many foreign governments have privatized their power generation industries through sales to third parties and have encouraged new capacity development and/or refurbishment of existing assets by independent power developers. These foreign governments have taken a variety of approaches to encourage the development of competitive power markets, including awarding long-term contracts for energy and capacity to independent power generators and creating competitive wholesale markets for selling and trading energy, capacity, and related products. Some countries have also adopted active governmental programs designed to encourage clean renewable energy power generation. Several Latin American countries have rural electrification programs and renewable energy programs. For example, in November 2003 Guatemala, where our Zunil and Amatitlan power plants are located, approved a law which created incentives for power generation from renewable energy sources by, among other things, providing economic and fiscal incentives such as exemptions from taxes on the importation of relevant equipment and various tax exemptions for companies implementing renewable energy projects. In Chile, where we were recently awarded six exploration concessions, the Chilean Renewable Energy Act of 2008 currently requires that 5% of electricity sold come from renewable sources, increasing gradually to 10% by 2024. Another example is New Zealand, where we and our Parent have been actively designing and supplying geothermal power solutions since 1986. The New Zealand government’s policies to fight climate change include a target for GHG emissions reductions of between 10% and 20% below 1990 levels by 2020 and the target of increasing renewable electricity generation to 90% of New Zealand’s total electricity generation by 2025. In Indonesia, the government has implemented policies and regulations intended to accelerate the development of renewable energy and geothermal projects in particular. These include designating approximately 4,000 MW of geothermal projects in its second phase of power acceleration projects to be implemented by 2014, of which the majority is IPP projects and the remaining state utility PLN projects. For the IPP sector, certain regulations for geothermal projects have been implemented providing for incentives such as investment tax credits and accelerated depreciation, and pricing guidelines intended to allow preferential power prices for generators; other regulation are being discussed. In addition, there is a regulation providing feed-in tariffs for small scale renewable energy projects up to 10 MW. On a macro level, the Government of Indonesia committed at the United Nations Climate Change Conference 2009 in Copenhagen to reduce its CO2 emissions by 26% by 2020, which is intended to be achieved mainly through prevention of deforestation and accelerated renewable energy development.

We believe that these developments and governmental plans will create opportunities for us to acquire and develop geothermal power generation facilities internationally, as well as create additional opportunities for our Product Segment.

In addition to our geothermal power generation activities, we are pursuing recovered energy-based power generation opportunities in North America and the rest of the world. We believe recovered energy-based power

 

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generation may benefit from the increased attention to energy efficiency. For example, in the United States, the FERC has expressed its position that one of the goals of new natural gas pipeline design should be to facilitate the efficient, low-cost transportation of fuel through the use of waste heat (recovered energy) from combustion turbines or reciprocating engines that drive station compressors to generate electricity for use at compressor stations or for commercial sale. FERC has, as a matter of policy, requested natural gas pipeline operators filing for a certificate of approval for new pipeline construction or expansion projects to examine “opportunities to enhance efficiencies for any energy consumption processes in the development and operation” of the new pipeline. We have initially targeted the North American market, where we have built over 20 power plants which generate electricity from “waste heat” from gas turbine-driven compressor stations along interstate natural gas pipelines, from midstream gas processing facilities, and from processing industries in general.

Several states, and to a certain extent, the federal government, have recognized the environmental benefits of recovered energy-based power generation. For example, 13 states currently allow electric utilities to include recovered energy-based power generation in calculating such utilities’ compliance with their mandatory or voluntary RPS. In addition, California recently modified the Self Generation Incentive Program (SGIP), which allows recovered energy-based generation to qualify for a per watt incentive. North Dakota, South Dakota, and the U.S. Department of Agriculture (through the Rural Utilities Service) have approved recovered energy-based power generation units as renewable energy resources, which qualifies recovered energy-based power generators for federally funded, low interest loans. Recovery of waste heat is also considered “environmentally friendly” in the western Canadian provinces. We believe that Europe and other markets worldwide may offer similar opportunities in recovered energy-based power generation.

The market for Solar PV power grew significantly in recent years, driven by a combination of favorable government policies and a decline in equipment prices. We are monitoring market drivers in various regions with a view to developing Solar PV power plants in those locations where we can offer competitively priced power generation.

Competitive Strengths

Competitive Assets.    We believe our assets are competitive for the following reasons:

 

   

Contracted Generation.    All of the electricity generated by our geothermal power plants is currently sold pursuant to long-term PPAs.

 

   

Baseload Generation.    All of our geothermal power plants supply all or a part of the baseload capacity of the electric system in their respective markets. This means they supply electric power on an around-the-clock basis. This provides us a with competitive advantage over other renewable energy sources, such as wind power, solar power or hydro-electric power (to the extent dependent on precipitation), which cannot serve baseload capacity because of their weather dependence and resulting intermittent nature of these other renewable energy sources.

 

   

Competitive Pricing.    Geothermal power plants, while site specific, are economically feasible to develop, construct, own, and operate in many locations, and the electricity they generate is generally price competitive under existing economic conditions and existing tax and regulatory regimes compared to electricity generated from fossil fuels or other renewable sources.

Ability to Finance Our Activities from Internally Generated Cash Flow.    The cash flow generated by our portfolio of operating geothermal and REG power plants provides us with a robust and predictable base for certain exploration, development, and construction activities.

Growing Legislative Demand for Environmentally-Friendly Renewable Resource Assets.    Most of our currently operating power plants produce electricity from geothermal energy sources. The clean and sustainable characteristics of geothermal energy give us a competitive advantage over fossil fuel-based electricity generation as countries increasingly seek to balance environmental concerns with demands for reliable sources of electricity.

 

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High Efficiency from Vertical Integration.    Unlike our competitors in the geothermal industry, we are a fully-integrated geothermal equipment, services, and power provider. We design, develop, and manufacture equipment that we use in our geothermal and REG power plants. Our intimate knowledge of the equipment that we use in our operations allows us to operate and maintain our power plants efficiently and to respond to operational issues in a timely and cost-efficient manner. Moreover, given the efficient communications among our subsidiary that designs and manufactures the products we use in our operations and our subsidiaries that own and operate our power plants, we are able to quickly and cost effectively identify and repair mechanical issues and to have technical assistance and replacement parts available to us as and when needed.

Exploration and Drilling Capabilities.    We have in-house capabilities to explore and develop geothermal resources and have established a drilling subsidiary that currently owns nine drilling rigs. We employ an experienced resource group that includes engineers, geologists, and drillers, which executes our exploration and drilling plans for projects that we develop.

Highly Experienced Management Team.    We have a highly qualified senior management team with extensive experience in the geothermal power sector. Key members of our senior management team have worked in the power industry for most of their careers and average over 25 years of industry experience.

Technological Innovation.    We have been granted 82 U.S. patents (and have approximately 28 U.S. patents pending) relating to various processes and renewable resource technologies. All of our patents are internally developed. Our ability to draw upon internal resources from various disciplines related to the geothermal power sector, such as geological expertise relating to reservoir management, and equipment engineering relating to power units, allows us to be innovative in creating new technologies and technological solutions.

Limited Exposure to Fuel Price Risk.    A geothermal power plant does not need to purchase fuel (such as coal, natural gas, or fuel oil) in order to generate electricity. Thus, once the geothermal reservoir has been identified and estimated to be sufficient for use in a geothermal power plant, the drilling of wells is complete and the plant has a PPA, the plant is not exposed to fuel price or fuel delivery risk apart from the impact fuel prices may have on the price at which we sell power under PPAs that are based on the relevant power purchaser’s avoided costs.

Although we are confident in our competitive position in light of the strengths described above, we face various challenges in the course of our business operations, including as a result of the risks described in Item 1A — “Risk Factors” below, the trends and uncertainties discussed in “Trends and Uncertainties” under Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below, and the competition we face in our different business segments described under “Competition” below.

Business Strategy

Our strategy is to continue building a geographically balanced portfolio of geothermal and recovered energy assets, and to continue to be a leading manufacturer and provider of products and services related to renewable energy. We intend to implement this strategy through:

 

   

Development and Construction of New Geothermal Power Plants — continuously seeking out commercially exploitable geothermal resources, developing and constructing new geothermal power plants and entering into long-term PPAs providing stable cash flows in jurisdictions where the regulatory, tax and business environments encourage or provide incentives for such development and which meet our investment criteria;

 

   

Development and Construction of Recovered Energy Power Plants — establishing a first-to-market leadership position in recovered energy power plants in North America and building on that experience to expand into other markets worldwide;

 

   

Acquisition of New Assets — acquiring from third parties additional geothermal and other renewable assets that meet our investment criteria;

 

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Manufacturing and Providing Products and Service Related to Renewable Energy — designing, manufacturing and contracting power plants for our own use and selling to third parties power units and other generation equipment for geothermal and recovered energy-based electricity generation;

 

   

Increasing Output from Our Existing Power Plants — increasing output from our existing geothermal power plants by adding additional generating capacity, upgrading plant technology, and improving geothermal reservoir operations, including improving methods of heat source supply and delivery; and

 

   

Technological Expertise — investing in research and development of renewable energy technologies and leveraging our technological expertise to continuously improve power plant components, reduce operations and maintenance costs, develop competitive and environmentally friendly products for electricity generation and target new service opportunities.

Recent Developments

The most significant recent developments in our company and business are described below.

 

   

On January 28, 2013, we announced that our wholly owned subsidiary, Ormat Nevada, and JPM entered into a tax equity partnership transaction involving certain geothermal power plants in California and Nevada. As part of the transaction, Ormat Nevada transferred the plants into a new subsidiary, ORTP, and sold an interest in ORTP to JPM. In connection with the closing, JPM paid to Ormat Nevada approximately $35.7 million and will make additional payments to ORTP based on the value of PTCs generated by the portfolio over time that are expected to be made until December 31, 2016 and add up to approximately $8.7 million. See detailed description of the transaction under Item 7 — “Management Discussion and Analysis of Financial Condition and Results of Operations” below.

 

   

On January 23, 2013, we announced that we will record an impairment charge to the North Brawley power plant located in Imperial County, California. We recorded an impairment charge to the North Brawley power plant in the fourth quarter of 2012, in an amount of $229.1 million. The North Brawley power plant was placed in service under its power purchase agreement with Southern California Edison in 2010 and since then has been operating at capacities between 20 MW and 33 MW. Due to recent developments, detailed under “Description of Our Power Plants” below, we have decided to operate the plant at the current capacity level of approximately 27 MW and refrain from additional capital investment to expand the capacity.

 

   

In November 2012, we entered into an agreement with Geotermica Platanares to acquire a late stage development geothermal project in Honduras. The project consists of the rights to a field where exploration work has been conducted in the past and a PPA for up to 35 MW with ENEE, the national utility of Honduras. Upon the fulfillment of certain conditions and the closing of the transaction, we will become the owner of all the project’s assets, including wells, land, the PPA and the necessary permits to develop a geothermal project. Once the well field is fully appraised and the power plant is constructed, we will hold the assets under a BOT structure for approximately 15 years.

 

   

In November 2012, our indirect wholly owned subsidiary, OrPower 4, met the distribution requirements under a finance agreement signed in August 2012 with OPIC, an agency of the United States Governments, for limited-recourse project financing totaling up to $310 million for the Olkaria III geothermal power complex located in Naivasha, Kenya. The OPIC financing is described in detail under Item 7 — “Management Discussion and Analysis of Financial Condition and Results of Operations” below.

 

   

In 2012, we entered into two new PPAs with PG&E under the RAM program in California (discussed below in Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Trends and Uncertainties”) to replace the existing SO#4 PPAs:

 

   

We signed a 20-year PPA that was approved by the CPUC, for the sale of up to 14 MW of energy to be produced from the G3 power plant in the Mammoth complex in California. Subject to final agreement with the current off-taker, Southern California Edison, we expect to start selling the electricity under the new PPA in April 2013.

 

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We signed a 20-year PPA for the sale of up to 7.5 MW of energy to be produced from the G1 power plant in the Mammoth complex in California. The PPA is subject to the approval of the CPUC and to final agreement with Southern California Edison. We expect to start selling the electricity under the new PPA at the end of 2013.

 

   

Since April 2012, we have entered into several derivatives transactions to reduce our exposure to fluctuations in the price of natural gas and oil under our PPAs with Southern California Edison and under the 25 MW PPA for the Puna complex. These transactions have not been designated as hedge transactions and are marked to market with the corresponding gains or losses recognized within electricity revenues.

 

   

In October 2012, we entered into NGI swap contracts for settlement effective from January 1, 2013 until December 31, 2013. The swap contracts have monthly settlements whereby the difference between the NGI and fixed price of $4.00 per MMbtu will be settled on a cash basis. Under the terms of these contracts, we will make floating rate payments to the bank and receive fixed rate payments from the bank on each settlement date. These swap contracts fix the energy rates under the SO#4 PPAs. The capacity payments under these PPAs remain fixed.

 

   

In September 2012, we entered into European put transactions with two banks for settlement effective from January 1, 2013 until December 31, 2013, pursuant to which we purchased NYMEX Heating Oil and ICE Brent put options. We entered into these transactions because both options had a high correlation with the avoided costs that HELCO uses to calculate the energy rate for the 25 MW PPA for the Puna complex. Under these transactions, we will receive on each settlement date the difference between the strike price and the respective monthly average market price of the relevant commodity. If the strike price is lower than the monthly average market price, no payment will be made. These transactions ensure a minimum on-peak energy rate and the capacity payments under these PPAs remain fixed.

 

   

In July 2012, we entered into a European put transaction with a bank for settlement effective from August 1, 2012, pursuant to which we purchased a natural gas put option for 0.7 million MMbtus that settled against NGI on December 31, 2012. We entered into this transaction in order to reduce our exposure to NGI below $3.19 per MMbtu under our SO#4 PPAs with Southern California Edison. The transaction was settled on December 31, 2012.

 

   

In May 2012, we entered into a European put transaction with a bank for settlement effective from July 1, 2012, pursuant to which we purchased a natural gas put option for 4.4 million MMbtus that settled against NGI on December 31, 2012. We entered into this transaction in order to reduce our exposure to NGI below $3.08 per MMbtu under our California SO#4 PPAs with Southern California Edison. The transaction was settled on December 31, 2012.

 

   

In April 2012, we entered into a NYMEX Heating Oil swap contract (85%) and an ICE Brent swap contract (15%) with a bank, each of which is effective from May 1, 2012 until March 31, 2013. We entered into these contracts because both swaps had a high correlation with the avoided costs that HELCO uses to calculate the energy rate for the 25 MW PPA for the Puna complex. Fuel prices in April 2012 were at historically high levels and we wanted to protect ourselves from a decrease in prices over the next twelve months. The contracts did not have up-front costs. Under the terms of these contracts, we will make floating rate payments to the bank and receive fixed rate payments from the bank on each settlement date. The swap contracts have monthly settlements whereby the difference between the fixed price and the monthly average price will be settled on a cash basis.

 

   

In the second and third quarters of 2012, we received approximately $119.2 million in cash grants from the U.S. Treasury under Section 1603 of the ARRA for specified energy property in lieu of tax credits relating to the enhancement of our Puna geothermal complex, and to our Jersey Valley, Tuscarora and McGinness Hills geothermal power plants.

 

   

In August 2012, NV Energy approved the commercial operation date of our 33 MW McGinness Hills power plant in Nevada and the full energy price under the PPA has been paid retroactive to July 1, 2012.

 

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In July 2012, our wholly owned subsidiary, Ormat Nevada, entered into a $61.4 million EPC contract with Enel Green Power. Under the terms of the EPC contract, we will provide two air-cooled Ormat Energy Converters at Enel Green Power’s Cove Fort geothermal power plant project in southern Utah. Previously in April 2012, we entered into an interim agreement in the amount of $9.1 million to ensure timely completion of the project.

 

   

In May 2012, NV Energy approved the commercial operation date of our 18 MW Tuscarora power plant in Nevada and the full energy price under the PPA has been paid retroactive to January 1, 2012.

 

   

In May 2012, Bronicki Investments Ltd. (Bronicki Investments), a shareholder of Ormat Industries, completed the sale of part of its interest in Ormat Industries to FIMI ENRG Limited Partnership, a newly formed Israeli partnership, and FIMI ENRG, L.P., a newly formed Delaware partnership, both controlled by FIMI Opportunity IV (collectively, FIMI), whereby Bronicki Investments sold to FIMI approximately11.7% of the issued and outstanding shares of Ormat Industries. Following consummation of the transaction, each of Bronicki Investments and FIMI held 22.499% of the issued and outstanding shares of Ormat Industries, and the parties collectively owned 44.999% of the issued and outstanding shares of Ormat Industries. In addition, effective May 22, 2012, Gillon Beck, a senior partner in FIMI, was appointed as the Chairman of our Board of Directors; Ami Boehm, David Granot and Robert E. Joyal were appointed to our Board; and Lucien Y. Bronicki (our former Chairman), Roger W. Gale and David Wagener (former members of our Board) resigned from their respective positions on our Board of Directors.

Operations of our Electricity Segment

How We Own Our Power Plants.    We customarily establish a separate subsidiary to own interests in each power plant. Our purpose in establishing a separate subsidiary for each plant is to ensure that the plant, and the revenues generated by it, will be the only source for repaying indebtedness, if any, incurred to finance the construction or the acquisition (or to refinance the acquisition) of the relevant plant. If we do not own all of the interest in a power plant, we enter into a shareholders agreement or a partnership agreement that governs the management of the specific subsidiary and our relationship with our partner in connection with the specific power plant. Our ability to transfer or sell our interest in certain power plants may be restricted by certain purchase options or rights of first refusal in favor of our power plant partners or the power plant’s power purchasers and/or certain change of control and assignment restrictions in the underlying power plant and financing documents. All of our domestic geothermal and REG power plants, with the exception of the Puna complex, which is an Exempt Wholesale Generator, are Qualifying Facilities under the PURPA, and are eligible for regulatory exemptions from most provisions of the FPA and certain state laws and regulations.

How We Explore and Evaluate Geothermal Resources.    Since 2006, we have expanded our exploration activities, particularly in the U.S. and recently also internationally. These activities generally involve:

 

   

Identifying and evaluating potential geothermal resources using information available to us from public and private resources as described under “Initial Evaluation” below.

 

   

Acquisition of land rights to any geothermal resources our initial evaluation indicates could potentially support a commercially viable power plant, taking into account various factors described under “Land Acquisition” below.

 

   

Conducting geophysical and geochemical surveys on some or all of the sites acquired, as described under “Surveys” below.

 

   

Obtaining permits to conduct exploratory drilling, as described under “Environmental Permits” below.

 

   

Drilling one or more exploratory wells on some or all of the sites to confirm and/or define the geothermal resource where indicated by our surveys and creating access roads to drilling locations and related activities, as described under “Exploratory Drilling” below.

 

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Drilling a full-size well (as described below) if our exploratory drilling indicates the geothermal resource can support a commercially viable power plant taking into account various factors described below under “Exploratory Drilling”. Drilling a full-size well is the point at which we usually consider a site moves from exploration to construction or development.

It normally takes us 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 and determine to pursue its development.

Initial Evaluation.    As part of our initial evaluation, we generally adhere to the following process, although our process can vary from site to site depending on the particular circumstances involved:

 

   

We evaluate historic, geologic and geothermal information available from public and private databases.

 

   

For some sites, we may obtain and evaluate additional information from other industry participants, such as where oil or gas wells may have been drilled on or near a site.

 

   

We generally create a digital, spatial geographic information systems database containing all pertinent information, including thermal water temperature gradients derived from historic drilling, geologic mapping information (e.g., formations, structure and topography), and any available archival information about the geophysical properties of the potential resource.

 

   

We assess other relevant information, such as infrastructure (e.g., roads and electric transmission lines), natural features (e.g., springs and lakes), and man-made features (e.g., old mines and wells).

Our initial evaluation is usually conducted by our own staff, although we might engage outside service providers for some tasks from time to time. The costs associated with an initial evaluation vary from site to site, based on various factors, including the acreage involved and the costs, if any, of obtaining information from private databases or other sources. On average, our expenses for an initial evaluation of a site range from approximately $20,000 to $100,000.

If we conclude, based on the information considered in the initial evaluation, that the geothermal resource can support a commercially viable power plant, taking into account various factors described below, we proceed to land rights acquisition.

Land Acquisition.    For domestic power plants, we either lease or own the sites on which our power plants are located. For our foreign power plants, our lease rights for the plant site are generally contained in the terms of a concession agreement or other contract with the host government or an agency thereof. In certain cases, we also enter into one or more geothermal resource leases (or subleases) or a concession or other agreement granting us the exclusive right to extract geothermal resources from specified areas of land, with the owners (or sublessors) of such land. In some cases we obtain first the exploration license and once certain investment requirements are met, we can obtain the exploitation rights. This usually gives us the right to explore, develop, operate, and maintain the geothermal field, including, among other things, the right to drill wells (and if there are existing wells in the area, to alter them) and build pipelines for transmitting geothermal fluid. In certain cases, the holder of rights in the geothermal resource is a governmental entity and in other cases a private entity. Usually the duration of the lease (or sublease) and concession agreement corresponds to the duration of the relevant PPA, if any. In certain other cases, we own the land where the geothermal resource is located, in which case there are no restrictions on its utilization. Leasehold interests in federal land in the United States are regulated by the BLM and the Minerals Management Service. These agencies have rules governing the geothermal leasing process as discussed below under “Description of Our Leases and Lands”.

For most of our current exploration sites in the U.S., we acquire rights to use geothermal resource through land leases with the BLM, with various states, or through private leases. Under these leases, we typically pay an up-front non-refundable bonus payment, which is a component of the competitive lease process. In addition, we undertake to pay nominal, fixed annual rent payments for the period from the commencement of the lease

 

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through the completion of construction. Upon the commencement of power generation, we begin to pay to the lessors long-term royalty payments based on the use of the geothermal resources as defined in the respective agreements. These payments are contingent on the power plant’s revenues. A summary of our typical lease terms is provided below under “Description of our Leases and Lands”.

The up-front bonus and royalty payments vary from site to site and are based, among other things, on current market conditions.

Surveys.    Following the acquisition of land rights for a potential geothermal resource, we conduct surface water analyses and soil surveys to determine proximity to possible heat flow anomalies and up-flow/permeable zones and augment our digital database with the results of those analyses. We then initiate a suite of geophysical surveys (e.g., gravity, magnetics, resistivity, magnetotellurics, and spectral surveys) to assess surface and sub-surface structure (e.g., faults and fractures) and develop a roadmap of fluid-flow conduits and overall permeability. All pertinent geophysical data are then used to create three-dimensional geothermal reservoir models that are used to identify drill locations.

We make a further determination of the commercial viability of the geothermal resource based on the results of this process, particularly the results of the geochemical and geophysical surveys. If the results from the geochemical and geophysical surveys are poor (i.e., low derived resource temperatures or poor permeability), we will re-evaluate the commercial viability of the geothermal resource and may not proceed to exploratory drilling.

Exploratory Drilling.    If we proceed to exploratory drilling, we generally will use outside contractors to create access roads to drilling sites. In the last two years we concentrated efforts to reduce exploration costs, and therefore, after obtaining drilling permits, we generally drill temperature gradient holes and/or core holes that are lower cost than slim holes (used in the past) using either our own drilling equipment or outside contractors. If the core hole is “cold” or does not support the assumed permeability, it may be capped and the area reclaimed if we conclude that the geothermal resource will not support a commercially viable power plant. If the obtained data supports a conclusion that the geothermal resource can support a commercially viable power plant, it will be used as an observation well to monitor and define the geothermal resource. However, to reduce construction risk we may also decide to drill a full-size well.

The costs we incur for exploratory drilling vary from site to site based on various factors, including the accessibility of the drill site, the geology of the site, and the depth of the resource, among other things. However, on average, exploration drilling costs, excluding drilling of a full-size well, are approximately $3.0 million for each site.

At various points during our exploration activities, we re-assess whether the geothermal resource involved will support a commercially viable power plant based on information available at that time. Among other things, we consider the following factors:

 

   

New information obtained concerning the geothermal resource as our exploration activities proceed, and particularly the expected MW capacity power plant the resource can be expected to support.

 

   

Current and expected market conditions and rates for contracted and merchant electric power in the market(s) to be serviced.

 

   

Anticipated costs associated with further exploration activities.

 

   

Anticipated costs for design and construction of a power plant at the site.

 

   

Anticipated costs for operation of a power plant at the site, particularly taking into account the ability to share certain types of costs (such as control rooms) with one or more other power plants that are, or are expected to be, operating near the site.

If we conclude that the geothermal resource involved will support a commercially viable power plant, we proceed to constructing a power plant at the site.

 

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How We Construct Our Power Plants.    The principal phases involved in constructing one of our geothermal power plants are as follows:

 

   

Drilling production wells.

 

   

Designing the well field, power plant, equipment, controls, and transmission facilities.

 

   

Obtaining any required permits.

 

   

Manufacturing (or in the case of equipment we do not manufacture ourselves, purchasing) the equipment required for the power plant.

 

   

Assembling and constructing the well field, power plant, transmission facilities, and related facilities.

It generally takes approximately two years from the time we drill a production well, until the power plant becomes operational.

Drilling Production Wells.    We consider completing the drilling of first production well as the beginning of our construction phase for a power plant. However, it is not always sufficient for a full release for construction. The number of production wells varies from plant to plant depending, among other things, on the geothermal resource, the projected capacity of the power plant, the power generation equipment to be used and the way geothermal fluids will be re-injected to maintain the geothermal resource and surface conditions. The production wells are normally drilled by our own drilling equipment although in some cases we use outside contractors.

The cost for each production well varies depending, among other things, on the depth and size of the well and market conditions affecting the supply and demand for drilling equipment, labor and operators. Our average costs for each production well is approximately $4.0 million.

Design.    We use our own employees to design the well field and the power plant, including equipment that we manufacture and that will be needed for the power plant. The designs vary based on various factors, including local laws, required permits, the geothermal resource, the expected capacity of the power plant and the way geothermal fluids will be re-injected to maintain the geothermal resource and surface conditions.

Permits.    We use our own employees and outside consultants to obtain any required permits and licenses for our power plants that are not already covered by the terms of our site leases. The permits and licenses required vary from site to site, and are described below under “Environmental Permits”.

Manufacturing.    Generally, we manufacture most of the power generating unit equipment we use at our power plants. Multiple sources of supply are generally available for all other equipment we do not manufacture.

Construction.    We use our own employees to manage the construction work. For site grading, civil, mechanical, and electrical work we use subcontractors.

During the year ended December 31, 2012 we focused, in the Electricity Segment, on the construction of the McGinness Hills power plant, and the Wild Rose and Olkaria III Plant 2 projects in order to meet the respective completion deadlines. The uncertainty around future federal support and the temporary weakness in the PPA market in the western United States reduced the number of our projects that were moved to construction in 2012. During the year ended December 31, 2011, one site (Olkaria III Plant 2) moved to construction, and during the year ended December 31, 2010, two sites (CD4 at the Mammoth complex and Wild Rose) moved to construction.

We discontinued exploration activities at five sites in Nevada during the year ended December 31, 2012 and at one site in Nevada during the year ended December 31, 2010. Those sites were Leach Hot springs, Hyder Hot springs, Seven Devil, Smith Creek and Walker River in 2012 and Gabbs Valley in 2010. After conducting exploratory drilling in those sites, we concluded that the geothermal resource would not support commercial operations at this time. Costs associated with exploration activities at these sites were expensed accordingly. No exploration activities were discontinued in 2011 (see “Write-off of Unsuccessful Exploration Activities” under Item 7 — “Management Discussion and Analysis of Financial Condition and Results of Operations”).

 

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Five new sites were added to our exploration and development activities in the year ended December 31, 2012, compared with thirteen sites in the year ended December 31, 2011 and with seven sites in the year ended December 31, 2010.

How We Operate and Maintain Our Power Plants.    In the U.S. we usually employ our subsidiary, Ormat Nevada, to act as operator of our power plants pursuant to the terms of an operation and maintenance agreement. Operation and maintenance of our foreign projects are generally provided by our subsidiary that owns the relevant project. Our operations and maintenance practices are designed to minimize operating costs without compromising safety or environmental standards while maximizing plant flexibility and maintaining high reliability. Our operations and maintenance practices for geothermal power plants seek to preserve the sustainable characteristics of the geothermal resources we use to produce electricity and maintain steady-state operations within the constraints of those resources reflected in our relevant geologic and hydrologic studies. Our approach to plant management emphasizes the operational autonomy of our individual plant or complex managers and staff to identify and resolve operations and maintenance issues at their respective power plants; however each power plant or complex draws upon our available collective resources and experience, and that of our subsidiaries. We have organized our operations such that inventories, maintenance, backup, and other operational functions are pooled within each power plant complex and provided by one operation and maintenance provider. This approach enables us to realize cost savings and enhances our ability to meet our power plant availability goals.

Safety is a key area of concern to us. We believe that the most efficient and profitable performance of our power plants can only be accomplished within a safe working environment for our employees. Our compensation and incentive program includes safety as a factor in evaluating our employees, and we have a well-developed reporting system to track safety and environmental incidents, if any, at our power plants.

How We Sell Electricity.    In the U.S., the purchasers of power from our power plants are typically investor-owned electric utility companies. Outside of the United States, the purchaser is either a state-owned utility or a privately-owned entity and we typically operate our facilities pursuant to rights granted to us by a governmental agency pursuant to a concession agreement. In each case, we enter into long-term contracts (typically called PPAs) for the sale of electricity or the conversion of geothermal resources into electricity. Although a power plant’s revenues under a PPA previously generally consisted of two payments — energy payments and capacity payments, our recent PPAs provide for energy payments only. Energy payments are normally based on a power plant’s electrical output actually delivered to the purchaser measured in kilowatt hours, with payment rates either fixed or indexed to the power purchaser’s “avoided” power costs (i.e., the costs the power purchaser would have incurred itself had it produced the power it is purchasing from third parties) or rates that escalate at a predetermined percentage each year. Capacity payments are normally calculated based on the generating capacity or the declared capacity of a power plant available for delivery to the purchaser, regardless of the amount of electrical output actually produced or delivered. In addition, most of our domestic power plants located in California are eligible for capacity bonus payments under the respective PPAs upon reaching certain levels of generation.

How We Finance Our Power Plants.    Historically we have funded our power plants with a combination of non-recourse or limited recourse debt, lease financing, parent company loans, and internally generated cash, which includes funds from operation, as well as proceeds from loans under corporate credit facilities, sale of securities, and other sources of liquidity. Such leveraged financing permits the development of power plants with a limited amount of equity contributions, but also increases the risk that a reduction in revenues could adversely affect a particular power plant’s ability to meet its debt obligations. Leveraged financing also means that distributions of dividends or other distributions by plant subsidiaries to us are contingent on compliance with financial and other covenants contained in the financing documents.

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

 

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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”. Project financing transactions generally are structured so that all revenues of a power plant are deposited directly with a bank or other financial institution acting as escrow or security deposit agent. These funds are then payable in a specified order of priority set forth in the financing documents to ensure that, to the extent available, they are used to first pay operating expenses, senior debt service (including lease payments) and taxes, and to fund reserve accounts. Thereafter, subject to satisfying debt service coverage ratios and certain other conditions, available funds may be disbursed for management fees or dividends or, where there are subordinated lenders, to the payment of subordinated debt service.

In the event of a foreclosure after a default, our affiliate that owns the power plant would only retain an interest in the 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 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. To the extent we become liable under such guarantees and other agreements in respect of a particular power plant, distributions received by us from other power plants and other sources of cash available to us may be required to be used to satisfy these obligations. To the extent of these limited recourse obligations, creditors of a project financing of a particular power plant may have direct recourse to us.

We have also used financing structures to monetize PTCs and other favorable tax benefits derived from the financed power plants and an operating lease arrangement for one of our power plants.

How We Mitigate International Political Risk.    We generally purchase insurance policies to cover our exposure to certain political risks involved in operating in developing countries, as described below under “Insurance”. To date, our political risk insurance contracts are with the Multilateral Investment Guaranty Agency (MIGA), a member of the World Bank Group, and Zurich Re, a private insurance and re-insurance company. Such insurance policies generally cover, subject to the limitations and restrictions contained therein, 80-90% of our revenue loss resulting from a specified governmental act such as confiscation, expropriation, riots, the inability to convert local currency into hard currency, and, in certain cases, the breach of agreements. We have obtained such insurance for all of our foreign power plants in operation.

Description of Our Leases and Lands

We have domestic leases on approximately 403,400 acres of federal, state, and private land in Alaska, California, Hawaii, Idaho, Nevada, New Mexico, Oregon and Utah. The approximate breakdown between federal, state, private leases and owned land is as follows:

 

   

76% are leases with the U.S. government, acting through the BLM;

 

   

13% are leases with private landowners and/or leaseholders;

 

   

9% are leases with various states, none of which is currently material; and

 

   

2% are owned by us.

Each of the leases within each of the categories has standard terms and requirements, as summarized below. Internationally, our land position includes approximately 366,300 acres, most of which are geothermal exploration licenses in six prospects in Chile.

 

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Bureau of Land Management (BLM) Geothermal Leases

Certain of our domestic project subsidiaries have entered into geothermal resources leases with the U.S. government, pursuant to which they have obtained the right to conduct their geothermal development and operations on federally-owned land. These leases are made pursuant to the Geothermal Steam Act and the lessor under such leases is the U.S. government, acting through the BLM.

BLM geothermal leases grant the geothermal lessee the right and privilege to drill for, extract, produce, remove, utilize, sell, and dispose of geothermal resources on certain lands, together with the right to build and maintain necessary improvements thereon. The actual ownership of the geothermal resources and other minerals beneath the land is retained in the federal mineral estate. The geothermal lease does not grant to the geothermal lessee the exclusive right to develop the lands, although the geothermal lessee does hold the exclusive right to develop geothermal resources within the lands. The geothermal lessee does not have the right to develop minerals unassociated with geothermal production and cannot prohibit others from developing the minerals present in the lands. The BLM may grant multiple leases for the same lands and, when this occurs, each lessee is under a duty to not unreasonably interfere with the development rights of the other. Because BLM leases do not grant to the geothermal lessee the exclusive right to use the surface of the land, BLM may grant rights to others for activities that do not unreasonably interfere with the geothermal lessee’s uses of the same land; such other activities may include recreational use, off-road vehicles, and/or wind or solar energy developments.

Certain BLM leases issued before August 8, 2005 include covenants that require the projects to conduct their operations under the lease in a workmanlike manner and in accordance with all applicable laws and BLM directives and to take all mitigating actions required by the BLM to protect the surface of and the environment surrounding the land. Additionally, certain leases contain additional requirements, some of which concern the mitigation or avoidance of disturbance of any antiquities, cultural values or threatened or endangered plants or animals, the payment of royalties for timber, and the imposition of certain restrictions on residential development on the leased land.

BLM leases entered into after August 8, 2005 require the geothermal lessee to conduct operations in a manner that minimizes impacts to the land, air, water, to cultural, biological, visual, and other resources, and to other land uses or users. The BLM may require the geothermal lessee to perform special studies or inventories under guidelines prepared by the BLM. The BLM reserves the right to continue existing leases and to authorize future uses upon or in the leased lands, including the approval of easements or rights-of-way. Prior to disturbing the surface of the leased lands, the geothermal lessee must contact the BLM to be apprised of procedures to be followed and modifications or reclamation measures that may be necessary. Subject to BLM approval, geothermal lessees may enter into unit agreements to cooperatively develop a geothermal resource. The BLM reserves the right to specify rates of development and to require the geothermal lessee to commit to a communalization or unitization agreement if a common geothermal resource is at risk of being overdeveloped.

Typical BLM leases issued to geothermal lessees before August 8, 2005 have a primary term of ten years and will renew so long as geothermal resources are being produced or utilized in commercial quantities, but cannot exceed a period of forty years after the end of the primary term. If at the end of the forty-year period geothermal steam is still being produced or utilized in commercial quantities and the lands are not needed for other purposes, the geothermal lessee will have a preferential right to renew the lease for a second forty-year term, under terms and conditions as the BLM deems appropriate.

BLM leases issued after August 8, 2005 have a primary term of ten years. If the geothermal lessee does not reach commercial production within the primary term, the BLM may grant two five-year extensions if the geothermal lessee: (i) satisfies certain minimum annual work requirements prescribed by the BLM for that lease, or (ii) makes minimum annual payments. Additionally, if the geothermal lessee is drilling a well for the purposes of commercial production, the primary term (as it may have been extended) may be extended for five years and as long thereafter as steam is being produced and used in commercial quantities (meaning the geothermal lessee either begins producing geothermal resources in commercial quantities or has a well capable of producing

 

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geothermal resources in commercial quantities and is making diligent efforts to utilize the resource) for thirty-five years. If, at the end of the extended thirty-five year term, geothermal steam is still being produced or utilized in commercial quantities and the lands are not needed for other purposes, the geothermal lessee will have a preferential right to renew the lease for fifty-five years, under terms and conditions as the BLM deems appropriate.

For BLM leases issued before August 8, 2005, the geothermal lessee is required to pay an annual rental fee (on a per acre basis), which escalates according to a schedule described therein, until production of geothermal steam in commercial quantities has commenced. After such production has commenced, the geothermal lessee is required to pay royalties (on a monthly basis) on the amount or value of (i) steam, (ii) by-products derived from production, and (iii) commercially de-mineralized water sold or utilized by the project (or reasonably susceptible to such sale or use).

For BLM leases issued after August 8, 2005, (i) a geothermal lessee who has obtained a lease through a non-competitive bidding process will pay an annual rental fee equal to $1.00 per acre for the first ten years and $5.00 per acre each year thereafter; and (ii) a geothermal lessee who has obtained a lease through a competitive process will pay a rental equal to $2.00 per acre for the first year, $3.00 per acre for the second through tenth year and $5.00 per acre each year thereafter. Rental fees paid before the first day of the year for which the rental is owed will be credited towards royalty payments for that year. For BLM leases issued, effective, or pending on August 5, 2005 or thereafter, royalty rates are fixed between 1.0-2.5% of the gross proceeds from the sale of electricity during the first ten years of production under the lease. The royalty rate set by the BLM for geothermal resources produced for the commercial generation of electricity but not sold in an arm’s length transaction is 1.75% for the first ten years of production and 3.5% thereafter. The royalty rate for geothermal resources sold by the geothermal lessee or an affiliate in an arm’s length transaction is 10.0% of the gross proceeds from the arm’s length sale. The BLM may readjust the rental or royalty rates at not less than twenty year intervals beginning thirty-five years after the date geothermal steam is produced.

In the event of a default under any BLM lease, or the failure to comply with any of the provisions of the Geothermal Steam Act or regulations issued under the Geothermal Steam Act or the terms or stipulations of the lease, the BLM may, 30 days after notice of default is provided to the relevant project, (i) suspend operations until the requested action is taken, or (ii) cancel the lease.

Private Geothermal Leases

Certain of our domestic project subsidiaries have entered into geothermal resources leases with private parties, pursuant to which they have obtained the right to conduct their geothermal development and operations on privately owned land. In many cases, the lessor under these private geothermal leases owns only the geothermal resource and not the surface of the land.

Typically, the leases grant our project subsidiaries the exclusive right and privilege to drill for, produce, extract, take and remove from the leased land water, brine, steam, steam power, minerals (other than oil), salts, chemicals, gases (other than gases associated with oil), and other products produced or extracted by such project subsidiary. The project subsidiaries are also granted certain non-exclusive rights pertaining to the construction and operation of plants, structures, and facilities on the leased land. Additionally, the project subsidiaries are granted the right to dispose of waste brine and other waste products as well as the right to re-inject into the leased land water, brine, steam, and gases in a well or wells for the purpose of maintaining or restoring pressure in the productive zones beneath the leased land or other land in the vicinity. Because the private geothermal leases do not grant to the lessee the exclusive right to use the surface of the land, the lessor reserves the right to conduct other activities on the leased land in a manner that does not unreasonably interfere with the geothermal lessee’s uses of the same land, which other activities may include agricultural use (farming or grazing), recreational use and hunting, and/or wind or solar energy developments.

 

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The leases provide for a term consisting of a primary term in the range of five to 30 years, depending on the lease, and so long thereafter as lease products are being produced or the project subsidiary is engaged in drilling, extraction, processing, or reworking operations on the leased land.

As consideration under most of our project subsidiaries’ private leases, the project subsidiary must pay to the lessor a certain specified percentage of the value “at the well” (which is not attributable to the enhanced value of electricity generation), gross proceeds, or gross revenues of all lease products produced, saved, and sold on a monthly basis. In certain of our project subsidiaries’ private leases, royalties payable to the lessor by the project subsidiary are based on the gross revenues received by the lessee from the sale or use of the geothermal substances, either from electricity production or the value of the geothermal resource “at the well”.

In addition, pursuant to the leases, the project subsidiary typically agrees to commence drilling, extraction or processing operations on the leased land within the primary term, and to conduct such operations with reasonable diligence until lease products have been found, extracted and processed in quantities deemed “paying quantities” by the project subsidiary, or until further operations would, in such project subsidiary’s judgment, be unprofitable or impracticable. The project subsidiary has the right at any time within the primary term to terminate the lease and surrender the relevant land. If the project subsidiary has not commenced any such operations on said land (or on the unit area, if the lease has been unitized), or terminated the lease within the primary term, the project subsidiary must pay to the lessor, in order to maintain its lease position, annually in advance, a rental fee until operations are commenced on the leased land.

If the project subsidiary fails to pay any installment of royalty or rental when due and if such default continues for a period of fifteen days specified in the lease, for example, after its receipt of written notice thereof from the lessor, then at the option of the lessor, the lease will terminate as to the portion or portions thereof as to which the project subsidiary is in default. If the project subsidiary defaults in the performance of any obligations under the lease, other than a payment default, and if, for a period of 90 days after written notice is given to it by the lessor of such default, the project subsidiary fails to commence and thereafter diligently and in good faith take remedial measures to remedy such default, the lessor may terminate the lease.

We do not regard any property that we lease as material unless and until we begin construction of a power plant on the property, that is, until we drill a production well on the property.

Exploration Concessions in Chile

We have been awarded six exploration concessions in Chile, under which we have the rights to start exploration work with an original term of two years. Prior to the last six months of the original term of each exploration concession, we can request its extension for an additional period of two years. According to applicable regulations, the extension of the exploration concession is subject to the receipt by the Ministry of Energy of evidence that at least 25% of the planned investments for the execution of the project, as reflected in the relevant proposal submitted during the tender process, has been invested. Following submission of the request, the Ministry of Energy has three months in which it may grant or deny the extension. As of the date of this report we have received an extension for one of the six concessions.

 

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Description of Our Power Plants

Domestic Power Plants

The following descriptions summarize certain industry metrics for our domestic power plants:

Brady Complex

 

Location

Churchill County, Nevada

 

Generating Capacity

20 MW

 

Number of Power Plants

Two (Brady and Desert Peak 2 power plants).

 

Technology

The Brady complex utilizes binary and flash systems. The complex uses air and water cooled systems.

 

Subsurface Improvements

12 production wells and six injection wells are connected to the plants through a gathering system.

 

Major Equipment

Three OEC units and three steam turbines along with the Balance of Plant equipment.

 

Age

The Brady power plant commenced commercial operations in 1992 and a new OEC unit was added in 2004. The Desert Peak 2 power plant commenced commercial operation in 2007.

 

Land and Mineral Rights

The Brady complex area is comprised mainly of BLM leases. The leases are held by production. The scheduled expiration dates for all of these leases are after the end of the expected useful life of the power plants. The complex’s rights to use the geothermal and surface rights under the leases are subject to various conditions, as described in “Description of Our Leases and Lands”.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted pursuant to the leases, and the Brady power plant holds right of ways from the BLM and from the private owner that allows access to and from the plant.

 

Resource Information

The resource temperature at Brady is 274 degrees Fahrenheit and at Desert Peak 2 is 370 degrees Fahrenheit.

 

  The Brady and Desert Peak geothermal systems are located within the Hot Springs Mountains, approximately 60 miles northeast of Reno, Nevada, in northwestern Churchill County.

 

  The dominant geological feature of the Brady area is a linear NNE-trending band of hot ground that extends for a distance of two miles.

 

  The Desert Peak geothermal field is located within the Hot Springs Mountains, which form part of the western boundary of the Carson Sink. The structure is characterized by east-titled fault blocks and NNE-trending folds.

 

  Geologic structure in the area is dominated by high-angle normal faults of varying displacement.

 

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Resource Cooling

Approximately four degrees Fahrenheit per year was observed at Brady during the past 15 years of production. The temperature decline at Desert Peak is less than one degree Fahrenheit per year.

 

Sources of Makeup Water

Condensed steam is used for makeup water.

 

Power Purchaser

Brady power plant — Sierra Pacific Power Company. Desert Peak 2 power plant — Nevada Power Company.

 

PPA Expiration Date

Brady power plant — 2022. Desert Peak 2 power plant — 2027.

 

Financing

OFC Senior Secured Notes and ORTP Transaction in the case of Brady, and OPC Transaction in the case of Desert Peak 2.

Heber Complex

 

Location

Heber, Imperial County, California

 

Generating Capacity

92 MW

 

Number of Power Plants

Five (Heber 1, Heber 2, Heber South, G-1 and G-2).

 

Technology

The Heber 1 plant utilizes dual flash and the Heber 2, Heber South, G-1 and G-2 plants utilize binary systems. The complex uses a water cooled system.

 

Subsurface Improvements

31 production wells and 34 injection wells connected to the plants through a gathering system.

 

Major Equipment

17 OEC units and one steam turbine with the Balance of Plant equipment.

 

Age

The Heber 1 plant commenced commercial operations in 1985 and the Heber 2 plant in 1993. The G-1 plant commenced commercial operation in 2006 and the G-2 plant in 2005. The Heber South plant commenced commercial operation in 2008.

 

Land and Mineral Rights

The total Heber area is comprised of mainly private leases. The leases are held by production. The scheduled expiration dates for all of these leases are after the end of the expected useful life of the power plants.

 

  The complex’s rights to use the geothermal and surface rights under the leases are subject to various conditions, as described above in “Description of Our Leases and Lands”.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted pursuant to the leases.

 

Resource Information

The resource supplying the flash flowing Heber 1 wells averages 348 degrees Fahrenheit. The resource supplying the pumped Heber 2 wells averages 318 degrees Fahrenheit.

 

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  Heber production is from deltaic sedimentary sandstones deposited in the subsiding Salton Trough of California’s Imperial Valley. Produced fluids rise from near the magmatic heated basement rocks (18,000 feet) via fault/fracture zones to the near surface. Heber 1 wells produce directly from deep (4,000 to 8,000 feet) fracture zones. Heber 2 wells produce from the nearer surface (2,000 to 4,000 feet) matrix permeability sandstones in the horizontal outflow plume fed by the fractures from below and the surrounding ground waters.

 

  Scale deposition in the flashing Heber 1 producers is controlled by down- hole chemical inhibition supplemented with occasional mechanical cleanouts and acid treatments. There is no scale deposition in the Heber 2 production wells.

 

Resource Cooling

One degree Fahrenheit per year was observed during the past 20 years of production.

 

Sources of Makeup Water

Water is provided by condensate and by the IID.

 

Power Purchaser

Two PPAs with Southern California Edison and one PPA with SCPPA.

 

PPA Expiration Date

Heber 1 — 2015, Heber 2 — 2023, and Heber South — 2031. The output from the G-1 and G-2 power plants is sold under the PPAs of Southern California Edison and SCPPA.

 

Financing

OrCal Senior Secured Notes and ORTP Transaction.

 

Supplemental Information

As a result of the transition to variable energy rates under the Heber 1 and Heber 2 PPAs and the significant decline in natural gas prices, we have experienced a substantial reduction in 2012 revenues. We expect that once the PPAs are replaced or expired we will be able to secure a rate higher than the current rate.

 

  We have revised our investment plans to optimize the operation of the complex rather than increasing the generating capacity. We plan to add additional wells and replace part of the old equipment with new equipment.

Jersey Valley Power Plant

 

Location

Pershing County, Nevada

 

Generating Capacity

12 MW (See supplemental information below)

 

Number of Power Plants

One

 

Technology

The Jersey Valley power plant utilizes an air cooled binary system.

 

Subsurface Improvements

Two production wells and four injection wells are connected to the plant through a gathering system. The third production well will be used in the future as required. Re-drilling of certain injection wells is currently under development.

 

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Major Equipment

Two OEC units together with the Balance of Plant equipment.

 

Age

Construction of the power plant was completed at the end of 2010 and the off-taker approved commercial operation status under the PPA effective on August 30, 2011.

 

Land and Mineral Rights

The Jersey Valley area is comprised of BLM leases. The leases are held by production. The scheduled expiration dates for all of these leases are after the end of the expected useful life of the power plant.

 

  The power plant’s rights to use the geothermal and surface rights under the leases are subject to various conditions, as described above in “Description of Our Leases and Lands”.

 

Access to Property

Direct access to public roads from leased property and access across leased property under surface rights granted in leases from BLM.

 

Resource Information

The Jersey Valley geothermal reservoir consists of a small high-permeability area surrounded by a large low-permeability area. The high-permeability area has been defined by wells drilled along an interpreted fault trending west-northwest. Static water levels are artesian; two of the wells along the permeable zone have very high productivities, as indicated by Permeability Index (PI) values exceeding 20 gpm/psi. The average temperature of the resource is 330 degrees Fahrenheit.

 

Resource Cooling

Will be established in the future.

 

Power Purchaser

Nevada Power Company.

 

PPA Expiration Date

2032

 

Financing

Corporate funds and ITC cash grant from the U.S. Treasury.

 

  Once the Jersey Valley power plant reaches certain operational targets and meets other conditions precedent we have the ability to borrow additional funds under the OFC 2 Senior Secured Notes.

 

Supplemental Information

The Jersey Valley power plant is currently operating at 7 MW, below its designed capacity. This is primarily due to the need to shut down one of the injection wells that was rendered unusable by old mining wells that we believe were not adequately plugged when abandoned by the mining operator that previously operated on the land.

 

  We plan to improve injection capacity. We conducted an impairment test and no impairment is required.

Mammoth Complex

 

Location

Mammoth Lakes, California

 

Generating Capacity

29 MW

 

Number of Power Plants

Three (G-1, G-2, and G-3).

 

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Technology

The Mammoth complex utilizes air cooled binary systems.

 

Subsurface Improvements

Eleven production wells and five injection wells connected to the plants through a gathering system.

 

Major Equipment

Eight Rotoflow expanders together with the Balance of Plant equipment.

 

Age

The G-1 plant commenced commercial operations in 1984 and G-2 and G-3 commenced commercial operation in 1990.

 

Land and Mineral Rights

The total Mammoth area is comprised mainly of BLM leases. The leases are held by production. The scheduled expiration dates for all of these leases are after the end of the expected useful life of the power plants.

 

  The complex’s rights to use the geothermal and surface rights under the leases are subject to various conditions, as described above in “Description of Our Leases and Lands”.

 

  We purchased land at Mammoth that was owned by a third party. This purchase will reduce royalty expenses for the Mammoth complex.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted pursuant to the leases.

 

Resource Information

The average resource temperature is 339 degrees Fahrenheit.

 

  The Casa Diablo/Basalt Canyon geothermal field at Mammoth lies on the southwest edge of the resurgent dome within the Long Valley Caldera. It is believed that the present heat source for the geothermal system is an active magma body underlying the Mammoth Mountain to the northwest of the field. Geothermal waters heated by the magma flow from a deep source (greater than 3,500 feet) along faults and fracture zones from northwest to southeast east into the field area.

 

  The produced fluid has no scaling potential.

 

Resource Cooling

In the last year the temperature was stabilized and there is no notable decline, although one degree Fahrenheit per year was observed during the prior 20 years of production.

 

Power Purchaser

Southern California Edison.

 

PPA Expiration Date

G-1 — 2014, G-2 and G-3 — 2020.

 

Financing

OFC Senior Secured Notes and ORTP Transaction.

 

Supplemental Information

As a result of the transition to variable energy rates under the Mammoth complex PPAs and the significant decline in natural gas prices, we have experienced a substantial reduction in 2012 revenues. In 2012, we entered into two new PPAs with PG&E, which will

 

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replace the current G-1 (in April 2013) and G-3 PPAs (at the end of 2013) with Southern California Edison. Once effective, the new PPAs will partially minimize the reduction in revenues.

 

  We have revised our investment plans to optimize the operation of the complex rather than increasing the generating capacity. We plan to replace part of the old units in the Mammoth complex (G-1 and G-3) with new Ormat-manufactured equipment. We recently started the manufacturing of the equipment.

McGinness Hills Power Plant

 

Location

Lander County, Nevada

 

Generating Capacity

33 MW

 

Number of Power Plants

One

 

Technology

The McGinness Hills power plant utilizes an air cooled binary system.

 

Subsurface Improvements

Five production wells and three injection wells are connected to the power plant.

 

Material Equipment

Two air cooled OEC units with the Balance of Plant Equipment.

 

Age

The power plant commenced commercial operation on July 1, 2012,

 

Land and Mineral Rights

The McGinness Hills area is comprised of private and BLM leases.

 

  The leases are currently held by the payment of annual rental payments, as described above in “Description of Our Leases and Lands”.

 

  The rights to use the geothermal and surface rights under the leases are subject to various conditions, as described above in “Description of Our Leases and Lands”.

 

Resource Information

The McGinness geothermal reservoir is contained within a network of fractured rocks over an area at least three square miles. The reservoir is contained in both Tertiary intrusive and Paleozoic sedimentary (basement) rocks. The thermal fluids within the reservoir are inferred to flow upward through the basement rocks along the NNE-striking faults at several fault intersections. The thermal fluids then generally outflow laterally to the NNE and SSW along the NNE-striking faults. No modern thermal manifestations exist at McGinness, although hot spring deposits encompass an area of approximately 0.25 square miles and indicate a history of surface thermal fluid flow. The resource temperature averages 337 degrees Fahrenheit and the fluids are sourced from the reservoir at elevations between 2,000 to 5,000 feet below the surface.

 

  The average temperature of the resource is approximately 335 degrees Fahrenheit.

 

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Resource Cooling

Will be established in the future.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted in leases from BLM.

 

Power Purchaser

Nevada Power Company

 

PPA Expiration Date

2033

 

Financing

OFC 2 Senior Secured Notes and ITC cash grant from the U.S. Treasury.

North Brawley Power Plant

 

Location

Imperial County, California

 

Generating Capacity

27 MW (See supplemental information below)

 

Number of Power Plants

One

 

Technology

The North Brawley power plant utilizes a water- cooled binary system.

 

Subsurface Improvements

17 production wells and 21 injection wells are currently connected to the plant through a gathering system. An additional injection well was drilled and it is currently being evaluated.

 

Major Equipment

Five OEC units together with the Balance of Plant equipment.

 

Age

The power plant was placed in service on January 15, 2010 with commercial operation having commenced on March 31, 2011.

 

Land and Mineral Rights

The total North Brawley area is comprised of private leases. The leases are held by production. The scheduled expiration date for all of these leases is after the end of the expected useful life of the power plant.

 

  The plant’s rights to use the geothermal and surface rights under the leases are subject to various conditions, as described above in “Description of Our Leases and Lands”.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted pursuant to the leases.

 

Resource Information

North Brawley production is from deltaic and marine sedimentary sands and sandstones deposited in the subsiding Salton Trough of the Imperial Valley. Based on seismic refraction surveys the total thickness of these sediments in the Brawley area is over 15,000 feet. The shallow production reservoir (1,500 — 4,500 feet) that was developed is fed by fractures and matrix permeability and is conductively heated from the underlying fractured reservoir which convectively circulates magmatically heated fluid. Produced fluid

 

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salinity ranges from 20,000 to 50,000 ppm, and the moderate scaling and corrosion potential is chemically inhibited. The temperature of the deeper fractured reservoir fluids exceed 525 degrees Fahrenheit, but the fluid is not yet developed because of severe scaling and corrosion potential. The deep reservoir is not dedicated to the North Brawley power plant.

 

  The average produced fluid resource temperature is 335 degrees Fahrenheit.

 

Resource Cooling

Will be established in the future.

 

Sources of Makeup Water

Water is provided by the IID.

 

Power Purchaser

Southern California Edison

 

PPA Expiration Date

2031

 

Financing

Corporate funds and ITC cash grant from the U.S. Treasury.

 

Supplemental Information

Since the North Brawley power plant was placed in service, in 2010, it has been much more difficult to operate its geothermal field than other fields and the power plant has been unable to reach its design capacity of 50 MW. Instead, it has been operating at capacities between 20 MW and 33 MW. This generation level has been achieved following significant additional capital expenditures and higher than anticipated operating costs.

 

  We plan to continue to sell the generated power from the North Brawley plant to Southern California Edison under the existing PPA and at the current capacity level of approximately 27 MW and refrain from additional capital investment to expand the capacity.

 

  As noted above, during the fourth quarter of 2012 we recognized an impairment charge of $229.1 million for this plant.

OREG 1 Power Plant

 

Location

Four gas compressor stations along the Northern Border natural gas pipeline in North and South Dakota.

 

Generating Capacity

22 MW

 

Number of Units

Four

 

Technology

The OREG 1 power plant utilizes our air cooled OEC units.

 

Major Equipment

Four WHOH and four OEC units together with the Balance of Plant equipment.

 

Age

The OREG 1 power plant commenced commercial operations in 2006.

 

Land

Easement from NBPL.

 

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Access to Property

Direct access to the plant from public roads.

 

Power Purchaser

Basin Electric Power Cooperative.

 

PPA Expiration Date

2031

 

Financing

Corporate funds.

OREG 2 Power Plant

 

Location

Four gas compressor stations along the Northern Border natural gas pipeline; one in Montana, two in North Dakota, and one in Minnesota.

 

Generating Capacity

22 MW

 

Number of Units

Four

 

Technology

The OREG 2 power plant utilizes our air cooled OEC units.

 

Major Equipment

Four WHOH and four OEC units together with the Balance of Plant equipment.

 

Age

The OREG 2 power plant commenced commercial operations during 2009.

 

Land

Easement from NBPL.

 

Access to Property

Direct access to the plant from public roads.

 

Power Purchaser

Basin Electric Power Cooperative.

 

PPA Expiration Date

2034

 

Financing

Corporate funds.

OREG 3 Power Plant

 

Location

A gas compressor station along Northern Border natural gas pipeline in Martin County, Minnesota.

 

Generating Capacity

5.5 MW

 

Number of Units

One

 

Technology

The OREG 3 power plant utilizes our air cooled OEC units.

 

Major Equipment

One WHOH and one OEC unit along with the Balance of Plant equipment.

 

Age

The OREG 3 power plant commenced commercial operations during 2010.

 

Land

Easement from NBPL.

 

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Access to Property

Direct access to the plant from public roads.

 

Power Purchaser

Great River Energy.

 

PPA Expiration Date

2029

 

Financing

Corporate funds.

OREG 4 Power Plant

 

Location

A gas compressor station along natural gas pipeline in Denver, Colorado.

 

Generating Capacity

3.5 MW

 

Number of Units

One

 

Technology

The OREG 4 power plant utilizes our air cooled OEC units.

 

Major Equipment

Two WHOH and one OEC unit together with the Balance of Plant Equipment.

 

Age

The OREG 4 power plant commenced commercial operations during 2009.

 

Land

Easement from Trailblazer Pipeline Company.

 

Access to Property

Direct access to the plant from public roads.

 

Power Purchaser

Highline Electric Association

 

PPA Expiration Date

2029

 

Financing

Corporate funds.

 

Supplemental Information

The OREG 4 power plant was tested for impairment in the third quarter of 2012 due to continued low run time of the compressor station that serves as its heat source, which resulted in low power generation and revenue.

 

  As a result, during the third quarter of 2012 we recognized an impairment charge of $7.3 million for this plant.

Ormesa Complex

 

Location

East Mesa, Imperial County, California

 

Generating Capacity

54 MW

 

Number of Power Plants

Four (OG I, OG II, GEM 2 and GEM 3)

 

Technology

The OG plants utilize a binary system and the GEM plants utilize a flash system. The complex uses a water cooling system.

 

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Subsurface Improvements

32 production wells and 52 injection wells connected to the plants through a gathering system.

 

Material Major Equipment

32 OEC units and two steam turbines with the Balance of Plant equipment.

 

Age

The various OG I units commenced commercial operations between 1987 and 1989, and the OG II plant commenced commercial operation in 1988. Between 2005 and 2007 a significant portion of the old equipment in the OG plants was replaced (including turbines through repowering). The GEM plants commenced commercial operation in 1989, and a new bottoming unit was added in 2007.

 

Land and Mineral Rights

The total Ormesa area is comprised of BLM leases. The leases are held by production. The scheduled expiration dates for all of these leases are after the end of the expected useful life of the power plants.

 

  The complex’s rights to use the geothermal and surface rights under the leases are subject to various conditions, as described above in “Description of Our Leases and Lands”.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted pursuant to the leases.

 

Resource Information

The resource temperature is an average of 306 degrees Fahrenheit. Production is from sandstones.

 

  Productive sandstones are between 1,800 and 6,000 feet, and have only matrix permeability. The currently developed thermal anomaly was created in geologic time by conductive heating and direct outflow from an underlying convective fracture system. Produced fluid salinity ranges from 2,000 ppm to 13,000 ppm, and minor scaling and corrosion potential is chemically inhibited.

 

Resource Cooling

One degree Fahrenheit per year was observed during the past 20 years of production.

 

Sources of Makeup Water

Water is provided by the IID.

 

Power Purchaser

Southern California Edison under a single PPA.

 

PPA Expiration Date

2018

 

Financing

OFC Senior Secured Notes and ORTP Transaction.

 

Supplemental Information

As a result of the transition to variable energy rates under the Ormesa PPA and the significant decline in natural gas prices, we have experienced a substantial reduction in 2012 revenues. We expect that once the PPAs are replaced or expired we will be able to secure a rate higher than the current rate.

 

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Puna Complex

 

Location

Puna district, Big Island, Hawaii

 

Generating Capacity

38 MW

 

Number of Power Plants

Two

 

Technology

The Puna plants utilize our geothermal combined cycle and binary systems. The plants use an air cooled system.

 

Subsurface Improvements

Five production wells and four injection wells connected to the plants through a gathering system. We drilled a sixth production well, which is currently under evaluation.

 

Major Equipment

One plant consists of ten OEC units made up of ten binary turbines, ten steam turbines and two bottoming units along with the Balance of Plant equipment. The second plant consists of two OEC units along with Balance of Plant equipment.

 

Age

The first plant commenced commercial operations in 1993. The second plant was placed in service in 2011.

 

Land and Mineral Rights

The Puna area is comprised of a private lease. The private lease is between PGV and KLP and it expires in 2046. PGV pays annual rental payment to KLP, which is adjusted every five years based on the CPI.

 

  The state of Hawaii owns all mineral rights (including geothermal resources) in the state. The state has issued a Geothermal Resources Mining Lease to KLP, and KLP in turn has entered into a sublease agreement with PGV, with the state’s consent. Under this arrangement, the state receives royalties of approximately 3% of the gross revenues.

 

Access to Property

Direct access to the leased property is readily available via county public roads located adjacent to the leased property. The public roads are at the north and south boundaries of the leased property.

 

Resource Information

The geothermal reservoir at Puna is located in volcanic rock along the axis of the Kilauea Lower East Rift Zone. Permeability and productivity are controlled by rift-parallel subsurface fissures created by volcanic activity. They may also be influenced by lens-shaped bodies of pillow basalt which have been postulated to exist along the axis of the rift at depths below 7,000 feet.

 

  The distribution of reservoir temperatures is strongly influenced by the configuration of subsurface fissures and temperatures are among the hottest of any geothermal field in the world, with maximum measured temperatures consistently above 650 degrees Fahrenheit.

 

Resource Cooling

The resource temperature is stable.

 

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Power Purchaser

Three PPAs with HELCO (see “Supplemental Information” below).

 

PPA Expiration Date

2027

 

Financing

Operating Lease and ITC cash grant from the U.S. Treasury.

 

Supplemental Information

The pricing for the energy that is sold from the Puna complex is as follows:

 

   

For the first on-peak 25 MW, the energy price has not changed from HELCO avoided cost.

 

   

For the next on-peak 5 MW, the price has changed from a diesel-based price to a flat rate of 11.8 cents per kWh escalated by 1.5% per year.

 

   

For the new on-peak 8 MW, the price is 9 cents per kWh for up to 30,000 MWh/year and 6 cents per kWh above 30,000 MWh/year, escalated by 1.5% per year.

 

   

For the first off-peak 22 MW the energy price has not changed from avoided cost.

 

  The off-peak energy above 22 MW is dispatchable:

 

   

For the first off-peak 5 MW, the price has changed from diesel-based price to a flat rate of 11.8 cents per kWh escalated by 1.5% per year.

 

   

For the energy above 27 MW (up to 38 MW) the price is 6 cents per kWh, escalated by 1.5% per year.

 

  The capacity payment for the first 30 MW remains the same ($160 kW/year for the first 25 MW and $100.95 kW/year for the additional 5 MW). For the new 8 MW power plant the annual capacity payment is $2 million.

Steamboat Complex

 

Location

Steamboat, Washoe County, Nevada

 

Generating Capacity

83 MW

 

Number of Power Plants

Seven (Steamboat 1A, Steamboat 2 and 3, Burdette (Galena 1), Steamboat Hills, Galena 2 and Galena 3).

 

Technology

The Steamboat complex utilizes a binary system (except for Steamboat Hills, which utilizes a single flash system). The complex uses air and water cooling systems.

 

Subsurface Improvements

23 production wells and eight injection wells connected to the plants through a gathering system.

 

Major Equipment

12 individual air cooled OEC units and one steam turbine together with the Balance of Plant Equipment.

 

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Age

The Steamboat 1A plant commenced commercial operation in 1988 and the other plants commenced commercial operation in 1992, 2005, 2007 and 2008. During 2008, the Rotoflow expanders at Steamboat 2 and 3 were replaced with four turbines manufactured by us and we repowered Steamboat 1A.

 

Land and Mineral Rights

The total Steamboat area is comprised of 41% private leases, 41% BLM leases and 18% private land owned by us. The leases are held by production. The scheduled expiration dates for all of these leases are after the end of the expected useful life of the power plants.

 

  The complex’s rights to use the geothermal and surface rights under the leases are subject to various conditions, as described above in “Description of Our Leases and Lands”.

 

  We have easements for the transmission lines we use to deliver power to our power purchasers.

 

Resource Information

The resource temperature is an average of 290 degrees Fahrenheit.

 

  The Steamboat geothermal field is a typical basin and range geothermal reservoir. Large and deep faults that occur in the rocks allow circulation of ground water to depths exceeding 10,000 feet below the surface. Horizontal zones of permeability permit the hot water to flow eastward in an out-flow plume.

 

  The Steamboat Hills and Galena 2 power plants produce hot water from fractures associated with normal faults. The rest of the power plants acquire their geothermal water from the horizontal out-flow plume.

 

  The water in the Steamboat reservoir has a low total solids concentration. Scaling potential is very low unless the fluid is allowed to flash which will result in calcium carbonate scale. Injection of cooled water for reservoir pressure maintenance prevents flashing.

 

Resource Cooling

In the last year the temperature dropped by three degrees Fahrenheit, slightly more than the two degrees per year observed during the prior 20 years of production.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted pursuant to the leases.

 

Sources of Makeup Water

Water is provided by condensate and the local utility.

 

Power Purchaser

Sierra Pacific Power Company (for Steamboat 1A, Steamboat 2 and 3, Burdette (Galena1), Steamboat Hills, and Galena 3) and Nevada Power Company (for Galena 2).

 

PPA Expiration Date

Steamboat 1A — 2018, Steamboat 2 and 3 — 2022, Burdette (Galena1) — 2026, Steamboat Hills — 2018, Galena 3 — 2028, and Galena 2 — 2027.

 

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Financing

OFC Senior Secured Notes and ORTP Transaction (Steamboat 1A, Steamboat 2 and 3, and Burdette (Galena1)) and OPC Transaction (Steamboat Hills, Galena 2, and Galena 3)

Tuscarora Power Plant

 

Location

Elko County, Nevada

 

Projected Generating Capacity

18 MW

 

Number of Power Plants

One

 

Technology

The Tuscarora power plant utilizes a water cooled binary system.

 

Subsurface Improvements

Four production and five injection wells are connected to the power plant.

 

Major Equipment

Two water cooled OEC units with the Balance of Plant equipment.

 

Age

The power plant commenced commercial operation on January 11, 2012.

 

Land and Mineral Rights

The Tuscarora area is comprised of private and BLM leases.

 

  The leases are currently held by payment of annual rental payments, as described above in “Description of Our Leases and Lands”.

 

  The plant’s rights to use the geothermal and surface rights under the leases are subject to various conditions, as described above in “Description of Our Leases and Lands”.

 

Resource Information

The Tuscarora geothermal reservoir consists of an area of approximately 2.5 square miles. The reservoir is contained in both tertiary and paleozoic (basement) rocks. The paleozoic section consists primarily of sedimentary rocks, overlain by tertiary volcanic rocks. Thermal fluid in the native state of the reservoir flows upward and to the north through apparently southward-dipping, basement formations. At an elevation of roughly 2,500 feet with respect to mean sea level, the upwelling thermal fluid enters the tertiary volcanic rocks and flows directly upward, exiting to the surface at Hot Sulphur Springs.

 

  The resource temperature averages 346 degrees Fahrenheit.

 

Resource Cooling

Will be established in the future.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted in leases from BLM.

 

Sources of Makeup Water

Water is provided from five water makeup wells.

 

Power Purchaser

Nevada Power Company

 

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PPA Expiration Date

2032

 

Financing

OFC 2 Senior Secured Notes and ITC cash grant from the U.S. Treasury.

Foreign Power Plants

The following descriptions summarize certain industry metrics for our foreign power plants:

Amatitlan Power Plant (Guatemala)

 

Location

Amatitlan, Guatemala

 

Generating Capacity

18 MW

 

Number of Power Plants

One

 

Technology

The Amatitlan power plant utilizes an air cooled binary system and a small back pressure steam turbine (1 MW).

 

Subsurface Improvements

Five production wells and two injection wells connected to the plants through a gathering system.

 

Major Equipment

One steam turbine and two OEC units together with the Balance of Plant equipment.

 

Age

The plant commenced commercial operation in 2007.

 

Land and Mineral Rights

Total resource concession area (under usufruct agreement with INDE) is for a term of 25 years from April 2003. Leased and company owned property is approximately 3% of the concession area. Under the agreement with INDE, the power plant company pays royalties of 3.5% of revenues up to 20.5 MW and 2% of revenues exceeding 20.5 MW.

 

  The generated electricity is sold at the plant fence. The transmission line is owned by INDE.

 

Resource Information

The resource temperature is an average of 528 degrees Fahrenheit.

 

  The Amatitlan geothermal area is located on the north side of the Pacaya Volcano at approximately 5,900 feet above sea level.

 

  Hot fluid circulates up from a heat source beneath the volcano, through deep faults to shallower depths, and then cools as it flows horizontally to the north and northwest to hot springs on the southern shore of Lake Amatitlan and the Michatoya River Valley.

 

Resource Cooling

Approximately two degrees Fahrenheit per year.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted pursuant to the lease agreement.

 

Power Purchasers

INDE and another local purchaser.

 

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PPA Expiration Date

The PPA with INDE expires in 2028.

 

Financing

Senior secured project loan from TCW Global Project Fund II, Ltd.

 

Supplemental Information

The power plant was registered by the United Nations Framework Convention on Climate Change as a Clean Development Mechanism. It is expected to offset emissions of approximately 83,000 tons of CO2 per year. The power plant had a contract to sell all of its emission reduction credits through the end of 2012 to a European buyer.

Momotombo Power Plant (Nicaragua)

 

Location

Momotombo, Nicaragua

 

Generating Capacity

22 MW

 

Number of Power Plants

One

 

Technology

The Momotombo power plant utilizes single flash and binary systems. The plant uses air and water cooled systems.

 

Subsurface Improvements

Ten production wells and seven injection wells connected to the plants through a gathering system.

 

Major Equipment

One steam turbine and one OEC unit together with the Balance of Plant equipment.

 

Age

The plant commenced commercial operation in 1983 and we signed the concession agreement in 1999.

 

Land and Mineral Rights

The total Momotombo area is under a concession agreement which expires in mid-2014.

 

  We sell the generated electricity at the boundary of the plant. The transmission line is owned by the utility.

 

Resource Information

The resource temperature is an average of 463 degrees Fahrenheit.

 

  The Momotombo geothermal reservoir is located within sedimentary and andesitic volcanic formations that relate to the Momotombo volcano.

 

  Main flow paths in the geothermal system are a hot reservoir layer. The shallow layer conducted deep fluids that eventually will be discharged at surface at the eastern edge of the geothermal system at the shore of the Lake Managua.

 

Resource Cooling

Approximately 3.5 degrees Fahrenheit per year was observed during the past ten years of production.

 

Access to Property

Direct access to public roads and access across the property are provided under surface rights granted pursuant to the concession assignment agreement.

 

Sources of Makeup Water

Condensed steam is used for makeup water.

 

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Power Purchaser

DISNORTE and DISSUR

 

PPA Expiration Date

2014

 

Financing

A loan from Bank Hapoalim B.M, which was repaid in full in 2010.

Olkaria III Complex (Kenya)

 

Location

Naivasha, Kenya

 

Generating Capacity

52 MW

 

Number of Power Plants

Two (Olkaria III Phase 1 and Olkaria III Phase 2, together Plant 1).

 

Technology

The Olkaria III complex utilizes an air cooled binary system.

 

Subsurface Improvements

Ten production wells and three injection wells connected to the plants through a gathering system.

 

Major Equipment

Six OEC units together with the Balance of Plant equipment.

 

Age

Phase 2 commenced commercial operation in January 2009 and was incorporated into Plant 1, which commenced operation in 2000.

 

Land and Mineral Rights

The total Olkaria III area is comprised of government leases. A license granted by the Kenyan government provides exclusive rights of use and possession of the relevant geothermal resources for an initial period of 30 years, expiring in 2029, which initial period may be extended for two additional five-year terms. The Kenyan Minister of Energy has the right to terminate or revoke the license in the event work in or under the license area stops during a period of six months, or there is a failure to comply with the terms of the license or the provisions of the law relating to geothermal resources. Royalties are paid to the Kenyan government monthly based on the amount of power supplied to the power purchaser and an annual rent.

 

  The power generated is purchased at the metering point located immediately after the power transformers in the 220 kV sub-station within the power plant, before the transmission lines which belong to the utility.

 

Resource Information

The resource temperature is an average of 570 degrees Fahrenheit.

 

  The Olkaria III geothermal field is on the west side of the greater Olkaria geothermal area located at approximately 6,890 feet above sea level within the Rift Valley.

 

  Hot geothermal fluids rise up from deep in the northeastern portion of the concession area, penetrating a low permeability zone below 3,280 feet above sea level to a high productivity, two-phase zone identified between 3,280 and 4,270 feet ASL.

 

Resource Cooling

The resource temperature is stable.

 

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Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted pursuant to the lease agreement.

 

Power Purchaser

KPLC

 

PPA Expiration Date

2029

 

Financing

Senior secured project finance loan from OPIC and a subordinated loan from DEG.

 

Supplemental Information

See “Projects under Construction — Olkaria III Plant 2 and 3 (Kenya)”.

 

  Upon the completion of Plant 2 the expiration date of the PPA will be extended until 2033.

Zunil Power Plant (Guatemala)

 

Location

Zunil, Guatemala

 

Generating Capacity

24 MW

 

Number of Power Plants

One

 

Technology

The Zunil power plant utilizes an air cooled binary system.

 

Major Equipment

Seven OEC units together with the Balance of Plant equipment.

 

Age

The plant commenced commercial operation in 1999.

 

Land and Mineral Rights

The land owned by the plant includes the power plant, workshop and open yards for equipment and pipes storage.

 

  Pipelines for the gathering system transit through a local agricultural area’s right of way acquired by us.

 

  The geothermal wells and resource are owned by INDE.

 

  Our produced power is sold at our property line; power transmission lines are owned and operated by INDE.

 

Resource Information

The geothermal wells and resource are owned by INDE and are not under our responsibility.

 

Access to Property

Direct access to public roads.

 

Power Purchaser

INDE

 

PPA Expiration Date

2019

 

Financing

Senior Secured project loan from IFC and CDC that was repaid in full in November 2011.

 

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Supplemental Information

Through August 2011, the energy output of the power plant was sold under a “take or pay” arrangement, under which the revenues were calculated based on 24 MW capacity regardless of the actual performance of the power plant. From September 2011, the energy portion of revenues is paid based on the actual generation of the power plant, while the capacity portion remains the same. The actual generation of the power plant is based on a capacity of approximately 13 MW. In 2012, the energy revenues were approximately 17% of the total revenues of the power plant.

Projects under Construction

We are in varying stages of construction or enhancement of domestic and foreign projects, some of them are fully released for construction and two projects are each in an initial stage of construction.

The following is a description of projects in California, Nevada and Kenya with a total generating capacity of 78 MW that are fully released for construction with 62 MW expected to be completed by the end of 2013 and the rest expected to be completed in 2014.

Heber Solar PV Project (U.S.)

 

Location

Imperial County, California

 

Projected Generating Capacity

10 MW (24,500 MWh per year)

 

Projected Technology

Solar PV.

 

Condition

Under development.

 

Land

The Heber Solar area is comprised of land that we own.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property.

 

Power Purchaser

The IID

 

PPA Expiration Date

20 years after date of COD.

 

Financing

Corporate funds.

 

Projected Operation

2013

 

Supplemental Information

Commercial operation is expected in 2013, subject to timely completion of the interconnection that is to be provided by the IID.

Olkaria III – Plant 2&3 (Kenya)

 

Location

Naivasha, Kenya

 

Projected Generating Capacity

Plant 2 — 36 MW and Plant 3 — 16MW

 

Technology

Plants 2 and 3 of the Olkaria III complex will utilize an air cooled binary system.

 

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Condition

Field development of Plant 2 is in its final stage and site construction is close to completion. Plant 3 is in early stage of field development.

 

Subsurface Improvement

Seven production wells have been drilled.

 

Land and Mineral Rights

The total Olkaria III area is comprised of government leases. See description above under “Olkaria III Complex”.

 

Resource Information

The Olkaria III geothermal field is on the west side of the greater Olkaria geothermal area located within the Rift Valley at approximately 6,890 feet above sea level.

 

  Hot geothermal fluids rise up from deep in the northeastern portion of the concession area through low permeability at a shallow depth to a high productivity two-phase region from 3,280 to 4,270 feet above sea level.

 

  The expected average temperature of the resource cannot be estimated as field development has not been completed yet.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted pursuant to the lease agreement.

 

Power Purchaser

KPLC

 

PPA Expiration Date

20 years from COD of Plant 2.

 

Financing

Senior secured project finance loan from OPIC.

 

Projected Operation

Plant 2 — mid-2013 and Plant 3 — 2014.

 

Supplemental Information

We amended and restated the existing PPA with KPLC. The amended and restated PPA provides for the construction of a new 36 MW power plant at the Olkaria III complex. The PPA amendment includes an option for additional capacity up to 100 MW.

 

  We have closed a limited-recourse senior secured financing with OPIC. See description in Item 7 under “New Financing of our Projects”.

Wild Rose Project (U.S.)

 

Location

Mineral County, Nevada

 

Projected Generating Capacity

16 MW

 

Projected Technology

The Wild Rose power plant will utilize a binary system.

 

Material Equipment

Power plant equipment and the Balance of Plant.

 

Condition

Field development was completed and manufacturing of the power plant equipment is in an advanced stage.

 

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Subsurface Improvement

Five production and three injection wells have been drilled.

 

Land and Mineral Rights

The Wild Rose area is comprised of BLM leases.

 

  The leases are currently held by the payment of annual rental payments, as described above in “Description of Our Leases and Lands”.

 

  Unless steam is produced in commercial quantities, the primary term for these leases will expire commencing September 30, 2017.

 

  The project’s rights to use the geothermal and surface rights under the leases are subject to various conditions, as described above in “Description of Our Leases and Lands”.

 

Resource Information

The expected average temperature of the resource is between 260 and 265 degrees Fahrenheit.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted in leases from BLM.

 

Power Purchaser

The PPA for this power plant is in the approval process of the off-taker.

 

Financing

Corporate funds.

 

Projected Operation

2013

The following is a description of 50 MW projects in Nevada and California that are in an initial stage of construction:

Carson Lake Project (U.S.)

 

Location

Churchill County, Nevada

 

Projected Generating Capacity

20 MW

 

Projected Technology

The Carson Lake power plant will utilize a binary system.

 

Condition

On hold.

 

Subsurface Improvements

On hold.

 

Land and Mineral Rights

The Carson Lake area is comprised of BLM leases.

 

  The leases are currently held by the payment of annual rental payments, as described above in “Description of Our Leases and Lands”.

 

  Unless steam is produced in commercial quantities, the primary term for these leases will expire commencing August 31, 2016.

 

  The project’s rights to use the geothermal and surface rights under the leases are subject to various conditions, as described above in “Description of Our Leases and Lands”.

 

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Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted in leases from BLM.

 

Resource Information

The expected average temperature of the resource cannot be estimated as field development has not been completed yet.

 

Power Purchaser

We have not executed a new PPA.

 

Financing

Corporate funds.

 

Projected Operation

To be determined.

 

Supplemental Information

Permitting delays have prevented substantial progress on the project site and on transmission until late last year and have had a significant impact on the development plan and the economics of the project. As a result, in December 2011, we terminated the project’s PPA and joint operating agreement with Nevada Power Company.

CD4 Project (Mammoth Complex) (U.S.)

 

Location

Mammoth Lakes, California

 

Projected Generating Capacity

30 MW

 

Projected Technology

The CD4 power plant will utilize an air cooled binary system.

 

Condition

On hold.

 

Subsurface Improvements

We have completed one production well and one injection well. Continued drilling is subject to receipt of additional permits.

 

Land and Mineral Rights

The total Mammoth area is comprised mainly of BLM leases, several of which are held by production and the remainder of which are the subject of a unitization agreement that is pending BLM approval. The expiration date of the leases (assuming approval of the unitization agreement) is after the end of the expected useful life of the power plant.

 

Access to Property

Direct access to public roads from the leased property and access across the leased property are provided under surface rights granted pursuant to the leases.

 

Resource Information

The expected average temperature of the resource cannot be estimated as field development has not been completed yet.

 

Power Purchaser

We have not executed a PPA.

 

Financing

Corporate funds.

 

Projected Operation

To be determined.

 

Supplemental Information

As part of the process to secure a transmission line, we are participating in the Southern California Edison Wholesale Distribution Access Tariff Transition Cluster Generator Interconnection Process to deliver energy into the Southern California Edison system at the Casa Diablo Substation.

 

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Future Projects

Projects under Various Stages of Development

We also have projects under various stages of development in the United States, Kenya, Honduras, and Indonesia. We expect to continue to explore these and other opportunities for expansion so long as they continue to meet our business objectives and investment criteria.

The following is a description of the projects currently under various stages of development and for which we are able to estimate their expected generating capacity. Upon completion of these projects, the generating capacity of the geothermal projects would be up to approximately 117 MW (representing our interest). However, we prioritize our investments based on their readiness for continued construction and expected economics and therefore we are not planning to invest in all of such projects this year.

Crump Geyser Project (U.S.)

In October 2010, we and NGP agreed to jointly develop, construct, own and operate one or more geothermal power plants in the Crump Geyser Area located in Lake County, Oregon. All activities will be carried out through CGC, a limited liability company that is owned equally by our wholly owned subsidiary, Ormat Nevada, and NGP.

We will be the EPC contractor for the project, which will utilize our proprietary generating equipment and other Balance of Plant equipment. We will also be the Operator and provide operating and maintenance services to CGC.

We and NGP intend to build an up to 20 MW power plant, which is expected to be placed in service gradually.

Platanares Project (Honduras)

In November 2012, we entered into an agreement with Geotermica Platanares to acquire a late stage development geothermal project in Honduras. The project consists of the rights to a geothermal field where exploration work has been conducted in the past and a PPA for up to 35 MW with ENEE, the national utility of Honduras.

Upon the fulfillment of certain conditions and the closing of the transaction, we will become the owner of all the project’s assets, including wells, land, the PPA and the necessary permits to develop a geothermal project. Once the well field is fully appraised and the power plant is constructed, we will hold the assets under a BOT structure for approximately 15 years.

Sarulla Project (Indonesia)

We are a member of a consortium which is in the process of developing the Sarulla geothermal power project in Indonesia, of approximately 330 MW. We own 12.75% of the Indonesian special purpose entity that will develop and operate the project.

The Sarulla project, located in Tapanuli Utara, North Sumatra, represents the largest single-contract geothermal power project to date, reflecting the large scale, high productivity and potential of the Indonesian geothermal resources. The project will be owned and operated by the consortium members under the framework of a Joint Operating Contract (JOC) with PT Pertamina Geothermal Energy, and Energy Sales Contract with PT PLN (the state electric utility which is the off-taker of the electricity from the Sarulla Project). The Sarulla combined cycle geothermal power plant is to be constructed in three equal phases over four years. Ormat’s turbines account for about 120 MW of the total expected electricity generation.

 

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The adjustment of the electricity tariff for the 330 MW Sarulla project has already been agreed between PT PLN and the consortium, based on the verification of the agreed tariff by the BPKP (Indonesian State Auditor for Development). The JOC and the Energy Sales Contract (ESC) amendments are currently in their final stage, reflecting the agreed adjusted tariff as well as other financial and bankability conditions which have been agreed in principle by the relevant Indonesian ministries, such as the Ministry of Energy and Mineral Resources and the Ministry of Finance.

Pending resolution of certain bankability issues, the execution of these amended contracts is expected to occur during the first half of 2013.

Sarulla Operations Ltd. (the project company) has received responses from over ten international banks that were invited to submit proposals to provide limited recourse financing for the Sarulla Project. The expected financing package will consist of direct loans from the Japan Bank for International Cooperation (JBIC) and the Asian Development Bank (ADB), in addition to Extended Political Risk Guarantees to the participating commercial banks by JBIC.

Sarulla Operations Ltd. has mandated certain lenders, while the selection and engagement of due diligence consultants is currently underway.

On the execution side, the EPC contractor was selected and a term sheet for the supply contract, at a total value of approximately $254.0 million, was entered by us with the designated EPC contractor.

Although, the consortium already started certain testing and development activities in the site, construction is expected to start after the consortium obtains financing, a process which we expect to take approximately one year from the date of execution of the amended ESC and JOC.

Wister Project (U.S.)

We plan to develop the Wister project on private leases located in Imperial County, California. We expect the first phase of the project to be 30 MW. The project has been awarded an exploration grant of $4.5 million under the DOE’s Innovative Exploration and Drilling Projects program and the exploration activity under this program has started.

Since it became clear that Wister will not be able to meet the PPA milestones we started discussions with the off-taker on a possible cancellation of the PPA.

Exploration Prospects

We have a substantial land position that is expected to support future development on which we have started or plan to start exploration activity. Our land position is comprised of various leases and private land for geothermal resources of approximately 272,000 acres in 30 prospects including the following:

Nevada [13]

 

Argenta

Under exploration studies

 

Baltazar

Under exploration studies

 

Beowawe

Under exploration studies.

 

Dixie Hope

Under exploratory drilling.

 

Dixie Meadows — Comstock

Completed exploration studies; expected to start exploratory drilling.

 

Edwards Creek

Under exploratory drilling.

 

Hycroft

Under exploration studies.

 

Tungsten Mountain

Under exploratory drilling.

 

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Tuscarora Expansion

Completed exploration studies; awaiting permits to start exploratory drilling.

 

Wildhorse (Mustang)

Under exploration studies.

 

Aqua Quieta

Completed exploration studies; expected to start exploratory drilling.

 

South Jersey

Lease acquired but no further action has yet been taken.

 

McGinness Hills expansion

Completed exploration studies; expected to start exploratory drilling.

California [2]

 

East and North Brawley

Deep resource lease acquired but no further action has yet been taken.

 

Rhyolite Plateau

Lease acquired but no further action has yet been taken.

Hawaii [3]

 

Ulupalakua (Maui)

Completed exploration studies; the project has been awarded an exploration grant of $4.9 million under the DOE’s Innovative Exploration and Drilling Projects program.

 

Kula

Lease acquired but no further action has yet been taken

 

Kona

Under exploration studies.

Oregon [4]

 

Glass Buttes — Mahogany

Completed exploration studies. The project has been awarded an exploration grant of $4.3 million under the DOE’s Innovative Exploration and Drilling Projects program.

 

Glass Buttes — Midnight Point

Completed exploration studies; awaiting permits to start exploratory drilling.

 

Newberry — Twilight

Started exploratory drilling.

 

Lakeview/ Goose Lake

Completed exploration studies.

Idaho [1]

 

Magic Reservoir

Lease acquired but no further action has yet been taken.

Alaska [1]

 

Mount Spurr

Performed exploration drilling at the site; a $2.0 million exploration grant has been awarded from the Alaska Electricity Authority.

Utah [2]

 

Drum Mountain

Under exploration studies.

 

Whirlwind Valley

Under exploration studies.

New Mexico [1]

 

Rincon

Lease acquired but no further action has yet been taken.

Guatemala [2]

 

Amatitlan Phase II

Completed exploration studies; expected to start exploratory drilling.

 

Tecumburu

Under exploration studies.

New Zealand [1]

 

Tikitere

Signed BOT agreement; no further action has yet been taken.

 

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In addition, we have exploration concessions for geothermal resources of approximately 336,000 acres in the following prospects:

Chile [6]

 

San Pablo

Exploration concession has been approved; started exploration studies.

 

Aroma

Exploration concession has been approved; started exploration studies.

 

Mariman

Exploration concession has been approved; started exploration studies.

 

Quinohuen

Exploration concession has been approved; started exploration studies.

 

San Jose II

Exploration concession has been approved; started exploration studies.

 

Sollipulli

Exploration concession has been approved; started exploration studies.

We also have an option to enter into geothermal leases covering more than 264,000 acres under a lease option agreement with Weyerhaeuser Company and agreement to conduct exploration activity at Warm Springs Tribe. We are currently exploring the following prospects:

Oregon [5]

 

Foley Hot Springs

Started exploration studies.

 

Silver Lake

Started exploration studies.

 

Summer Lake

Started exploration studies.

 

Winema

Started exploration studies.

 

Warm Springs Tribe

Started exploration studies.

Others

Solar PV Projects (Israel)

We have rights to develop ground-mounted and roof-top Solar PV projects in Israel, either by ourselves or with a third party. Due to the changes in the feed-in tariff under the current regulation in Israel, resulting in significantly lower than initially expected feed-in tariff, together with a long permitting process, we currently decided to exclude those projects from our plan for future development.

Operations of our Product Segment

Power Units for Geothermal Power Plants.    We design, manufacture, and sell power units for geothermal electricity generation, which we refer to as OECs. Our customers include contractors and geothermal plant owners and operators.

The consideration for the power units is usually paid in installments, in accordance with milestones set in the supply agreement. Sometimes we agree to provide the purchaser with spare parts (or alternatively, with a

 

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non-exclusive license to manufacture such parts). We provide the purchaser with at least a 12-month warranty for such products. We usually also provide the purchaser (often, upon receipt of advances made by the purchaser) with a guarantee, which expires in part upon delivery of the equipment to the site and fully expires at the termination of the warranty period. The guarantees are typically supported by letters of credit.

Power Units for Recovered Energy-Based Power Generation.    We design, manufacture, and sell power units used to generate electricity from recovered energy or so-called “waste heat”. Our existing and target customers include interstate natural gas pipeline owners and operators, gas processing plant owners and operators, cement plant owners and operators, and other companies engaged in other energy-intensive industrial processes. We have two different business models for this product line.

 

   

The first business model, which is similar to the model utilized in our geothermal power generation business, consists of the development, construction, ownership, and operation of recovered energy-based generation power plants. In this case, we will enter into agreements to purchase industrial waste heat, and enter into long-term PPAs with off-takers to sell the electricity generated by the REG unit that utilizes such industrial waste heat. The power purchasers in such cases generally are investor-owned electric utilities or local electrical cooperatives.

 

   

Pursuant to the second business model, we construct and sell the power units for recovered energy-based power generation to third parties for use in “inside-the-fence” installations or otherwise. Our customers include gas processing plant owners and operators, cement plant owners and operators and companies in the process industry.

Remote Power Units and other Generators.    We design, manufacture and sell fossil fuel powered turbo-generators with a capacity ranging between 200 watts and 5,000 watts, which operate unattended in extreme hot or cold climate conditions. The remote power units supply energy for remote and unmanned installations and along communications lines and cathodic protection along gas and oil pipelines. Our customers include contractors installing gas pipelines in remote areas. In addition, we manufacture and sell generators for various other uses, including heavy duty direct current generators. The terms of sale of the turbo-generators are similar to those for the power units produced for power plants.

EPC of Power Plants.    We engineer, procure and construct, as an EPC contractor, geothermal and recovered energy power plants on a turnkey basis, using power units we design and manufacture. Our customers are geothermal power plant owners as well as the same customers described above that we target for the sale of our power units for recovered energy-based power generation. Unlike many other companies that provide EPC services, we have an advantage in that we are using our own manufactured equipment and thus have better control over the timing and delivery of required equipment and its costs. The consideration for such services is usually paid in installments, in accordance with milestones set in the EPC contract and related documents. We usually provide performance guarantees or letters of credit securing our obligations under the contract. Upon delivery of the plant to its owner, such guarantees are replaced with a warranty guarantee, usually for a period ranging from 12 months to 36 months. The EPC contract usually places a cap on our liabilities for failure to meet our obligations thereunder.

In connection with the sale of our power units for geothermal power plants, power units for recovered energy-based power generation and remote power units and other generators, we enter, from time to time, into sales agreements for the marketing and sale of such products pursuant to which we are obligated to pay commissions to such representatives upon the sale of our products in the relevant territory covered by such agreements by such representatives or, in some cases, by other representatives in such territory.

Our manufacturing operations and products are certified ISO 9001, ISO 14001, American Society of Mechanical Engineers, and TÜV, and we are an approved supplier to many electric utilities around the world.

 

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Backlog

We have a product backlog of approximately $262.2 million as of February 15, 2013, which includes revenues for the period between January 1, 2013 and February 15, 2013, compared to $241.0 million as of February 15, 2012, which included revenues for the period between January 1, 2012 and February 15, 2012. The approximately $262.2 million in product backlog as of February 15, 2013 includes an EPC contract in the amount of $21.0 million related to the Thermo 1 project with Cyrq, for which revenue will be recognized when payment by the customer is reasonably assured.

The following is a breakdown of the Product Segment backlog as of February 15, 2013 (in millions):

 

     Expected
Completion
of the
Contract
     Sales
Expected
to be
Recognized
in 2013
     Sales Expected
to be
Recognized in
the years
following 2013
     Expected
Until End
of
Contract
 

Geothermal

     2014       $ 161-171       $ 66-76       $ 237   

Recovered Energy

     2013         13                 13   

Remote Power Units

     2013         4                 4   

Other

     2014         2         5         8   
     

 

 

    

 

 

    

 

 

 

Total

      $ 180-190       $ 72-82       $ 262   
     

 

 

    

 

 

    

 

 

 

Competition

In our Electricity Segment, we face competition from geothermal power plant owners and developers as well as other renewable energy providers.

In our Product Segment, we face competition from power plant equipment manufacturers or system integrators and from engineering or projects management companies.

Electricity Segment

Competition in the Electricity Segment is particularly marked in the very early stage of either obtaining the rights to the resource for the development of future projects or acquiring a site already in a more advanced stage of development. Once we or other developers obtained such rights or own a power plant, competition is limited. From time to time and in different jurisdictions competing geothermal developers become our customers in the Product Segment.

The main companies competing with us in the geothermal sector in the United States are CalEnergy, Calpine, Terra-Gen Power LLC, Enel Green Power and other smaller-sized pure play developers. Outside the United States, our competitors in the geothermal sector include companies such as Chevron Corporation, Energy Development Corporation in the Philippines, developers such as Star Energy and Medco Energi in Indonesia, Mighty River Power and Contact Energy in New Zealand and Enel Green Power, Alterra Power, Geo Global Energy and others in Chile. While the geothermal industry is characterized by high barriers to entry, national electric utilities or state-owned oil companies might also enter the market.

In obtaining new PPAs we also face competition from companies engaged in the power generation business from other renewable energy sources, such as wind power, biomass, solar power and hydro-electric power. In the last few years, competition from the wind and solar power generation industries has increased significantly.

As a geothermal company we are focused on niche markets where our site-specific and base load advantages can allow us to develop competitive projects.

 

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Product Segment

Our competitors among power plant equipment suppliers are divided into: high enthalpy and low enthalpy competitors. The main high enthalpy competitors are industrial turbine manufacturers such as Mitsubishi, Fuji and Toshiba of Japan, GE/Nuovo Pignone and Ansaldo Energia of Italy, and Alstom S.A. of France.

The low enthalpy competitors are either binary systems manufacturers using the Organic Rankine Cycle such as Fuji of Japan, Atlas Copco Company, GE-Nuovo Pignone of Italy, and Turboden, or systems integrators such as Turbine Air Systems and Geothermal Development Associates (GDA) of the U.S. While we believe that we have a distinct competitive advantage based on our accumulated experience and current worldwide share of installed binary generation capacity (which is in excess of 90%), an increase in competition, which we currently expect, may impact our ability to secure new purchase orders from potential customers. The increased competition may also lead to a reduction in the prices that we are able to charge for our binary equipment, which in turn may impact our profitability.

In the REG business, our competitors are other Organic Rankine Cycle manufacturers (such as GE and Turboden), manufactures that use Kalina technology (such as Wasabi Energy of Australia), as well as other manufacturers of conventional steam turbines.

In the remote power unit business, we face competition from Global Thermoelectric, as well as from manufacturers of diesel generator sets and small wind and solar installations with batteries.

Currently, none of our competitors compete with us in both the Electricity and the Product Segments.

When the proposed project is an EPC project we also compete with other service suppliers, such as project/engineering companies.

Customers

Most of our revenues from the sale of electricity in the year ended December 31, 2012 were derived from fully-contracted energy and/or capacity payments under long-term PPAs with governmental and private utility entities. Southern California Edison, Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy), HELCO, and SCPPA accounted for 17.5%, 15.3%, 9.4% and 1.5% of revenues, respectively, for the year ended December 31, 2012. Based on publicly available information, as of December 31, 2012, the issuer ratings of Southern California Edison, HELCO, Sierra Pacific Power Company, Nevada Power Company, and SCPPA were as set forth below:

 

Issuer

  

Standard & Poor’s Ratings Services

  

Moody’s Investors Service Inc.

Southern California Edison

   BBB+ (stable outlook)    A3 (stable outlook)

HELCO

   BBB- (stable outlook)    Baa1

Sierra Pacific Power Company

   BB+ (stable outlook)    Ba1 (stable outlook)

Nevada Power Company

   BB+ (stable outlook)    Ba1 (stable outlook)

SCPPA

   BBB (outlook developing)    Aa3 (stable outlook)

The credit ratings of any power purchaser may change from time to time. There is no publicly available information with respect to the credit rating or stability of the power purchasers under the PPAs for our foreign power plants.

Our revenues from the Product Segment are derived from contractors or owners or operators of power plants, process companies, and pipelines. In 2012, the revenues derived from a contract signed with Mighty River Power were more than 10% of our Product Segment revenues.

Raw Materials, Suppliers and Subcontractors

In connection with our manufacturing activities, we use raw materials such as steel and aluminum. We do not rely on any one supplier for the raw materials used in our manufacturing activities, as all of such raw materials are readily available from various suppliers.

 

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We use subcontractors for some of the manufacturing for our products components and for construction activities of our power plants, which allows us to expand our construction and development capacity on an as-needed basis. We are not dependent on any one subcontractor and expect to be able to replace any subcontractor, or assume such manufacturing and construction activities of our projects ourselves, without adverse effect to our operations.

Employees

As of December 31, 2012, we employed 1,252 employees, of which 543 were located in the United States, 538 were located in Israel and 171 were located in other countries. We expect that future growth in the number of our employees will be mainly attributable to the purchase and/or development of new power plants.

None of our employees (other than the employees at the Momotombo power plant) are represented by a labor union, and we have never experienced any labor dispute, strike or work stoppage. We consider our relations with our employees to be satisfactory. We believe our future success will depend on our continuing ability to hire, integrate, and retain qualified personnel.

In the United States, we currently do not have employees represented by unions under collective bargaining agreements. However, a union has recently filed a petition with the National Labor Relations Board (NLRB) in an attempt to organize our employees in our Puna complex in Hawaii. The matter is being processed and adjudicated under NLRB procedures.

We have no collective bargaining agreements with respect to our Israeli employees. However, by order of the Israeli Ministry of Industry, Trade and Labor, the provisions of a collective bargaining agreement between the Histadrut (the General Federation of Labor in Israel) and the Coordination Bureau of Economic Organizations (which includes the Industrialists Association) may apply to some of our non-managerial, finance and administrative, and sales and marketing personnel. This collective bargaining agreement principally concerns cost of living increases, length of the workday, minimum wages and insurance for work-related accidents, annual and other vacation, sick pay, and determination of severance pay, pension contributions, and other conditions of employment. We currently provide such employees with benefits and working conditions which are at least as favorable as the conditions specified in the collective bargaining agreement.

Insurance

We maintain business interruption insurance, casualty insurance, including flood, volcanic eruption and earthquake coverage, and primary and excess liability insurance, as well as customary worker’s compensation and automobile insurance and such other insurance, if any, as is generally carried by companies engaged in similar businesses and owning similar properties in the same general areas or as may be required by any of our PPAs, or any lease, financing arrangement, or other contract. To the extent any such casualty insurance covers both us and/or our power plants, and any other person and/or plants, we generally have specifically designated as applicable solely to us and our power plants “all risk” property insurance coverage in an amount based upon the estimated full replacement value of our power plants (provided that earthquake, volcanic eruption and flood coverage may be subject to annual aggregate limits depending on the type and location of the power plant) and business interruption insurance in an amount that also varies from power plant to power plant.

We generally purchase insurance policies to cover our exposure to certain political risks involved in operating in developing countries. Political risk insurance policies are generally issued by entities which specialize in such policies, such as the Overseas Private Investment Corporation (an agency of the U.S. government), or MIGA (a member of the World Bank Group), and by private sector providers, such as Lloyd Syndicates, Zurich Emerging Markets and other such companies. To date, all of our political risk insurance contracts are with the Multilateral Investment Guarantee Agency and with Zurich Emerging Markets. We have obtained such insurance for all of our foreign power plants currently in operation. However, the policy for the Amatitlan Geothermal Project in Guatemala was terminated following the financing of the project in 2009 due to

 

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our reduced equity exposure. Such insurance policies generally cover, subject to the limitations and restrictions contained therein, approximately 90% of our losses derived from a specified governmental act, such as confiscation, expropriation, riots, and the inability to convert local currency into hard currency and, in certain cases, the breach of agreements.

Regulation of the Electric Utility Industry in the United States

The following is a summary overview of the electric utility industry and applicable federal and state regulations, and should not be considered a full statement of the law or all issues pertaining thereto.

PURPA

PURPA provides the owners of power plants certain benefits described below, if a power plant is a “Qualifying Facility”. A small power production facility is a Qualifying Facility if: (i) the facility does not exceed 80 MW; (ii) the primary energy source of the facility is biomass, waste, renewable resources, or any combination thereof, and 75% of the total energy input of the facility is from these sources, and fossil fuel input is limited to specified uses; and (iii) the facility has filed with FERC a notice of self-certification of qualifying status, or has filed with FERC an application for FERC certification of qualifying status, that has been granted. The 80 MW size limitation, however, does not apply to a facility if (i) it produces electric energy solely by the use, as a primary energy input, of solar, wind, waste or geothermal resources; and (ii) an application for certification or a notice of self-certification of qualifying status of the facility was submitted to the FERC prior to December 21, 1994, and construction of the facility commenced prior to December 31, 1999.

FERC’s regulations under PURPA exempt owners of small power production Qualifying Facilities that use geothermal resources as their primary source and other Qualifying Facilities that are 30 MW or under in size from regulation under the PUHCA 2005, from many provisions of the FPA and from state laws relating to the financial, organization and rate regulation of electric utilities.

With respect to the FPA, FERC’s regulations under PURPA do not exempt from the rate provisions of the FPA sales of energy or capacity from Qualifying Facilities larger than 20 MW in size that are made (a) pursuant to a contract executed after March 17, 2006 that is not a contract made pursuant to a state regulatory authority’s implementation of PURPA or (b) not pursuant to another provision of a state regulatory authority’s implementation of PURPA. The practical effect of this final rule is to require owners of Qualifying Facilities that are larger than 20 MW in size to obtain market-based rate authority from FERC if they seek to sell energy or capacity other than pursuant to a contract executed before March 17, 2006 pursuant to a state regulatory authority’s implementation of PURPA or pursuant to a provision of a state regulatory authority’s implementation of PURPA. However, the rule protects a Qualifying Facility’s rights under any contract or obligation for the sale of energy in effect or pending approval before the appropriate state regulatory authority or non-regulated electric utility on August 8, 2005. Until that contract expires, is terminated or is materially modified, the Qualifying Facility will not be required to file for market based rates.

In addition, PURPA and FERC’s regulations under PURPA require that electric utilities offer to purchase electricity generated by Qualifying Facilities at a rate based on the purchasing utility’s incremental cost of purchasing or producing energy (also known as “avoided cost”). However, FERC’s regulations under PURPA also allow FERC, upon request of a utility, to terminate a utility’s obligation to purchase energy from Qualifying Facilities upon a finding that Qualifying Facilities have nondiscriminatory access to either: (i) independently administered, auction-based day ahead, and real time markets for energy and wholesale markets for long-term sales of capacity; (ii) transmission and interconnection services provided by a FERC-approved regional transmission entity and administered under an open-access transmission tariff that affords nondiscriminatory treatment to all customers, and competitive wholesale markets that provide a meaningful opportunity to sell capacity and energy, including long and short term sales; or (iii) wholesale markets for the sale of capacity and energy that are at a minimum of comparable competitive quality as markets described in (i) and (ii) above. FERC regulations protect a Qualifying Facility’s rights under any contract or obligation involving purchases or sales

 

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that are entered into before FERC has determined that the contracting utility is entitled to relief from the mandatory purchase obligation. FERC has granted the request of California investor-owned utilities for a waiver of the mandatory purchase obligation for Qualifying Facilities larger than 20 MW in size.

We expect that our power plants in the United States will continue to meet all of the criteria required for Qualifying Facilities under PURPA. However, since the Heber power plants have PPAs with Southern California Edison that require Qualifying Facility status to be maintained, maintaining Qualifying Facility status remains a key obligation. If any of the Heber power plants loses its Qualifying Facility status our operations could be adversely affected. Loss of Qualifying Facility status would eliminate the Heber power plants’ exemption from the FPA and thus, among other things, the rates charged by the Heber power plants in the PPAs with Southern California Edison and SCPPA would become subject to FERC regulation. Further, it is possible that the utilities that purchase power from the power plants could successfully obtain a waiver of the mandatory-purchase obligation in their service territories. For example, the three California investor-owned utilities have received such a waiver from FERC for projects larger than 20 MW. If this occurs, the power plants’ existing PPAs will not be affected, but the utilities will not be obligated under PURPA to renew these PPAs or execute new PPAs upon the existing PPAs’ expiration.

PUHCA

PUHCA was repealed, effective February 8, 2006, pursuant to the Energy Policy Act of 2005. Although PUHCA was repealed, the Energy Policy Act of 2005 created the new PUHCA 2005. Under PUHCA 2005, the books and records of a utility holding company, its affiliates, associate companies, and subsidiaries are subject to FERC and state commission review with respect to transactions that are subject to the jurisdiction of either FERC or the state commission or costs incurred by a jurisdictional utility in the same holding company system. However, if a company is a utility holding company solely with respect to Qualifying Facilities, exempt wholesale generators, or foreign utility companies, it will not be subject to review of books and records by FERC under PUHCA 2005. Qualifying Facilities that make only wholesale sales of electricity are not subject to state commissions’ rate, financial, and organizational regulations and, therefore, in all likelihood would not be subject to any review of their books and records by state commissions pursuant to PUHCA 2005 as long as the Qualifying Facility is not part of a holding company system that includes a utility subject to regulation in that state.

FPA

Pursuant to the FPA, among other authorities, the FERC has exclusive rate-making jurisdiction over most wholesale sales of electricity and transmission in interstate commerce. These rates may be based on a cost of service approach or may be determined on a market basis through competitive bidding or negotiation. FERC’s regulations under PURPA exempt owners of small power production Qualifying Facilities that use geothermal resources as their primary source and other Qualifying Facilities that are 30 MW or under in size from many provisions of the FPA. If any of the power plants were to lose its Qualifying Facility status, such power plant could become subject to the full scope of the FPA and applicable state regulations. The application of the FPA and other applicable state regulations to the power plants could require our power plants to comply with an increasingly complex regulatory regime that may be costly and greatly reduce our operational flexibility. Even if a power plant does not lose Qualifying Facility status, if a PPA with a power plant expires, is terminated or is materially modified, the owner of a Qualifying Facility power plant in excess of 20 MW will become subject to rate regulation under the Federal Power Act.

If a power plant in the United States were to become subject to FERC’s ratemaking jurisdiction under the FPA as a result of loss of Qualifying Facility status and the PPA remains in effect, the FERC may determine that the rates currently set forth in the PPA are not just and reasonable and may set rates that are lower than the rates currently charged. In addition, the FERC may require that the power plant refund a portion of amounts previously paid by the relevant power purchaser to such power plant. Such events would likely result in a decrease in our future revenues or in an obligation to disgorge revenues previously received from the power plant, either of which would have an adverse effect on our revenues.

 

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Moreover, the loss of the Qualifying Facility status of any of our power plants selling energy to Southern California Edison could also permit Southern California Edison, pursuant to the terms of its PPA, to cease taking and paying for electricity from the relevant power plant and to seek refunds for past amounts paid. In addition, the loss of any such status would result in the occurrence of an event of default under the indenture for the OFC Senior Secured Notes and the OrCal Senior Secured Notes and hence would give the indenture trustee the right to exercise remedies pursuant to the indenture and the other financing documents.

State Regulation

Our power plants in California and Nevada, by virtue of being Qualifying Facilities that make only wholesale sales of electricity, are not subject to rate, financial and organizational regulations applicable to electric utilities in those states. The power plants each sell or will sell their electrical output under PPAs to electric utilities (Sierra Pacific Power Company, Nevada Power Company, Southern California Edison or SCPPA). All of the utilities except SCPPA are regulated by their respective state public utilities commissions. Sierra Pacific Power Company and Nevada Power Company, which merged and are doing business as NV Energy, are regulated by the PUCN. Southern California Edison is regulated by the CPUC.

Under Hawaii law, non-fossil generators are not subject to regulation as public utilities. Hawaii law provides that a geothermal power producer is to negotiate the rate for its output with the public utility purchaser. If such rate cannot be determined by mutual accord, the PUCH will set a just and reasonable rate. If a non-fossil generator in Hawaii is a Qualifying Facility, federal law applies to such Qualifying Facility and the utility is required to purchase the energy and capacity at its avoided cost. The rates for our power plant in Hawaii are established under a long-term PPA with HELCO.

Environmental Permits

U.S. environmental permitting regimes with respect to geothermal projects center upon several general areas of focus. The first involves land use approvals. These may take the form of Special Use Permits or Conditional Use Permits from local planning authorities or a series of development and utilization plan approvals and right of way approvals where the geothermal facility is entirely or partly on BLM or U.S. Forest Service lands. Certain federal approvals require a review of environmental impacts in conformance with the federal National Environmental Policy Act. In California, some local permit approvals require a similar review of environmental impacts under a state statute known as the California Environmental Quality Act. These federal and local land use approvals typically impose conditions and restrictions on the construction, scope and operation of geothermal projects.

The second category of permitting focuses on the installation and use of the geothermal wells themselves. Geothermal projects typically have three types of wells: (i) exploration wells designed to define and verify the geothermal resource, (ii) production wells to extract the hot geothermal liquids (also known as brine) for the power plant, and (iii) injection wells to inject the brine back into the subsurface resource. In Nevada and on BLM lands, the well permits take the form of geothermal drilling permits for well installation. Approvals are also required to modify wells, including for use as production or injection wells. For all wells drilled in Nevada, a geothermal drilling permit must be obtained from the Nevada Division of Minerals. Those wells in Nevada to be used for injection will also require Underground Injection Control permits from the Nevada Division of Environmental Protection. Geothermal wells on private lands in California require drilling permits from the California Department of Conservation’s DOGGR. The eventual designation of these installed wells as individual production or injection wells and the ultimate closure of any wells is also reviewed and approved by DOGGR pursuant to a DOGGR-approved Geothermal Injection Program.

A third category of permits involves the regulation of potential air emissions associated with the construction and operation of wells and power plants and surface water discharges associated with construction and operations activities. Generally, each well and plant requires a preconstruction air permit and storm water discharge permit before earthwork can commence. In addition, in some jurisdictions the wells that are to be used for production require and those used for injection may require air emissions permits to operate. Combustion

 

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engines and other air pollutant emissions sources at the projects may also require air emissions permits. For our projects, these permits are typically issued at the state or county level. Permits are also required to manage storm water during project construction and to manage drilling muds from well construction, as well as to manage certain discharges to surface impoundments, if any.

A fourth category of permits, that are required in both California and Nevada, includes ministerial permits such as hazardous materials storage and management permits and pressure vessel operating permits. We are also required to obtain water rights permits in Nevada and may be required to obtain groundwater permits in California to use groundwater resources for makeup water. In addition to permits, there are various regulatory plans and programs that are required, including risk management plans (federal and state programs) and hazardous materials management plans (in California).

In some cases our projects may also require permits, issued by the applicable federal agencies or authorized state agencies, regarding threatened or endangered species, permits to impact wetlands or other waters and notices of construction of structures which may have an impact on airspace. Environmental laws and regulations may change in the future, which may lead to increases in the time to receive such permits and associated costs of compliance.

As of the date of this report, all of the material environmental permits and approvals currently required for our operating power plants have been obtained. We are currently experiencing regulatory delays in obtaining various environmental permits and approvals required for projects in development and construction. These delays may lead to increases in the time and cost to complete these projects. Our operations are designed and conducted to comply with applicable environmental permit and approval requirements. Non-compliance with any such requirements could result in fines or other penalties.

Environmental Laws and Regulations

Our facilities are subject to a number of environmental laws and regulations relating to development, construction and operation of geothermal facilities. In the United States, these may include the Clean Air Act, the Clean Water Act, the Emergency Planning and Community Right-to-Know Act, the Endangered Species Act, the National Environmental Policy Act, the Resource Conservation and Recovery Act, and related state laws and regulations.

Our geothermal operations involve significant quantities of brine (substantially, all of which we reinject into the subsurface) and scale, both of which can contain materials (such as arsenic, lead, and naturally occurring radioactive materials) in concentrations that exceed regulatory limits used to define hazardous waste. We also use various substances, including isopentane and industrial lubricants that could become potential contaminants and are generally flammable. Hazardous materials are also used in our equipment manufacturing operations in Israel. As a result, our projects are subject to domestic and foreign federal, state and local statutory and regulatory requirements regarding the use, storage, fugitive emissions, and disposal of hazardous substances. The cost of remediation activities associated with a spill or release of such materials could be significant.

Although we are not aware of any mismanagement of these materials, including any mismanagement prior to the acquisition of some of our power plants, that has materially impaired any of the power plant sites, any disposal or release of these materials onto the power plant sites, other than by means of permitted injection wells, could lead to contamination of the environment and result in material cleanup requirements or other responsive obligations under applicable environmental laws. We believe that at one time there may have been a gas station located on the Mammoth complex site, but because of significant surface disturbance and construction since that time further physical evaluation of the environmental condition of the former gas station site has been impractical. We believe that, given the subsequent surface disturbance and construction activity in the vicinity of the suspected location of the service station, it is likely that environmental contamination, if any, associated with the former facilities and any associated underground storage tanks would have already been encountered if they still existed.

 

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Regulation of the Electric Utility Industry in our Foreign Countries of Operation

The following is a summary overview of certain aspects of the electric industry in the foreign countries in which we have an operating geothermal power plant and should not be considered a full statement of the laws in such countries or all of the issues pertaining thereto.

Nicaragua.    In 1998, two laws were approved by Nicaraguan authorities, Law No. 272-98 and Law No. 271-98, which define the structure of the energy sector in the country. Law No. 272-98 provides for the establishment of the CNE, which is responsible for setting policies, strategies and objectives as well as approving indicative plans for the energy sector. Law No. 271-98 formally assigned regulatory, supervisory, inspection and oversight functions to the INE.

In 2002, the National Congress enacted Law No. 443 to regulate the granting of exploration and exploitation concessions for geothermal fields. The INE adopted this law.

In 2007, Nicaragua passed Law No. 612 amending Law No. 290, which governs the organization of the executive branch. Among other matters, the new law established a new ministry of energy and mining, which has assumed all of the functions and responsibilities of the CNE. The new Ministry of Energy and Mining is responsible for administrating Law No. 443 described above, and is also responsible for granting concessions and permits relating to the exploration or exploitation of any energy source, as well as concessions and licensing for generation, transmission, and distribution of energy.

The Nicaraguan energy sector has been restructured and partially privatized. Following such restructuring and privatization, the government retained title and control of the transmission assets and created the ENATREL, which is in charge of the operation of the transmission system in the country and of the new wholesale market. As part of the restructuring, most of the distribution facilities previously owned by the Nicaraguan Electricity Company, the government-owned vertically-integrated monopoly, were transferred to two companies, DISNORTE and DISSUR, which in turn were privatized and acquired by an affiliate of Union Fenosa, a large Spanish utility. Following such privatization, the PPA for our Momotombo power plant was assigned by the Nicaraguan Electricity Company to DISNORTE and DISSUR. In addition, a National Dispatch Center was created to work with ENATREL and provide for dispatch and wholesale market administration.

Guatemala.    The General Electricity Law of 1996, Decree 93-96, created a wholesale electricity market in Guatemala and established a new regulatory framework for the electricity sector. The law created a new regulatory commission, the CNEE, and a new wholesale power market administrator, the AMM, for the regulation and administration of the sector. The AMM is a private not-for-profit entity. The CNEE functions as an independent agency under the Ministry of Energy and Mines and is in charge of regulating, supervising, and controlling compliance with the electricity law, overseeing the market and setting rates for transmission services, and distribution to medium and small customers. All distribution companies must supply electricity to such customers pursuant to long-term contracts with electricity generators. Large customers can contract directly with the distribution companies, electricity generators or power marketers, or buy energy in the spot market. Guatemala has approved a Law of Incentives for the Development of Renewable Energy Power plants, Decree 52-2003, in order to promote the development of renewable energy power plants in Guatemala. This law provides certain benefits to companies utilizing renewable energy, including a 10-year exemption from corporate income tax and VAT on imports and customs duties. On September 16, 2008, CNEE issued a resolution which approved the Technical Norms for the Connection, Operation, Control and Commercialization of the Renewable Distributed Generation and Self-producers Users with Exceeding Amounts of Energy. This Technical Norm was created to regulate all aspects of generation, connection, operation, control and commercialization of electric energy produced with renewable sources to promote and facilitate the installation of new generation plants, and to promote the connection of existing generation plants which have exceeding amounts of electric energy for commercialization. It is applicable to projects with a capacity of up to 5 MW.

Kenya.    The electric power sector in Kenya is regulated by the Kenyan Energy Act. Among other things, the Kenyan Energy Act provides for the licensing of electricity power producers and public electricity suppliers

 

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or distributors. KPLC is the only licensed public electricity supplier and has a monopoly in the distribution of electricity in the country. The Kenyan Energy Act permits IPPs to install power generators and sell electricity to KPLC, which is owned by various private and government entities, and which currently purchases energy and capacity from other IPPs in addition to our Olkaria III complex. The electricity sector is regulated by the ERC which was created under the Kenyan Energy Act. KPLC’s retail electricity rates are subject to approval by the ERC. The ERC has an expanded mandate to regulate not just the electric power sector but the entire energy sector in Kenya. Transmission of electricity is now undertaken by KETRACO while another company, GDC, is responsible for geothermal assessment, drilling of wells and sale of steam for electricity operations to IPPs and KenGen. Both KETRACO and GDC are wholly owned by the government of Kenya. Under the new national constitution enacted in August 2010, formulation of energy policy (including electricity) and energy regulation are functions of the national government. However, the constitution lists the planning and development of electricity and energy regulation as a function of the county governments (i.e. the regional or local level where an individual power plant is or is intended to be located). How this apparent overlap in functions will work out may only be known when county governments become operational after the forthcoming general elections.

 

ITEM 1A. RISK FACTORS

Because of the following factors, as well as other variables affecting our business, operating results or financial condition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Our financial performance depends on the successful operation of our geothermal power and REG plants, which is subject to various operational risks.

Our financial performance depends on the successful operation of our subsidiaries’ geothermal and REG power plants. In connection with such operations, we derived approximately 63.7% of our total revenues for the year ended December 31, 2012 from the sale of electricity. The cost of operation and maintenance and the operating performance of our subsidiaries’ geothermal power and REG plants may be adversely affected by a variety of factors, including some that are discussed elsewhere in these risk factors and the following:

 

   

regular and unexpected maintenance and replacement expenditures;

 

   

shutdowns due to the breakdown or failure of our equipment or the equipment of the transmission serving utility;

 

   

labor disputes;

 

   

the presence of hazardous materials on our power plant sites;

 

   

continued availability of cooling water supply;

 

   

catastrophic events such as fires, explosions, earthquakes, landslides, floods, releases of hazardous materials, severe storms, or similar occurrences affecting our power plants or any of the power purchasers or other third parties providing services to our power plants; and

 

   

the aging of power plants (which may reduce their availability and increase the cost of their maintenance).

Any of these events could significantly increase the expenses incurred by our power plants or reduce the overall generating capacity of our power plants and could significantly reduce or entirely eliminate the revenues generated by one or more of our power plants, which in turn would reduce our net income and could materially and adversely affect our business, financial condition, future results and cash flow.

As mentioned above, the aging of our power plants may reduce their availability and increase maintenance costs due to the need to repair or replace our equipment. For example, in 2013 we plan to optimize the operation of our Mammoth complex and replace turbines, which were not manufactured by us. Such major maintenance activities impact both the capacity factor of the affected power plant and its operating costs.

 

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Our exploration, development, and operation of geothermal energy resources are subject to geological risks and uncertainties, which may result in decreased performance or increased costs for our power plants.

Our primary business involves the exploration, development, and operation of geothermal energy resources. These activities are subject to uncertainties that, in certain respects, are similar to those typically associated with oil and gas exploration, development, and exploitation, such as dry holes, uncontrolled releases, and pressure and temperature decline. Any of these uncertainties may increase our capital expenditures and our operating costs, or reduce the efficiency of our power plants. We may not find geothermal resources capable of supporting a commercially viable power plant at exploration sites where we have conducted tests, acquired land rights, and drilled test wells, which would adversely affect our development of geothermal power plants. Further, since the commencement of their operations, several of our power plants have experienced geothermal resource cooling and/or reservoir pressure decline in the normal course of operations. For example, some of Brady’s production wells have cooled significantly due to breakthrough from injection wells. Because geothermal reservoirs are complex geological structures, we can only estimate their geographic area and sustainable output. The viability of geothermal power plants depends on different factors directly related to the geothermal resource (such as the temperature, pressure, storage capacity, transmissivity, and recharge) as well as operational factors relating to the extraction or reinjection of geothermal fluids. At our North Brawley power plant, instability of the sands and clay in the geothermal resource and variability in the chemical composition of the geothermal fluid have all combined to increase our capital expenditures for the plant, as well as our ongoing operating expenses, and have so far prevented the plant from operation at its intended design capacity. Our geothermal energy power plants may also suffer an unexpected decline in the capacity of their respective geothermal wells and are exposed to a risk of geothermal reservoirs not being sufficient for sustained generation of the electrical power capacity desired over time.

Another aspect of geothermal operations is the management and stabilization of subsurface impacts caused by fluid injection pressures of production and injection fluids to mitigate subsidence. In the case of the geothermal resource supplying the Heber complex, pressure drawdown in the center of the well field has caused some localized ground subsidence, while pressure in the peripheral areas has caused localized ground inflation. Inflation and subsidence, if not controlled, can adversely affect farming operations and other infrastructure at or near the land surface. Potential costs, which cannot be estimated and may be significant, of failing to stabilize site pressures in the Heber complex area include repair and modification of gravity-based farm irrigation systems and municipal sewer piping and possible repair or replacement of a local road bridge spanning an irrigation canal.

Additionally, active geothermal areas, such as the areas in which our power plants are located, are subject to frequent low-level seismic disturbances. Serious seismic disturbances are possible and could result in damage to our power plants or equipment or degrade the quality of our geothermal resources to such an extent that we could not perform under the PPA for the affected power plant, which in turn could reduce our net income and materially and adversely affect our business, financial condition, future results and cash flow. If we suffer a serious seismic disturbance, our business interruption and property damage insurance may not be adequate to cover all losses sustained as a result thereof. In addition, insurance coverage may not continue to be available in the future in amounts adequate to insure against such seismic disturbances.

Furthermore, absent additional geologic/hydrologic studies, any increase in power generation from our geothermal power plants, failure to reinject the geothermal fluid or improper maintenance of the hydrological balance may affect the operational duration of the geothermal resource and cause it to decline in value over time, and may adversely affect our ability to generate power from the relevant geothermal power plant.

Reduced levels of recovered energy required for the operation of our REG power plants may result in decreased performance of such power plants.

Our REG power plants generate electricity from recovered energy or so-called “waste heat” that is generated as a residual by-product of gas turbine-driven compressor stations and a variety of industrial processes. Any interruption in the supply of the recovered energy source, such as a result of reduced gas flows in the pipelines or reduced level of operation at the compressor stations, or in the output levels of the various industrial processes, may cause an unexpected decline in the capacity and performance of our recovered energy power plants.

 

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Unfavorable meteorological conditions may have a negative effect on electricity production at our Solar PV projects and, therefore, the revenue from such projects may be substantially below our expectations.

The electricity that we expect to produce and the revenue that we expect to generate by our Solar PV power plants are highly dependent on suitable solar conditions and associated weather conditions, which are beyond our control. It is possible that the solar energy at our Solar PV plants will be lower than expected, which would result in an unexpected reduction in energy production and performance and decreased revenues at our Solar PV plants.

Our business development activities may not be successful and our projects under construction may not commence operation as scheduled.

We are in the process of developing and constructing a number of new power plants. We recently entered the solar energy sector of the renewable energy industry and have signed a PPA with the IID for a 10 MW Solar PV project to be built in Imperial Valley, California. Our success in developing a particular project is contingent upon, among other things, negotiation of satisfactory engineering and construction agreements and PPAs, receipt of required governmental permits, obtaining adequate financing, and the timely implementation and satisfactory completion of construction. We may be unsuccessful in accomplishing any of these matters or doing so on a timely basis. Although we may attempt to minimize the financial risks attributable to the development of a project by securing a favorable PPA, obtaining all required governmental permits and approvals and arranging, in certain cases, adequate financing prior to the commencement of construction, the development of a power project may require us to incur significant expenses for preliminary engineering, permitting and legal and other expenses before we can determine whether a project is feasible, economically attractive or capable of being financed. Our lack of experience in the Solar PV sector may also affect our ability to successfully develop, construct, finance, and operate the Solar PV power projects.

Currently, we have power plants under exploration, development or construction in the United States, Kenya, Chile, Guatemala, New Zealand, Honduras and Indonesia, and we intend to pursue the expansion of some of our existing plants and the development of other new plants. Our completion of these facilities is subject to substantial risks, including:

 

   

unanticipated cost increases;

 

   

shortages and inconsistent qualities of equipment, material and labor;

 

   

work stoppages;

 

   

inability to obtain permits and other regulatory matters;

 

   

failure by key contractors and vendors to timely and properly perform, including in the Solar PV sector where we will use equipment manufactured by others;

 

   

inability to secure the required transmission capacity;

 

   

adverse environmental and geological conditions (including inclement weather conditions); and

 

   

our attention to other projects, including those in the solar energy sector.

Any one of these could give rise to delays, cost overruns, the termination of the plant expansion, construction or development or the loss (total or partial) of our interest in the project under development, construction, or expansion.

We rely on power transmission facilities that we do not own or control.

We depend on transmission facilities owned and operated by others to deliver the power we sell from our power plants to our customers. If transmission is disrupted, or if the transmission capacity infrastructure is inadequate, our ability to sell and deliver power to our customers may be adversely impacted and we may either incur additional costs or forego revenues. In addition, lack of access to new transmission capacity may affect our ability to develop new projects. Existing congestion of transmission capacity, as well as expansion of transmission systems and competition from other developers seeking access to expanded systems, could also affect our performance.

 

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The aftermath of the recent global recession and its attendant credit constraints could adversely affect us.

We may continue to experience lower levels of worldwide demand for energy and face tighter credit markets, as the world economy continues to recover from the disruption in the global credit markets, failures or material business deterioration of investment banks, commercial banks, and other financial institutions, concerns over the European Union debt and currency crisis and significant reductions in asset values across businesses, households and individuals that led to the recent global recession. These conditions may adversely affect both our Electricity and Product Segments. Among other things, we might face:

 

   

potential adverse impacts on our ability to negotiate waivers or modifications of the terms of existing financing arrangements with existing lenders if and when that might be necessary;

 

   

potential declines in revenues in our Product Segment due to reduced or postponed orders or other factors caused by economic challenges faced by our customers and prospective customers; and

 

   

potential adverse impacts on our customers’ ability to pay, when due, amounts payable to us and related increases in our cost of capital associated with any increased working capital or borrowing needs we may have if this occurs, or to collect amounts payable to us in full (or at all) if any of our customers fail or seek protection under applicable bankruptcy or insolvency laws.

Any of these things could materially adversely affect our business, financial condition, operating results, and cash flow.

We may be unable to obtain the financing we need to pursue our growth strategy and any future financing we receive may be less favorable to us than our current financing arrangements, either of which may adversely affect our ability to expand our operations.

Most of our geothermal power plants generally have been financed using leveraged financing structures, consisting of non-recourse or limited recourse debt obligations. As of December 31, 2012, we had approximately $1,030.9 million of total consolidated indebtedness, of which approximately $595.4 million represented non-recourse and limited recourse debt held by our subsidiaries. Each of our projects under development or construction and those projects and businesses we may seek to acquire or construct will require substantial capital investment. Our continued access to capital with acceptable terms is necessary for the success of our growth strategy. Our attempts to obtain future financings may not be successful or on favorable terms.

Market conditions (including those described in the immediately preceding risk factor) and other factors may not permit future project and acquisition financings on terms similar to those our subsidiaries have previously received. Our ability to arrange for financing on a substantially non-recourse or limited recourse basis, and the costs of such financing, are dependent on numerous factors, including general economic conditions, conditions in the global capital and credit markets (as discussed above), investor confidence, the continued success of current power plants, the credit quality of the power plants being financed, the political situation in the country where the power plant is located, and the continued existence of tax and securities laws which are conducive to raising capital. If we are not able to obtain financing for our power plants on a substantially non-recourse or limited recourse basis, we may have to finance them using recourse capital such as direct equity investments, parent company loans or the incurrence of additional debt by us.

Also, in the absence of favorable financing options, we may decide not to build new plants or acquire facilities from third parties. Any of these alternatives could have a material adverse effect on our growth prospects.

Our foreign power plants expose us to risks related to the application of foreign laws, taxes, economic conditions, labor supply and relations, political conditions, and policies of foreign governments, any of which may delay or reduce our ability to profit from such power plants.

We have substantial operations outside of the United States that generated revenues in the amount of $247.0 million for the year ended December 31, 2012, which represented 48.0% of our total revenues for such year. Our

 

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foreign operations are subject to regulation by various foreign governments and regulatory authorities and are subject to the application of foreign laws. Such foreign laws or regulations may not provide the same type of legal certainty and rights, in connection with our contractual relationships in such countries, as are afforded to our power plants in the United States, which may adversely affect our ability to receive revenues or enforce our rights in connection with our foreign operations. Furthermore, existing laws or regulations may be amended or repealed, and new laws or regulations may be enacted or issued. In addition, the laws and regulations of some countries may limit our ability to hold a majority interest in some of the power plants that we may develop or acquire, thus limiting our ability to control the development, construction and operation of such power plants. Our foreign operations are also subject to significant political, economic and financial risks, which vary by country, and include:

 

   

changes in government policies or personnel;

 

   

changes in general economic conditions;

 

   

restrictions on currency transfer or convertibility;

 

   

changes in labor relations;

 

   

political instability and civil unrest;

 

   

changes in the local electricity market;

 

   

breach or repudiation of important contractual undertakings by governmental entities; and

 

   

expropriation and confiscation of assets and facilities.

In particular, in Guatemala the electricity sector was partially privatized, and it is currently unclear whether further privatization will occur in the future. Such developments may affect our Amatitlan and Zunil power plants if, for example, they result in changes to the prevailing tariff regime or in the identity and creditworthiness of our power purchasers. In Nicaragua, subsidiaries of Union Fenosa, which are the off-takers of our Momotombo power plant, have been experiencing difficulties adjusting the tariffs charged to their customers, thus affecting their ability to pay for electricity they purchase from power generators. This may adversely affect our Momotombo power plant. In addition, recent sentiment in Kenya suggests increased opposition to the presence of foreign investors generally, including in the electricity sector. In addition, further re-organization of KPLC has been made with the formation of a new company known as KETRACO to undertake power transmission. No announcement has been made as to whether KPLC’s transmission assets will be transferred to KETRACO. In addition, the state owned GDC has begun operations, and has been charged with geothermal assessment, drilling of steam wells and sale of steam to future IPPs and to KenGen for electricity generation. Any break-up and potential privatization of KPLC may adversely affect our Olkaria III complex. Although we generally obtain political risk insurance in connection with our foreign power plants, such political risk insurance does not mitigate all of the above-mentioned risks. In addition, insurance proceeds received pursuant to our political risk insurance policies, where applicable, may not be adequate to cover all losses sustained as a result of any covered risks and may at times be pledged in favor of the power plant lenders as collateral. Also, insurance may not be available in the future with the scope of coverage and in amounts of coverage adequate to insure against such risks and disturbances.

Our foreign power plants and foreign manufacturing operations expose us to risks related to fluctuations in currency rates, which may reduce our profits from such power plants and operations.

Risks attributable to fluctuations in currency exchange rates can arise when 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 addition, the imposition by foreign governments of restrictions on the transfer of foreign currency abroad, or restrictions on the conversion of local currency into foreign currency, would have an adverse effect on the operations of our foreign power plants and foreign manufacturing operations, and may limit or diminish the amount of cash and income that we receive from such foreign power plants and operations.

 

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A significant portion of our net revenue is attributed to payments made by power purchasers under PPAs. The failure of any such power purchaser to perform its obligations under the relevant PPA or the loss of a PPA due to a default would reduce our net income and could materially and adversely affect our business, financial condition, future results and cash flow.

A significant portion of our net revenue is attributed to revenues derived from power purchasers under the relevant PPAs. Southern California Edison, Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy), HELCO, and KPLC have accounted for 17.5%, 15.3%, 9.4%, and 7.9%, respectively, of our revenues for the year ended December 31, 2012. There is a risk that any one or more of the power purchasers may not fulfill their respective payment obligations under their PPAs. If any of the power purchasers fails to meet its payment obligations under its PPAs, it could materially and adversely affect our business, financial condition, future results and cash flow.

Seasonal variations may cause significant fluctuations in our cash flows, which may cause the market price of our common stock to fall in certain periods.

Our results of operations are subject to seasonal variations. This is primarily because some of our domestic power plants receive higher capacity payments under the relevant PPAs during the summer months, and due to the generally higher time-of-use energy factor during the summer months. Some of our other power plants may experience reduced generation during warm periods due to the lower heat differential between the geothermal fluid and the ambient surroundings. Such seasonal variations could materially and adversely affect our business, financial condition, future results and cash flow. If our operating results fall below the public’s or analysts’ expectations in some future period or periods, the market price of our common stock will likely fall in such period or periods.

Pursuant to the terms of some of our PPAs with investor-owned electric utilities in states that have renewable portfolio standards, the failure to supply the contracted capacity and energy thereunder may result in the imposition of penalties.

Under the PPAs of our Burdette (Galena 1), Desert Peak 2, Galena 2, Galena 3, Jersey Valley, McGinness Hills, Tuscarora and North Brawley power plants, we may be required to make payments to the relevant power purchaser in an amount equal to such purchaser’s replacement costs for renewable energy relating to any shortfall amount of renewable energy that we do not provide as required under the PPA and which such power purchaser is forced to obtain from an alternate source. All of these plants were in commercial operation in 2012, and to date, except in the case of North Brawley power plant, the shortfall amount has not been material. In the case of North Brawley, which operates below its contract capacity level, the purchaser’s replacement costs are materially lower than the PPA’s energy rate and therefore no payment is required. In addition, we may be required to make payments to the relevant power purchaser in an amount equal to its replacement costs relating to any renewable energy credits we do not provide as required under the relevant PPA. We may be subject to certain penalties, and we may also be required to pay liquidated damages if certain minimum performance requirements are not met under certain of our PPAs. With respect to the Brady PPA, we may also be required to pay liquidated damages of approximately $1.5 million (increased by the percent change in GNP deflator) to our power purchaser if the relevant power plant does not maintain availability of at least 85% during applicable peak periods. Any or all of these could materially and adversely affect our business, financial condition, future results and cash flow.

The SRAC for our power purchasers may decline, which would reduce our power plant revenues and could materially and adversely affect our business, financial condition, future results and cash flow.

Under a number of the PPAs for our power plants in California, the price that Southern California Edison pays is based upon its SRAC, which are the incremental costs that it would have incurred had it generated the relevant electrical energy itself or purchased such energy from others. Under settlement agreements between Southern California Edison and a number of power generators in California that are Qualifying Facilities, including our subsidiaries, the energy price component payable by Southern California Edison was fixed through April 2012, but since then and in the future, it will be based on Southern California Edison’s SRAC, as

 

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determined by the CPUC. These SRAC may vary substantially on a monthly basis, and are expected to be based primarily on natural gas prices for gas delivered to California as well as other factors. The levels of SRAC prices paid by Southern California Edison may decline following the expiration date of the settlement agreements, which in turn would reduce our power plant revenues derived from Southern California Edison under our PPAs and could materially and adversely affect our business, financial condition, future results and cash flow.

In December 2010, a global settlement (Global Settlement) relating primarily to the purchase and payment obligations of investor-owned utilities to Qualifying Facilities was approved by the CPUC and became effective on November 23, 2011. Under the terms of the Global Settlement, existing Qualifying Facilities with “Legacy PPAs” (meaning any PPA that was in effect at the time the Global Settlement went into effect) had the option to choose to enter into a “Legacy PPA Amendment” within 180 days of the effectiveness of the Global Settlement. The Legacy PPA Amendment allowed a Qualifying Facility to choose a pricing methodology option going forward from the “pricing effective date”, which in our case was the end of the fixed rate period that terminated April 2012 under a prior settlement agreement with Southern California Edison until December 31, 2014, after which the SRAC will be tied only to a formula with energy market heat rates. The pricing options that we chose for our PPAs:

 

   

In the case of our Ormesa complex and Heber complex PPAs we switched to a new SRAC methodology, which includes fixed rates, declining heat rates, a variable O&M component, an adjustment based on location, and a price adjustment if GHG costs are imposed on the facility, all until December 31, 2014, after which the SRAC will be tied only to a formula with energy market heat rates; and

 

   

In the case of our Mammoth complex PPAs we switched to the same formula specified in (1) above but with somewhat higher heat rates, no GHG cost adder and no location adjustment (for renewable resources).

The Global Settlement further provides that after July 1, 2015 if the term of a Qualifying Facility’s Legacy PPA expires, the investor-owned utilities would have no obligation to purchase power from the Qualifying Facility if the Qualifying Facility has a generating capacity in excess of 20 MW. Qualifying Facilities below 20 MW will be entitled to a new standard offer PPA, with SRAC pricing and capacity payments as determined from time to time by the CPUC. The joint parties to the Global Settlement agreed that the utilities can go to FERC to obtain a waiver of the mandatory purchase obligation under PURPA for Qualifying Facilities above 20 MW and FERC has granted such waiver for these California utilities. Our existing PPAs with California investor-owned utilities are not affected by this waiver.

If any of our domestic power plants loses its current Qualifying Facility status under PURPA, or if amendments to PURPA are enacted that substantially reduce the benefits currently afforded to Qualifying Facilities, our domestic operations could be adversely affected.

Most of our domestic power plants are Qualifying Facilities pursuant to the PURPA, which largely exempts the power plants from the FPA, and certain state and local laws and regulations regarding rates and financial and organizational requirements for electric utilities.

If any of our domestic power plants were to lose its Qualifying Facility status, such power plant could become subject to the full scope of the FPA and applicable state regulation. The application of the FPA and other applicable state regulation to our domestic power plants could require our operations to comply with an increasingly complex regulatory regime that may be costly and greatly reduce our operational flexibility.

If a domestic power plant were to lose its Qualifying Facility status, it would become a public utility under the FPA, and the rates charged by such power plant pursuant to its PPAs would be subject to the review and approval of FERC. FERC, upon such review, may determine that the rates currently set forth in such PPAs are not appropriate and may set rates that are lower than the rates currently charged. In addition, FERC may require that some or all of our domestic power plants refund amounts previously paid by the relevant power purchaser to such power plant. Such events would likely result in a decrease in our future revenues or in an obligation to

 

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disgorge revenues previously received from our domestic power plants, either of which would have an adverse effect on our revenues. Even if a power plant does not lose its Qualifying Facility status, pursuant to a final rule issued by FERC for Qualifying Facility power plants above 20 MW, if a power plant’s PPA is terminated or otherwise expires, and the subsequent sales are not made pursuant to a state’s implementation of PURPA, that power plant will become subject to FERC’s ratemaking jurisdiction under the FPA. Moreover, a loss of Qualifying Facility status also could permit the power purchaser, pursuant to the terms of the particular PPA, to cease taking and paying for electricity from the relevant power plant or, consistent with FERC precedent, to seek refunds of past amounts paid. This could cause the loss of some or all of our revenues payable pursuant to the related PPAs, result in significant liability for refunds of past amounts paid, or otherwise impair the value of our power plants. If a power purchaser were to cease taking and paying for electricity or seek to obtain refunds of past amounts paid, there can be no assurance that the costs incurred in connection with the power plant could be recovered through sales to other purchasers or that we would have sufficient funds to make such payments. In addition, the loss of Qualifying Facility status would be an event of default under the financing arrangements currently in place for some of our power plants, which would enable the lenders to exercise their remedies and enforce the liens on the relevant power plant.

Pursuant to the Energy Policy Act of 2005, FERC also has the authority to prospectively lift the mandatory obligation of a utility under PURPA to offer to purchase the electricity from a Qualifying Facility if the utility operates in a workably competitive market. Existing PPAs between a Qualifying Facility and a utility are not affected. If, in addition to California, the utilities in the other regions in which our domestic power plants operate were to be relieved of the mandatory purchase obligation, they would not be required to purchase energy from the power plant in the region under Federal law upon termination of the existing PPA or with respect to new power plants, which could materially and adversely affect our business, financial condition, future results and cash flow.

Our financial performance is significantly dependent on the successful operation of our power plants, which is subject to changes in the legal and regulatory environment affecting our power plants.

All of our power plants are subject to extensive regulation, and therefore changes in applicable laws or regulations, or interpretations of those laws and regulations, could result in increased compliance costs, the need for additional capital expenditures or the reduction of certain benefits currently available to our power plants. The structure of domestic and foreign federal, state and local energy regulation currently is, and may continue to be, subject to challenges, modifications, the imposition of additional regulatory requirements, and restructuring proposals. Our power purchasers or we may not be able to obtain all regulatory approvals that may be required in the future, or any necessary modifications to existing regulatory approvals, or maintain all required regulatory approvals. In addition, the cost of operation and maintenance and the operating performance of geothermal power plants may be adversely affected by changes in certain laws and regulations, including tax laws.

Any changes to applicable laws and regulations could significantly increase the regulatory-related compliance and other expenses incurred by the power plants and could significantly reduce or entirely eliminate the revenues generated by one or more of the power plants, which in turn would reduce our net income and could materially and adversely affect our business, financial condition, future results and cash flow.

The costs of compliance with environmental laws and of obtaining and maintaining environmental permits and governmental approvals required for construction and/or operation may increase in the future and these costs (as well as any fines or penalties that may be imposed upon us in the event of any non-compliance with such laws or regulations) could materially and adversely affect our business, financial condition, future results and cash flow.

Environmental laws, ordinances and regulations affecting us can be subject to change and such change could result in increased compliance costs, the need for additional capital expenditures, or otherwise adversely affect us In addition, our power plants are required to comply with numerous domestic and foreign federal, regional, state and local statutory and regulatory environmental standards and to maintain numerous

 

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environmental permits and governmental approvals required for construction and/or operation. We may not be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of the power plants. We have not yet obtained certain permits and government approvals required for the completion and successful operation of power plants under construction or enhancement. Our failure to renew, maintain or obtain required permits or governmental approvals, including the permits and approvals necessary for operating power plants under construction or enhancement, could cause our operations to be limited or suspended. Finally, some of the environmental permits and governmental approvals that have been issued to the power plants contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. If we fail to satisfy these conditions or comply with these restrictions, or with any statutory or regulatory environmental standards, we may become subject to regulatory enforcement action and the operation of the power plants could be adversely affected or be subject to fines, penalties or additional costs.

We could be exposed to significant liability for violations of hazardous substances laws because of the use or presence of such substances at our power plants.

Our power plants are subject to numerous domestic and foreign federal, regional, state and local statutory and regulatory standards relating to the use, storage and disposal of hazardous substances. We use isobutane, isopentane, industrial lubricants, and other substances at our power plants which are or could become classified as hazardous substances. If any hazardous substances are found to have been released into the environment at or by the power plants in concentrations that exceed regulatory limits, we could become liable for the investigation and removal of those substances, regardless of their source and time of release. If we fail to comply with these laws, ordinances or regulations (or any change thereto), we could be subject to civil or criminal liability, the imposition of liens or fines, and large expenditures to bring the power plants into compliance. Furthermore, in the United States, we can be held liable for the cleanup of releases of hazardous substances at other locations where we arranged for disposal of those substances, even if we did not cause the release at that location. The cost of any remediation activities in connection with a spill or other release of such substances could be significant.

We believe that at one time there may have been a gas station located on the Mammoth complex site, but because of significant surface disturbance and construction since that time, further physical evaluation of the environmental condition of the former gas station site has been impractical. There may be soil or groundwater contamination and related potential liabilities of which we are unaware related to this site, which may be significant and could materially and adversely affect our business, financial condition, future results and cash flow.

We may not be able to successfully integrate companies which we may acquire in the future, which could materially and adversely affect our business, financial condition, future results and cash flow.

Our strategy is to continue to expand in the future, including through acquisitions. Integrating acquisitions is often costly, and we may not be able to successfully integrate our acquired companies with our existing operations without substantial costs, delays or other adverse operational or financial consequences. Integrating our acquired companies involves a number of risks that could materially and adversely affect our business, including:

 

   

failure of the acquired companies to achieve the results we expect;

 

   

inability to retain key personnel of the acquired companies;

 

   

risks associated with unanticipated events or liabilities; and

 

   

the difficulty of establishing and maintaining uniform standards, controls, procedures and policies, including accounting controls and procedures.

If any of our acquired companies suffers customer dissatisfaction or performance problems, this could adversely affect the reputation of our group of companies and could materially and adversely affect our business, financial condition, future results and cash flow.

 

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The power generation industry is characterized by intense competition, and we encounter competition from electric utilities, other power producers, and power marketers that could materially and adversely affect our business, financial condition, future results and cash flow.

The power generation industry is characterized by intense competition from electric utilities, other power producers and power marketers. In recent years, there has been increasing competition in the sale of electricity, in part due to excess capacity in a number of U.S. markets and an emphasis on short-term or “spot” markets, and competition has contributed to a reduction in electricity prices. For the most part, we expect that power purchasers interested in long-term arrangements will engage in “competitive bid” solicitations to satisfy new capacity demands. This competition could adversely affect our ability to obtain PPAs and the price paid for electricity by the relevant power purchasers. There is also increasing competition between electric utilities. This competition has put pressure on electric utilities to lower their costs, including the cost of purchased electricity, and increasing competition in the future will put further pressure on power purchasers to reduce the prices at which they purchase electricity from us.

The reduction or elimination of government incentives could adversely affect our business, financial condition, future results and cash flows.

Construction and operation of our geothermal power plants, recovered energy-based power plants, and Solar PV power plants have benefited, and may benefit in the future, from public policies and government incentives that support renewable energy and enhance the economic feasibility of these projects in regions and countries where we operate. Such policies and incentives include PTCs and ITCs, cash grants, loan guaranties, accelerated depreciation tax benefits, renewable portfolio standards, carbon trading mechanisms, rebates, and mandated feed-in-tariffs, and may include similar or other incentives to end users, distributors, system integrators and manufacturers of geothermal, solar and other power products. Some of these measures have been implemented at the federal level, while others have been implemented by different states within the U.S. or countries outside the U.S. where we operate.

The availability and continuation of these public policies and government incentives have a significant effect on the economics and viability of our development program and continued construction of new geothermal, recovered energy-based and Solar PV power plants. Any changes to such public policies, or any reduction in or elimination or expiration of such government incentives could affect us in different ways. For example, any reduction in, termination or expiration of renewable portfolio standards may result in less demand for generation from our geothermal, recovered energy-based, and Solar PV power plants. Any reductions in, termination or expiration of other government incentives could reduce the economic viability of, and cause us to reduce, the construction of new geothermal, recovered energy-based, and Solar PV power plants. Similarly, any such changes that affect the geothermal energy industry in a manner that is different from other sources of renewable energy, such as wind or solar, may put us at a competitive disadvantage compared to businesses engaged in the development, construction and operation of renewable power projects using such other resources. Any of the foregoing outcomes could have a material adverse effect on our business, financial condition, future results, and cash flows.

We face competition from other companies engaged in the solar energy sector.

The solar power market is intensely competitive and rapidly evolving. We compete with many companies that have longer operating histories in this sector, larger customer bases, and greater brand recognition, as well as, in some cases, significantly greater financial and marketing resources than us. In some cases, these competitors are vertically integrated in the solar energy sector, manufacturing Solar PV, silicon wafers, and other related products for the solar industry, which may give them an advantage in developing, constructing, owning and operating solar power projects. Our lack of experience in the Solar PV sector may affect our ability to successfully develop, construct, finance, and operate Solar PV power projects.

 

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The existence of a prolonged force majeure event or a forced outage affecting a power plant or the transmission system of the IID could reduce our net income and materially and adversely affect our business, financial condition, future results and cash flow.

The operation of our subsidiaries’ geothermal power plants is subject to a variety of risks discussed elsewhere in these risk factors, including events such as fires, explosions, earthquakes, landslides, floods, severe storms or other similar events. If a power plant experiences an occurrence resulting in a force majeure event, although our subsidiary that owns that power plant would be excused from its obligations under the relevant PPA the relevant power purchaser may not be required to make any capacity and/or energy payments with respect to the affected power plant or plant so long as the force majeure event continues and, pursuant to certain of our PPAs, will have the right to prematurely terminate the PPA. Additionally, to the extent that a forced outage has occurred, the relevant power purchaser may not be required to make any capacity and/or energy payments to the affected power plant, and if as a result the power plant fails to attain certain performance requirements under certain of our PPAs, the purchaser may have the right to permanently reduce the contract capacity (and correspondingly, the amount of capacity payments due pursuant to such agreements in the future), seek refunds of certain past capacity payments, and/or prematurely terminate the PPA. As a consequence, we may not receive any net revenues from the affected power plant other than the proceeds from any business interruption insurance that applies to the force majeure event or forced outage after the relevant waiting period, and may incur significant liabilities in respect of past amounts required to be refunded.

In addition, if the transmission system of the IID experiences a force majeure event or a forced outage which prevents it from transmitting the electricity from the Heber complex, the Ormesa complex or the North Brawley power plant to the relevant power purchaser, the relevant power purchaser would not be required to make energy payments for such non-delivered electricity and may not be required to make any capacity payments with respect to the affected power plant so long as such force majeure event or forced outage continues. Our revenues for the year ended December 31, 2012, from the power plants utilizing the IID transmission system, were approximately $77.2 million. The impact of such force majeure would depend on the duration thereof, with longer outages resulting in greater revenue loss. In the event of any such force majeure event, our business, financial condition, future results and cash flows could be materially and adversely affected.

Some of our leases will terminate if we do not extract geothermal resources in “commercial quantities”, thus requiring us to enter into new leases or secure rights to alternate geothermal resources, none of which may be available on terms as favorable to us as any such terminated lease, if at all.

Most of our geothermal resource leases are for a fixed primary term, and then continue for so long as geothermal resources are extracted in “commercial quantities” or pursuant to other terms of extension. The land covered by some of our leases is undeveloped and has not yet produced geothermal resources in commercial quantities. Leases that cover land which remains undeveloped and does not produce, or does not continue to produce, geothermal resources in commercial quantities and leases that we allow to expire, will terminate. In the event that a lease is terminated and we determine that we will need that lease once the applicable power plant is operating, we would need to enter into one or more new leases with the owner(s) of the premises that are the subject of the terminated lease(s) in order to develop geothermal resources from, or inject geothermal resources into, such premises or secure rights to alternate geothermal resources or lands suitable for injection. We may not be able to do this or may not be able to do so without incurring increased costs, which could materially and adversely affect our business, financial condition, future results and cash flow.

Our BLM leases may be terminated if we fail to comply with any of the provisions of the Geothermal Steam Act or if we fail to comply with the terms or stipulations of such leases, which could materially and adversely affect our business, financial condition, future results and cash flow.

Pursuant to the terms of our BLM leases, we are required to conduct our operations on BLM-leased land in a workmanlike manner and in accordance with all applicable laws and BLM directives and to take all mitigating actions required by the BLM to protect the surface of and the environment surrounding the relevant land.

 

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Additionally, certain BLM leases contain additional requirements, some of which relate to the mitigation or avoidance of disturbance of any antiquities, cultural values or threatened or endangered plants or animals. In the event of a default under any BLM lease, or the failure to comply with such requirements, or any non-compliance with any of the provisions of the Geothermal Steam Act or regulations issued thereunder, the BLM may, 30 days after notice of default is provided to our relevant project subsidiary, suspend our operations until the requested action is taken or terminate the lease, either of which could materially and adversely affect our business, financial condition, future results and cash flow.

Some of our leases (or subleases) could terminate if the lessor (or sublessor) under any such lease (or sublease) defaults on any debt secured by the relevant property, thus terminating our rights to access the underlying geothermal resources at that location.

The fee interest in the land which is the subject of some of our leases (or subleases) may currently be or may become subject to encumbrances securing loans from third-party lenders to the lessor (or sublessor). Our rights as lessee (or sublessee) under such leases (or subleases) are or may be subject and subordinate to the rights of any such lender. Accordingly, a default by the lessor (or sublessor) under any such loan could result in a foreclosure on the underlying fee interest in the property and thereby terminate our leasehold interest and result in the shutdown of the power plant located on the relevant property and/or terminate our right of access to the underlying geothermal resources required for our operations.

In addition, a default by a sublessor under its lease with the owner of the property that is the subject of our sublease could result in the termination of such lease and thereby terminate our sublease interest and our right to access the underlying geothermal resources required for our operations.

Current and future urbanizing activities and related residential, commercial, and industrial developments may encroach on or limit geothermal or Solar PV activities in the areas of our power plants, thereby affecting our ability to utilize access, inject and/or transport geothermal resources on or underneath the affected surface areas or construct and operate Solar PV facilities which require large areas of relatively flat land.

Current and future urbanizing activities and related residential, commercial and industrial development may encroach on or limit geothermal activities in the areas of our power plants, thereby affecting our ability to utilize, access, inject, and/or transport geothermal resources on or underneath the affected surface areas. In particular, the Heber power plants rely on an area, which we refer to as the Heber Known Geothermal Resource Area or Heber KGRA, for the geothermal resource necessary to generate electricity at the Heber power plants. Imperial County has adopted a “specific plan area” that covers the Heber KGRA, which we refer to as the “Heber Specific Plan Area”. The Heber Specific Plan Area allows commercial, residential, industrial and other employment oriented development in a mixed-use orientation, which currently includes geothermal uses. Several of the landowners from whom we hold geothermal leases have expressed an interest in developing their land for residential, commercial, industrial or other surface uses in accordance with the parameters of the Heber Specific Plan Area. Currently, Imperial County’s Heber Specific Plan Area is coordinated with the cities of El Centro and Calexico. There has been ongoing underlying interest since the early 1990s to incorporate the community of Heber. While any incorporation process would likely take several years, if Heber were to be incorporated, the City of Heber could replace Imperial County as the governing land use authority, which, depending on its policies, could have a significant effect on land use and availability of geothermal resources and any future expansion of our Solar PV plant near the Heber complex.

Current and future development proposals within Imperial County and the City of Calexico, applications for annexations to the City of Calexico, and plans to expand public infrastructure may affect surface areas within the Heber KGRA, thereby limiting our ability to utilize, access, inject and/or transport the geothermal resource on or underneath the affected surface area that is necessary for the operation of our Heber power plants, which could adversely affect our operations and reduce our revenues.

Current construction works and urban developments in the vicinity of our Steamboat complex of power plants in Nevada may also affect future permitting for geothermal operations relating to those power plants. Such

 

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works and developments include plans for the construction of a new casino hotel and other commercial or industrial developments on land in the vicinity of our Steamboat complex.

We depend on key personnel for the success of our business.

Our success is largely dependent on the skills, experience and efforts of our senior management team and other key personnel. In particular, our success depends on the continued efforts of Lucien Bronicki, Yehudit Bronicki and Yoram Bronicki, and other key employees. The loss of the services of any key employee could materially harm our business, financial condition, future results and cash flow. Although to date we have been successful in retaining the services of senior management and have entered into employment agreements with Lucien Bronicki, Yehudit Bronicki and Yoram Bronicki, such members of our senior management may terminate their employment agreements without cause and with notice periods ranging from 30 to 180 days. In addition, while Lucien and Yehudit Bronicki have not indicated any plan to retire, they are 78 and 71 years old, respectively, and either of them may decide to retire at any time. We may also not be able to locate or employ on acceptable terms qualified replacements for our senior management or key employees if their services were no longer available.

Our power plants have generally been financed through a combination of our corporate funds and limited or non-recourse project finance debt and lease financing. If our project subsidiaries default on their obligations under such limited or non-recourse debt or lease financing, we may be required to make certain payments to the relevant debt holders, and if the collateral supporting such leveraged financing structures is foreclosed upon we may lose certain of our power plants.

Our power plants have generally been financed using a combination of our corporate funds and limited or non-recourse project finance debt or lease financing. Limited recourse project finance debt refers to our additional agreement, as part of the financing of a power plant, to provide limited financial support for the power plant subsidiary in the form of limited guarantees, indemnities, capital contributions and agreements to pay certain debt service deficiencies. Non-recourse project finance debt or lease financing refers to financing arrangements that are repaid solely from the power plant’s revenues and are secured by the power plant’s physical assets, major contracts, cash accounts and, in many cases, our ownership interest in the project subsidiary. If our project subsidiaries default on their obligations under the relevant debt documents, creditors of a limited recourse project financing will have direct recourse to us, to the extent of our limited recourse obligations, which may require us to use distributions received by us from other power plants, as well as other sources of cash available to us, in order to satisfy such obligations. In addition, if our project subsidiaries default on their obligations under the relevant debt documents (or a default under such debt documents arises as a result of a cross-default to the debt documents of some of our other power plants) and the creditors foreclose on the relevant collateral, we may lose our ownership interest in the relevant project subsidiary or our project subsidiary owning the power plant would only retain an interest in the physical assets, if any, remaining after all debts and obligations were paid in full.

Changes in costs and technology may significantly impact our business by making our power plants and products less competitive.

A basic premise of our business model is that generating baseload power at geothermal power plants achieves economies of scale and produces electricity at a competitive price. However, traditional coal-fired systems and gas-fired systems may under certain economic conditions produce electricity at lower average prices than our geothermal plants. In addition, there are other technologies that can produce electricity, most notably fossil fuel power systems, hydroelectric systems, fuel cells, microturbines, windmills, Solar PV cells and Solar PV systems. Some of these alternative technologies currently produce electricity at a higher average price than our geothermal plants, however research and development activities are ongoing to seek improvements in such alternate technologies and their cost of producing electricity is gradually declining. It is possible that advances will further reduce the cost of alternate methods of power generation to a level that is equal to or below that of most geothermal power generation technologies. If this were to happen, the competitive advantage of our power plants may be significantly impaired.

 

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Our expectations regarding the market potential for the development of recovered energy-based power generation may not materialize, and as a result we may not derive any significant revenues from this line of business.

Demand for our recovered energy-based power generation units may not materialize or grow at the levels that we expect. We currently face competition in this market from manufacturers of conventional steam turbines and may face competition from other related technologies in the future. If this market does not materialize at the levels that we expect, such failure may materially and adversely affect our business, financial condition, future results, and cash flow.

Our intellectual property rights may not be adequate to protect our business.

Our intellectual property rights may not be adequate to protect our business. While we occasionally file patent applications, patents may not be issued on the basis of such applications or, if patents are issued, they may not be sufficiently broad to protect our technology. In addition, any patents issued to us or for which we have use rights may be challenged, invalidated or circumvented.

In order to safeguard our unpatented proprietary know-how, trade secrets and technology, we rely primarily upon trade secret protection and non-disclosure provisions in agreements with employees and others having access to confidential information. These measures may not adequately protect us from disclosure or misappropriation of our proprietary information.

Even if we adequately protect our intellectual property rights, litigation may be necessary to enforce these rights, which could result in substantial costs to us and a substantial diversion of management attention. Also, while we have attempted to ensure that our technology and the operation of our business do not infringe other parties’ patents and proprietary rights, our competitors or other parties may assert that certain aspects of our business or technology may be covered by patents held by them. Infringement or other intellectual property claims, regardless of merit or ultimate outcome, can be expensive and time-consuming and can divert management’s attention from our core business.

Threats of terrorism and catastrophic events that could result from terrorism, cyber-attacks, or individuals and/or groups attempting to disrupt our business, or the businesses of third parties, may impact our operations in unpredictable ways and could adversely affect our business, financial condition, future results and cash flow.

We are subject to the potentially adverse operating and financial effects of terrorist acts and threats, as well as cyber-attacks, including, among others, malware, viruses and attachments to e-mails, and other disruptive activities of individuals or groups. Our generation and transmission facilities, information technology systems and other infrastructure facilities and systems and physical assets, could be directly or indirectly affected by such activities. Terrorist acts or other similar events could harm our business by limiting our ability to generate or transmit power and by delaying the development and construction of new generating facilities and capital improvements to existing facilities. These events, and governmental actions in response, could result in a material decrease in revenues and significant additional costs to repair and insure our assets, and could adversely affect operations by contributing to the disruption of supplies and markets for geothermal and recovered energy. Such events could also impair our ability to raise capital by contributing to financial instability and lower economic activity.

We operate in a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure. Despite our implementation of security measures, all of our technology systems (and any programs or data stored thereon or therein) are vulnerable to security breaches, failures, data leakage or unauthorized access due to such activities. Those breaches and events may result from acts of our employees, contractors or third parties. If our technology systems were to fail or be breached and we were unable to recover in a timely way, we would be unable to fulfill critical business functions, and sensitive confidential and other data could be compromised, which could adversely affect our business, financial condition, future results and cash flow.

 

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The implementation of security guidelines and measures and maintenance of insurance, to the extent available, addressing such activities could increase costs. These types of events could adversely affect our business, financial condition, future results and cash flow. In addition such events could require significant management attention and resources and could adversely affect our reputation among customers and the public.

A disruption of transmission or the transmission infrastructure facilities of third parties could negatively impact our business. Because generation and transmission systems are part of an interconnected system, we face the risk of possible loss of business due to a disruption caused by the impact of an event on the interconnected system within our systems or within a neighboring system. Any such disruption could adversely affect our business, financial condition, future results and cash flow.

Possible fluctuations in the cost of construction, raw materials, and drilling may materially and adversely affect our business, financial condition, future results, and cash flow.

Our manufacturing operations are dependent on the supply of various raw materials, including primarily steel and aluminum, and on the supply of various industrial equipment components that we use. We currently obtain all such materials and equipment at prevailing market prices. We are not dependent on any one supplier and do not have any long-term agreements with any of our suppliers. Future cost increases of such raw materials and equipment, to the extent not otherwise passed along to our customers, could adversely affect our profit margins.

Conditions in and around Israel, where the majority of our senior management and all of our production and manufacturing facilities are located, may adversely affect our operations and may limit our ability to produce and sell our products or manage our power plants.

The majority of our senior management and all of our production and manufacturing facilities are located in Israel. Operations in Israel accounted for approximately 18.0%, 22.9% and 18.8% of our operating expenses in the years ended December 31, 2012, 2011 and 2010, respectively. As such, political, economic and security conditions in Israel directly affect our operations.

Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, and the continued state of hostility, varying in degree and intensity, has led to security and economic problems for Israel.

Negotiations between Israel and representatives of the Palestinian Authority in an effort to resolve the state of conflict have been sporadic and have failed to result in peace. The establishment in 2006 of a government in the Gaza territory by representatives of the Hamas militant group has created additional unrest and uncertainty in the region. In each of December 2008 and November 2012, Israel engaged in an armed conflict with Hamas, each of which involved additional missile strikes from the Gaza Strip into Israel and disrupted most day-to-day civilian activity in the proximity of the border with the Gaza Strip. Our production facilities in Israel are located approximately 26 miles from the border with the Gaza Strip.

The recent political instability and civil unrest in the Middle East and North Africa (including the ongoing civil war in Syria) as well as the recently increased tension between Iran and Israel have raised new concerns regarding security in the region and the potential for armed conflict or other hostilities involving Israel. We could be adversely affected by any such hostilities, the interruption or curtailment of trade between Israel and its trading partners, or a significant downturn in the economic or financial condition of Israel. In addition, the sale of products manufactured in Israel may be adversely affected in certain countries by restrictive laws, policies or practices directed toward Israel or companies having operations in Israel.

In addition, some of our employees in Israel are subject to being called upon to perform military service in Israel, and their absence may have an adverse effect upon our operations. Generally, unless exempt, male adult citizens of Israel under the age of 41 are obligated to perform up to 36 days of military reserve duty annually. Additionally, all such citizens are subject to being called to active duty at any time under emergency circumstances.

 

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These events and conditions could disrupt our operations in Israel, which could materially harm our business, financial condition, future results, and cash flow.

If our parent defaults on its lease agreement with the Israel Land Administration, or is involved in a bankruptcy or similar proceeding, our rights and remedies under certain agreements pursuant to which we acquired our product business and pursuant to which we sublease our land and manufacturing facilities from our parent may be adversely affected.

We acquired our business relating to the manufacture and sale of products for electricity generation and related services from our parent, Ormat Industries. In connection with that acquisition, we entered into a sublease with Ormat Industries for the lease of the land and facilities in Yavne, Israel where our manufacturing and production operations are conducted and where our Israeli offices are located. Under the terms of our parent’s lease agreement with the Israel Land Administration our sublease is for a period of twenty-five years less one day. The consent of the Israel Land Administration was obtained for a period of the shorter of (i) 25 years or (ii) the remaining period of the underlying lease agreement with the Israel Land Administration, which terminates between 2018 and 2047. We recently entered into a new lease agreement with Ormat Industries for the sublease of additional manufacturing facilities that were built adjacent to the existing facilities. The agreement will expire on the same date as the abovementioned agreement. If our parent were to breach its obligations to the Israel Land Administration under its lease agreement, the Israel Land Administration could terminate the lease agreement and, consequently, our sublease would terminate as well.

As part of the acquisition described in the preceding paragraph, we also entered into a patent license agreement with Ormat Industries, pursuant to which we were granted an exclusive license for certain patents and trademarks relating to certain technologies that are used in our business. If a bankruptcy case were commenced by or against our parent, it is possible that performance of all or part of the agreements entered into in connection with such acquisition (including the lease of land and facilities described above) could be stayed by the bankruptcy court in Israel or rejected by a liquidator appointed pursuant to the Bankruptcy Ordinance in Israel and thus not be enforceable. Any of these events could have a material and adverse effect on our business, financial condition, future results, and cash flow.

We are a holding company and our revenues depend substantially on the performance of our subsidiaries and the power plants they operate, most of which are subject to restrictions and taxation on dividends and distributions.

We are a holding company whose primary assets are our ownership of the equity interests in our subsidiaries. We conduct no other business and, as a result, we depend entirely upon our subsidiaries’ earnings and cash flow.

The agreements pursuant to which most of our subsidiaries have incurred debt restrict the ability of these subsidiaries to pay dividends, make distributions or otherwise transfer funds to us prior to the satisfaction of other obligations, including the payment of operating expenses, debt service and replenishment or maintenance of cash reserves. In the case of some of our power plants that are owned jointly with other partners there may be certain additional restrictions on dividend distributions pursuant to our agreements with those partners. Further, if we elect to receive distributions of earnings from our foreign operations, we may incur United States taxes on account of such distributions, net of any available foreign tax credits. In all of the foreign countries where our existing power plants are located, dividend payments to us are also subject to withholding taxes. Each of the events described above may reduce or eliminate the aggregate amount of revenues we can receive from our subsidiaries.

Those of our directors and executive officers who also hold positions with our parent may have conflicts of interest with respect to matters involving both companies.

Two of our eight directors are directors and/or officers of Ormat Industries, namely Yehudit Bronicki and Gillon Beck. Our Chief Technology Officer, Lucien Bronicki is a director of Ormat Industries. In addition, two of our executive officers are also executive officers of Ormat Industries, namely our Chief Financial Officer,

 

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Joseph Tenne, is the Chief Financial Officer of our parent, and our Senior Vice President — Contract Management and Corporate Secretary, Etty Rosner, is the Corporate Secretary of our parent. These directors and officers owe fiduciary duties to both companies and may have conflicts of interest on matters affecting both us and our parent, and in some circumstances may have interests adverse to our interests.

Our parent or its controlling stockholders may take actions that conflict with your interests.

Ormat Industries holds approximately 60% of our common stock. Because of these holdings, our parent company will be able to exercise control over all matters requiring stockholder approval, including the election of our directors, amendment of our certificate of incorporation and approval of our significant corporate transactions, and they will have significant control over our management and policies. The directors elected by our parent will be able to significantly influence decisions affecting our capital structure, dividend policies, share issuances and repurchases, and other matters presented for action by our directors. This control may have the effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other stockholders to approve transactions that they may deem to be in their best interest.

Certain of our parent company’s shareholders, through their ownership of our parent’s shares, by contract or otherwise, may also affect our management and policies in various respects. As of February 28, 2013 approximately:

 

   

22.07% of our parent’s ordinary shares was held by Bronicki Investments, a privately held Israeli company that is controlled by Lucien and Yehudit Bronicki.

 

   

22.50% of our parent’s ordinary shares was held by FIMI.

Bronicki Investments and FIMI are parties to a Shareholders Rights Agreement (the “Shareholder Agreement”) that, among other things, includes joint voting and other arrangements that affect our parent and in certain cases its subsidiaries, including us and our subsidiaries. The principal impact of that Shareholder Agreement on us and our subsidiaries are undertakings that:

 

   

subject to any applicable law and fiduciary duties, Bronicki Investments and FIMI will use their reasonable efforts to cause an equal number of designees of Bronicki Investments and FIMI to be elected or appointed to our Board of Directors and to the boards of all active subsidiaries of our parent (including our subsidiaries). In the case of our board, FIMI and Bronicki Investments each have the right to designate four members (subject to staged adjustments if either FIMI or Bronicki Investments or both cease to own specified minimum amounts of our parent’s ordinary shares, within various ranges specified in the Shareholder Agreement); and

 

   

subject to any applicable law, use their best efforts to cause (subject to continued holding of certain minimum amounts of our parent’s ordinary shares):

 

   

the continued service of Yehudit Bronicki as our Chief Executive Officer and of Yoram Bronicki as our President and Chief Operations Officer, in each case for a service period set forth in the Shareholder Agreement. If either Yehudit Bronicki or Yoram Bronicki is unable to fulfill these positions, Bronicki Investments is entitled to appoint to the applicable position another designee;

 

   

the appointment of FIMI’s designee to serve as our Chairman of the Board for a service period set forth in the Shareholder Agreement; and

 

   

after the expiration of the service periods referred to above, the nomination of Bronicki Investments’ designee as our Chief Executive Officer or Chairman of the Board (as Bronicki Investments may decide in its sole discretion), and the appointment of FIMI’s designee as our Chairman of the Board (if Bronicki Investments’ designee serves as Chief Executive Officer) or our Chief Executive Officer (if Bronicki Investments’s designee serves as Chairman of the Board).

The persons currently serving as our directors, Chairman of the Board, Chief Executive Officer and President and Chief Operations Officer are as contemplated by the Shareholders Agreement.

 

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The price of our common stock may fluctuate substantially and your investment may decline in value.

The market price of our common stock may be highly volatile and may fluctuate substantially due to many factors, including:

 

   

actual or anticipated fluctuations in our results of operations including as a result of seasonal variations in our Electricity Segment-based revenues or variations from year-to-year in our Product Segment-based revenues;

 

   

variance in our financial performance from the expectations of market analysts;

 

   

conditions and trends in the end markets we serve, and changes in the estimation of the size and growth rate of these markets;

 

   

announcements of significant contracts by us or our competitors;

 

   

changes in our pricing policies or the pricing policies of our competitors;

 

   

restatements of historical financial results and changes in financial forecasts;

 

   

loss of one or more of our significant customers;

 

   

legislation;

 

   

changes in market valuation or earnings of our competitors;

 

   

the trading volume of our common stock; and

 

   

general economic conditions.

In addition, the stock market in general, and the NYSE and the market for energy companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources, which could materially harm our business, financial condition, future results, and cash flow.

Future sales of common stock by some of our existing stockholders could cause our stock price to decline.

As of the date of this report, our parent, Ormat Industries holds approximately 60% of our outstanding common stock and some of our directors, officers and employees also hold shares of our outstanding common stock. Sales of such shares in the public market, as well as shares we may issue upon exercise of outstanding options, could cause the market price of our common stock to decline. On November 10, 2004, we entered into a registration rights agreement with Ormat Industries whereby Ormat Industries may require us to register our common stock held by it or its directors, officers and employees with the SEC or to include our common stock held by it or its directors, officers and employees in an offering and sale by us.

Provisions in our charter documents and Delaware law may delay or prevent acquisition of us, which could adversely affect the value of our common stock.

Our restated certificate of incorporation and our bylaws contain provisions that could make it harder for a third party to acquire us without the consent of our Board of Directors. These provisions do not permit actions by our stockholders by written consent. In addition, these provisions include procedural requirements relating to stockholder meetings and stockholder proposals that could make stockholder actions more difficult. Our Board of Directors is classified into three classes of directors serving staggered, three-year terms and may be removed only for cause. Any vacancy on the Board of Directors may be filled only by the vote of the majority of directors then in office. Our Board of Directors has the right to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile

 

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acquirer, effectively preventing acquisitions that have not been approved by our Board of Directors. Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. Although we believe these provisions provide for an opportunity to receive a higher bid by requiring potential acquirers to negotiate with our Board of Directors, these provisions apply even if the offer may be considered beneficial by some stockholders.

New regulations related to conflict minerals may force us to incur additional expenses and may damage our relationship with certain customers.

On August 22, 2012, the SEC adopted new requirements regarding mandatory disclosure for companies regarding their use of “conflict minerals” (including tantalum, tin, tungsten and gold) in their products. In general, while we do not directly purchase or use any of these “conflict minerals” as raw materials in the products we manufacture or as part of our manufacturing processes, we will need to examine whether such minerals are contained in the products supplied to us by third parties and, if so, whether such minerals originate from the Democratic Republic of Congo or adjoining countries. If we utilize any of these minerals and they are necessary to the production or functionality of any of our products or products we are contracted to manufacture, we will need to conduct specified due diligence activities and file with the SEC a report in May 2014 disclosing, among others, whether such minerals originate from the Democratic Republic of Congo or adjoining countries. The implementation of these new requirements could adversely affect the sourcing, availability and pricing of minerals used in the manufacture of certain components incorporated in our products. In addition, to the extent the rules apply to us, we will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in our products, and possibly additional expenses related to any changes to our products we may decide are advisable based upon our due diligence findings. Since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals and metals used in our products through the diligence procedures that we implement, which may harm our reputation. In such event, we may also face difficulties in satisfying customers who require that all of the components of our products are certified as conflict mineral free.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

 

ITEM 2. PROPERTIES

We currently lease corporate offices at 6225 Neil Road, Reno, Nevada 89511-1136. We also occupy an approximately 807,000 square feet office and manufacturing facility located in the Industrial Park of Yavne, Israel, which we sublease from Ormat Industries. See Item 13 — “Certain Relationships and Related Transactions”. We also lease small offices in each of the countries in which we operate.

We believe that our current facilities will be adequate for our operations as currently conducted.

Each of our power plants is located on property leased or owned by us or one of our subsidiaries, or is a property that is subject to a concession agreement.

Information and descriptions of our plants and properties are included in Item 1 — “Business”, of this annual report.

 

ITEM 3. LEGAL PROCEEDINGS

There were no material developments in any legal proceedings to which the Company is a party during the fiscal year 2012, other than as described below.

 

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Securities Class Actions

Following the Company’s public announcement that it would restate certain of its financial results due to a change in the Company’s accounting treatment for certain exploration and development costs, three securities class action lawsuits were filed in the United States District Court for the District of Nevada on March 9, 2010, March 18, 2010 and April 7, 2010. These complaints asserted claims against the Company and certain directors and officers for alleged violations of Sections 10(b) and 20(a) of the Exchange Act. One complaint also asserted claims for alleged violations of Sections 11, 12(a) (2) and 15 of the Securities Act. All three complaints alleged claims on behalf of a putative class of purchasers of the Company’s common stock between May 6, 2008 or May 7, 2008 and February 23, 2010 or February 24, 2010. These three lawsuits were consolidated by the Court in an order issued on June 3, 2010, and the Court appointed three of the Company’s stockholders to serve as lead plaintiffs.

Lead plaintiffs filed a consolidated amended class action complaint (CAC) on July 9, 2010 that asserted claims under Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of purchasers of the Company’s common stock between May 7, 2008 and February 24, 2010. The CAC alleged that certain of the Company’s public statements were false and misleading for failing to account properly for the Company’s exploration and development costs based on the Company’s announcement on February 24, 2010 that it was going to restate certain of its financial results to change its method of accounting for exploration and development costs in certain respects. The CAC also alleged that certain of the Company’s statements concerning the North Brawley project were false and misleading. The CAC sought compensatory damages, expenses, and such further relief as the Court may deem proper.

Defendants filed a motion to dismiss the CAC on August 13, 2010. On March 3, 2011, the Court granted in part and denied in part defendants’ motion to dismiss. The Court dismissed plaintiffs’ allegations that the Company’s statements regarding the North Brawley project were false or misleading, but did not dismiss plaintiffs’ allegations regarding the 2008 restatement. Defendants answered the remaining allegations in the CAC regarding the restatement on April 8, 2011, and the case entered the discovery phase. On July 22, 2011, plaintiffs filed a motion to certify the case as a class action on behalf of a class of purchasers of the Company’s common stock between February 25, 2009 and February 24, 2010, and defendants filed an opposition to the motion for class certification on October 4, 2011.

Subsequently, the parties participated in mediation where they reached an agreement in principle to settle the securities class action lawsuits. The parties thereafter filed a stipulation of settlement with the U.S. District Court for the District of Nevada on March 27, 2012, providing that the claims against the Company and its directors and officers will be dismissed with prejudice and plaintiffs will release the defendants from all claims in exchange for a cash payment of $3.1 million to be funded by the Company’s insurers. The stipulation of settlement received preliminary approval by the Court on March 30, 2012, and final approval on October 16, 2012.

The Company and the individual defendants have steadfastly maintained that the claims raised in the securities class action lawsuits were without merit, and have vigorously contested those claims. As part of the settlement, the Company and the individual defendants continue to deny any liability or wrongdoing under the securities laws or otherwise.

Stockholder Derivative Cases

Four stockholder derivative lawsuits have also been filed in connection with the Company’s public announcement that it would restate certain of its financial results due to a change in the Company’s accounting treatment for certain exploration and development costs. Two cases were filed in the Second Judicial District Court of the State of Nevada in and for the County of Washoe on March 16, 2010 and April 21, 2010, and two cases were filed in the United States District Court for the District of Nevada on March 29, 2010 and June 7, 2010. All four lawsuits assert claims brought derivatively on behalf of the Company against certain of its directors and officers for alleged breach of fiduciary duty and other claims, including waste of corporate assets and unjust enrichment.

 

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The two stockholder derivative cases filed in the Second Judicial District Court of the State of Nevada in and for the County of Washoe were consolidated by the Court in an order dated May 27, 2010, and the plaintiffs filed a consolidated derivative complaint on September 7, 2010. In accordance with a stipulation between the parties, defendants filed a motion to dismiss on November 16, 2010. On April 18, 2011, the Court stayed the state derivative case pending the resolution of the securities class action lawsuits.

The two stockholder derivative cases filed in the United States District Court for the District of Nevada were consolidated by the Court in an order dated August 31, 2010, and plaintiffs filed a consolidated derivative complaint on October 28, 2010. The Company filed a motion to dismiss on December 13, 2010. On March 7, 2011, the Court transferred the federal derivative case to the Court presiding over the securities class action, and on August 29, 2011, the Court stayed the federal derivative case pending the resolution of the securities class action lawsuits.

The parties to all the stockholder derivative cases executed a stipulation of settlement to resolve all cases on September 25, 2012. The stipulation provides that: (i) all claims asserted in the derivative cases will be dismissed with prejudice and that plaintiffs will release the defendants from all claims; (ii) the Company will implement and/or maintain certain corporate governance measures for no less than five years; and (iii) plaintiffs’ counsel will receive attorneys’ fees of $700,000 to be funded by the Company’s insurers. The stipulation of settlement received preliminary approval by the Second Judicial District Court of the State of Nevada in and for the County of Washoe on October 22, 2012 and final approval on December 17, 2012 thereby dismissing the stockholder derivative cases pending in that court. Shortly thereafter on December 27, 2012, the United States District Court for the District of Nevada dismissed the stockholder derivative cases pending before it.

The Company believes the allegations in these purported derivative actions were without merit and, as part of the settlement, continues to deny any liability or wrongdoing.

Others

 

   

On December 24, 2012, Laborers’ International Union of North America Local Union No. 783 (LiUNA), an organized labor union, filed a petition in Mono County Superior Court, naming Mono County, California and the Company as defendant and real party in interest, respectively. The petitioners brought this action to challenge the November 13, 2012 decision of the Mono County Board of Supervisors in adopting Resolutions No. 12-78, denying Petitioners’ administrative appeal of the Planning Commission’s approval of Conditional Use Permit (CUP), adoption of findings under the California Environmental Quality Act (CEQA) and adoption of the final environmental impact report (EIR) for the Mammoth enhancement. The petition asks the court to set aside the approval of the CUP and adoption of the EIR and cause a new EIR to be prepared and circulated.

The Company believes that the petition is without merit and intends to respond and take necessary legal action to dismiss the proceedings. The Company responded to LiUNA’s petition. Filing of the petition in and of itself does not have any immediate adverse implications for the Mammoth enhancement.

 

   

On January 4, 2012, the California Unions for Reliable Energy (CURE) filed a petition in Alameda Superior Court, naming the California Energy Commission (CEC) and the Company as defendant and real party in interest, respectively. The petition asks the court to order the CEC to vacate its decision which denied, with prejudice, the complaint filed by CURE against the Company with the CEC. The CURE complaint alleged that the Company’s North Brawley Project and East Brawley Project both exceed the CEC’s 50 MW jurisdictional threshold and therefore are subject to the CEC licensing authority rather than Imperial County licensing authority. In addition, the CURE petition asks the court to investigate and halt any ongoing violation of the Warren Alquist Act by the Company, and to award CURE attorney’s fees and costs. As to North Brawley, CURE alleges that the CEC decision violated the Warren Alquist Act because it failed to consider provisions of the County permit for North Brawley, which CURE contends authorizes the Company to build a generating facility with a number of OECs

 

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capable of generating more than 50 MW. As to East Brawley, CURE alleges that the CEC decision violated the Warren Alquist Act because it failed to consider the conditional use permit application for East Brawley, which CURE contends shows that the Company requested authorization to build a facility with a number of OECs capable of generating more than 50 MW.

The Company believes that the petition is without merit and intends to respond and take necessary legal action to dismiss the proceedings. The parties have filed briefs in the proceeding, and the matter was set for hearing. The court held two hearings and on November 15, 2012 CURE’s petition was denied. Any appeal of the Court’s decision must be filed by Monday, March 4, 2013. The filing of the petition in and of itself does not have any immediate adverse implications for the North Brawley or East Brawley projects and the Company continues to operate the North Brawley project in the ordinary course of business and is proceeding with its development work on the East Brawley project.

 

   

In addition, from time to time, the Company is named as a party to various other lawsuits, claims and other legal and regulatory proceedings that arise in the ordinary course of our business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damage, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to such lawsuits, claims and proceedings, the Company accrues reserves when a loss is probable and the amount of such loss can be reasonably estimated. It is the opinion of the Company’s management that the outcome of these proceedings, individually and collectively, will not be material to the Company’s consolidated financial statements as a whole.

 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NYSE under the symbol “ORA”. Public trading of our stock commenced on November 11, 2004. Prior to that, there was no public market for our stock. As of February 28, 2013, there were 16 record holders of the Company’s common stock. On February 28, 2013, our stock’s closing price as reported on the NYSE was $20.44 per share.

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 of Directors 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 of Directors would prevent us from meeting such business plan or obligations.

Notwithstanding this policy, dividends will be paid only when, as and if approved by our Board of Directors out of funds legally available therefore. The actual amount and timing of dividend payments will depend upon our financial condition, results of operations, business prospects and such other matters as the Board may deem relevant from time to time. Even if profits are available for the payment of dividends, the Board of Directors could determine that such profits should be retained for an extended period of time, used for working capital purposes, expansion or acquisition of businesses or any other appropriate purpose. As a holding company, we are dependent upon the earnings and cash flow of our subsidiaries in order to fund any dividend distributions and, as a result, we may not be able to pay dividends in accordance with our policy. Our Board of Directors may, from time to time, examine our dividend policy and may, in its absolute discretion, change such policy. In addition to the required Board of Directors’ approval for the payment of dividends, the Company can declare as dividends no more than 35% of annual net income as dividends due to restrictions related to its third-party debt (see Note 11 to our consolidated financial statements set forth in Item 8 of this annual report).

We have declared the following dividends over the past two years:

 

Date Declared

   Dividend
Amount per Share
     Record Date   

Payment Date

February 22, 2011    $ 0.05       March 15, 2011   

March 24, 2011

May 4, 2011    $ 0.04       May 18, 2011   

May 25, 2011

August 3, 2011    $ 0.04       August 16, 2011   

August 25, 2011

May 8, 2012    $ 0.04       May 21, 2012   

May 30, 2012

August 1, 2012    $ 0.04       August 14, 2012   

August 23, 2012

High/Low Stock Prices

The following table sets forth the high and low sales prices of our common stock for the years ended December 31, 2011 and 2012, and from January 1, 2013 until February 28, 2013:

 

      First
Quarter
2011
     Second
Quarter
2011
     Third
Quarter
2011
     Fourth
Quarter
2011
     First
Quarter
2012
     Second
Quarter
2012
     Third
Quarter
2012
     Fourth
Quarter
2012
     January 1
to
February 28,
2013
 

High

   $ 31.18       $ 26.13       $ 22.90       $ 19.69       $ 21.05       $ 22.24       $ 21.50       $ 20.80       $ 22.17   

Low:

   $ 23.24       $ 20.60       $ 14.43       $ 15.44       $ 16.01       $ 20.60       $ 17.61       $ 16.67       $ 18.78   

 

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Stock Performance Graph

The following performance graph represents the cumulative total shareholder return for the period November 11, 2004 (the date upon which trading of the Company’s common stock commenced) through December 31, 2012 for our common stock, compared to the Standard and Poor’s Composite 500 Index, and two peer groups.

 

LOGO

 

     11/11/2004     12/31/2004     12/31/2005     12/31/2006     12/31/2007     12/31/2008     12/31/2009     12/31/2010     12/31/2011     12/31/2012  
Ormat Technologies Inc     0.0       9     74     145     267     112     152     97     20     29
Standard & Poor’s Composite 500 Index     0     8     11     26     31     -20     -1     12     12     27
IPP Peers*     0     22     26     79     79     77     107     119     131     165
Renewable Peers*     0     41     19     63     204     20     45     -25     -22     -30

 

* IPP Peers are The AES Corporation, NRG Energy Inc., Calpine Corporation and Covanta Holding Corp. Renewable Energy (Renewable) Peers are Acciona S.A. and U.S. Geothermal Inc.

The above Stock Performance Graph shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act and the Exchange Act except to the extent that the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

Equity Compensation Plan Information

For information on our equity compensation plan, refer to Item 12 — “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”.

 

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ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth our selected consolidated financial data for the years ended and at the dates indicated. We have derived the selected consolidated financial data for the years ended December 31, 2012, 2011 and 2010 and as of December 31, 2012 and 2011 from our audited consolidated financial statements set forth in Item 8 of this annual report. We have derived the selected consolidated financial data for the years ended December 31, 2009 and 2008 and as of December 31, 2010, 2009 and 2008 from our audited consolidated financial statements not included herein.

The information set forth below should be read in conjunction with Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, set forth in Item 8 of this annual report.

 

     Year Ended December 31,  
     2012     2011     2010     2009     2008  
     (In thousands, except per share data)  

Statements of Operations Data:

          

Revenues:

          

Electricity

   $ 327,529     $ 323,849     $ 291,820     $ 252,621     $ 251,373  

Product

     186,879       113,160       81,410       159,389       92,577  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     514,408       437,009       373,230       412,010       343,950  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenues:

          

Electricity

     244,634       244,037       242,326       179,101       169,297  

Product

     135,346       76,072       53,277       112,450       72,755  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenues

     379,980       320,109       295,603       291,551       242,052  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

     134,428       116,900       77,627       120,459       101,898  

Operating expenses:

          

Research and development expenses

     6,108       8,801       10,120       10,502       4,595  

Selling and marketing expenses

     16,122       16,207       13,447       14,584       10,885  

General and administrative expenses

     28,267       27,885       27,442       26,412       25,938  

Impairment charges

     236,377                          

Write-off of unsuccessful exploration activities

     2,639             3,050       2,367       9,828  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (155,085     64,007       23,568       66,594       50,652  

Other income (expense):

          

Interest income

     1,201       1,427       343       639       3,118  

Interest expense, net

     (64,069     (69,459     (40,473     (16,241     (14,945

Foreign currency translation and transaction gains (losses)

     242       (1,350     1,557       (1,695     (4,421

Income attributable to sale of tax benefits

     10,127       11,474       8,729       15,515       18,118  

Gain on acquisition of controlling interest

                 36,928              

Gain from extinguishment of liability

                       13,348        

Other non-operating income (expense), net

     590       671       130       200       (3,424
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations, before income taxes and equity in income (losses) of investees

     (206,994     6,770       30,782       78,360       49,098  

Income tax benefit (provision)

     3,500        (48,535     1,098       (15,430     (5,310

Equity in income (losses) of investees, net

     (2,522     (959     998       2,136       1,725  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

     (206,016     (42,724     32,878       65,066       45,513  

Discontinued operations:

          

Income (loss) from discontinued operations, net of related tax

                 14       3,487       (2,221

Gain on sale of a subsidiary in New Zealand, net of related tax

                 4,336              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     (206,016     (42,724     37,228       68,553       43,292  

Net loss (income) attributable to noncontrolling interest

     (414     (332     90       298       316  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to the Company’s stockholders

   $ (206,430   $ (43,056   $ 37,318     $ 68,851     $ 43,608  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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     Year Ended December 31,  
     2012     2011     2010      2009      2008  
     (In thousands, except per share data)  

Earnings (loss) per share attributable to the Company’s stockholders:

            

Basic:

            

Income (loss) from continuing operations

   $ (4.54   $ (0.95   $ 0.72      $ 1.44      $ 1.04  

Discontinued operations

                 0.10        0.08        (0.05
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net income (loss)

   $ (4.54   $ (0.95   $ 0.82      $ 1.52      $ 0.99  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Diluted:

            

Income (loss) from continuing operations

   $ (4.54   $ (0.95   $ 0.72      $ 1.43      $ 1.03  

Discontinued operations

                 0.10        0.08        (0.05
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net income (loss)

   $ (4.54   $ (0.95   $ 0.82      $ 1.51      $ 0.98  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Weighted average number of shares used in computation of earnings (loss) per share attributable to the Company’s stockholders:

            

Basic

     45,431       45,431       45,431        45,391        44,182  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Diluted

     45,431       45,431       45,452        45,533        44,298  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Cash dividend per share declared during the year

   $ 0.08     $ 0.13     $ 0.27      $ 0.25      $ 0.20  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Balance Sheet Data (at end of year):

            

Cash and cash equivalents

   $ 66,628       99,886       82,815        46,307        34,393  

Working capital

     64,704        98,415       66,932        55,652        3,296  

Property, plant and equipment, net (including construction-in process)

     1,622,899       1,889,083       1,696,101        1,517,288        1,334,859  

Total assets

     2,094,114       2,314,718       2,043,328        1,864,193        1,630,976  

Long-term debt (including current portion)

     1,030,928       1,025,010       789,669        624,442        386,635  

Notes payable to Parent (including current portion)

                        9,600        26,200  

Equity

     702,198       906,644       945,227        911,695        847,235  

 

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

We are a leading vertically integrated company engaged primarily in the geothermal and recovered energy power business. We design, develop, build, sell, own, and operate clean, environmentally friendly geothermal and recovered energy-based power plants, in most cases using equipment that we design and manufacture.

Our geothermal power plants include both power plants that we have built and power plants that we have acquired, while all of our recovered energy-based plants have been constructed by us. We conduct our business activities in two business segments:

 

   

The Electricity Segment — in this segment, we develop, build, own and operate geothermal and recovered energy-based power plants in the United States and geothermal power plants in other countries

 

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around the world, and sell the electricity they generate. We have expanded our activities in the Electricity Segment to include the ownership and operation of power plants that produce electricity generated by Solar PV systems that we do not manufacture; and

 

   

The Product Segment — in this segment we design, manufacture and sell equipment for geothermal and recovered energy-based electricity generation, remote power units and other power generating units and provide services relating to the engineering, procurement, construction, operation and maintenance of geothermal and recovered energy-based power plants.

Both our Electricity Segment and Product Segment operations are conducted in the United States and throughout the world. Our current generating portfolio includes geothermal plants in the United States, Guatemala, Kenya, and Nicaragua, as well as REG plants in the United States.

For the year ended December 31, 2012, our total revenues increased by 17.7% (from $437.0 million to $514.4 million) over the previous year.

For the year ended December 31, 2012, Electricity Segment revenues were $327.5 million, compared to $323.8 million for the year ended December 31, 2011, an increase of 1.1%, while Product Segment revenues for the year ended December 31, 2012 were $186.9 million, compared to $113.2 million during the year ended December 31, 2011, an increase of 65.1%.

During the years ended December 31, 2012 and 2011, our consolidated power plants generated 4,134,789 MWh and 3,854,123 MWh, respectively.

For the year ended December 31, 2012, our Electricity Segment represented approximately 63.7% of our total revenues, while our Product Segment represented approximately 36.3% of our total revenues. For the year ended December 31, 2011, our Electricity Segment represented approximately 74.1% of our total revenues, while our Product Segment represented approximately 25.9% of our total revenues.

In the year ended December 31, 2012, approximately 61.8% of our Electricity Segment revenues were derived from PPAs with fixed energy rates which are not affected by fluctuations in energy commodity prices. We have variable price PPAs in California and Hawaii, which provide for payments based on the local utilities’ avoided cost, which is the incremental cost that the power purchaser avoids by not having to generate such electrical energy itself or purchase it from others:

 

   

The energy rates under the PPAs in California for each of the Ormesa complex, the Mammoth complex, and the Heber 1 and Heber 2 power plants (the California SO#4 PPAs) change based primarily on fluctuations in natural gas prices.

 

   

The prices paid for the electricity pursuant to the 25 MW PPA for the Puna complex in Hawaii change primarily due to variations in the price of oil.

We have attempted to reduce our exposure to fluctuations in the price of natural gas and oil until December 31, 2013 by entering into derivatives contracts, as described under “Recent Developments” in Item 1 — Business”.

Electricity Segment revenues are also subject to seasonal variations and can be affected by higher-than-average ambient temperatures, as described below under “Seasonality”. In addition, the revenues we report in our financial statements may show more variation due to our increased use of derivatives in connection with our variable price PPAs and the accounting principles associated with our use of those derivatives.

Revenues attributable to our Product Segment are based on the sale of equipment and the provision of various services to our customers. These revenues may vary from period to period because of the timing of our receipt of purchase orders and the progress of our execution of each project.

 

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Our management assesses the performance of our two segments of operation differently. In the case of our Electricity Segment, when making decisions about potential acquisitions or the development of new projects, we typically focus on the internal rate of return of the relevant investment, technical and geological matters and other business considerations. We evaluate our operating power plants based on revenues and expenses, and our projects that are under development based on costs attributable to each such project. We evaluate the performance of our Product Segment based on the timely delivery of our products, performance quality of our products, and costs actually incurred to complete customer orders compared to the costs originally budgeted for such orders.

Trends and Uncertainties

The geothermal industry in the United States has historically experienced significant growth followed by a consolidation of owners and operators of geothermal power plants. During the 1990s, growth and development in the geothermal industry occurred primarily in foreign markets and only minimal growth and development occurred in the United States. Since 2001, there has been increased demand for energy generated from geothermal resources in the United States as costs for electricity generated from geothermal resources have become more competitive relative to fossil fuel generation. This has partly been due to increasing natural gas and oil prices during much of this period and, equally important, to legislative and regulatory requirements and incentives, such as state renewable portfolio standards and federal tax credits. The ARRA further encourages the use of geothermal energy through PTCs or ITCs as well as cash grants (which are discussed in more detail in “Government Grants and Tax Benefits” below). In response, the geothermal industry in the United States has seen a wave of new entrants and, over the last several years, consolidation involving smaller developers. We see the increasing demand for energy generated from geothermal and other renewable resources in the United States and the further introduction of renewable portfolio standards as significant trends affecting our industry today and in the immediate future. Our operations and the trends that from time to time impact our operations are subject to market cycles.

Although other trends, factors and uncertainties may impact our operations and financial condition, including many that we do not or cannot foresee, we believe that our results of operations and financial condition for the foreseeable future will be affected by the following trends, factors and uncertainties:

 

   

We expect to continue to generate the majority of our revenues from our Electricity Segment through the sale of electricity from our power plants. All of our current revenues from the sale of electricity are derived from payments under long-term PPAs related to fully-contracted power plants. We also intend to continue to pursue opportunities, as they arise in our recovered energy business and in the Solar PV sector.

 

   

Our primary focus continues to be our organic growth through exploration, development, construction of new projects and enhancements of existing power plants. We expect that this investment in organic growth will increase our total generating capacity, consolidated revenues and operating income attributable to our Electricity Segment from year to year. In addition, we routinely look at acquisition opportunities.

 

   

The continued awareness of climate change may result in significant changes in the business and regulatory environments, which may create business opportunities for us. In 2011, the first phase of the EPA “Tailoring Rule” took effect. The Tailoring Rule sets thresholds addressing the applicability of the permitting requirements under the Clean Air Act’s Prevention of Significant Deterioration and Title V programs to certain major sources of GHG emissions. Federal legislation or additional federal regulations addressing climate change are possible. In addition, several states and regions are already addressing climate change. For example, California’s state climate change law, AB 32, which was signed into law in September 2006, regulates most sources of GHG emissions and aims to reduce GHG emissions to 1990 levels by 2020. On October 20, 2011 the CARB adopted cap-and-trade regulations to reduce California’s greenhouse gas emissions under AB 32. In addition to California, twenty-two other U.S. states have set GHG emissions targets or goals. Regional initiatives, such as the Western Climate Initiative (which

 

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includes California and four Canadian provinces) and the Midwest GHG Reduction Accord (which includes six U.S. states and one Canadian province), are also being developed to reduce GHG emissions and develop trading systems for renewable energy credits. In the United States, approximately 40 states have adopted RPS, renewable portfolio goals, or similar laws requiring or encouraging electric utilities in such states to generate or buy a certain percentage of their electricity from renewable energy sources or recovered heat sources. On April 12, 2011, Governor Jerry Brown signed California Senate Bill X1-2 (SBX1-2) which increased California’s RPS to 33% by December 31, 2020 and instituted a tradable REC program. SBX1-2 is expected to foster a liquid tradable REC market and lead to more creative off-take arrangements. Although we cannot predict at this time whether the tradable REC program under SBX1-2 and its implementing regulations will have a significant impact on our operations or revenue, it may facilitate additional options when negotiating PPAs and selling electricity from our projects. The CPUC recently authorized the utilities to procure 1,299 MW through the RAM program, a procurement mechanism for renewable distributed generation projects greater than 3 MW and up to 20 MW, by holding four auctions over two years. We expect that the additional demand for renewable energy from utilities in California will outpace a possible reduction in general demand for energy (if any) due to the effect of economic conditions. We see increased demand in California after 2016 driven by the impact of the increase in California’s RPS. This may create opportunities for us to replace some of our existing SO#4 PPAs, expand existing power plants and develop new power plants.

 

   

Outside of the United States, we expect that a variety of governmental initiatives will create new opportunities for the development of new projects, as well as 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.

 

   

We expect competition from the wind and solar power generation industry to continue. While we believe the expected demand for renewable energy will be large enough to accommodate increased competition, any such increase and the amount of renewable energy under contract may contribute to a reduction in electricity prices. Despite increased competition from the wind and solar power generation industry, we believe that baseload electricity, such as geothermal-based energy, will continue to be a leading source of renewable energy in areas with commercially viable geothermal resource. In the geothermal industry, we are experiencing a notable decrease in competition, specifically in the acquisition of geothermal leases. The reduced level of competition has contributed to a decrease in lease costs.

 

   

In the Product Segment, we expect increased competition from binary power plant equipment suppliers. While we believe that we have a distinct competitive advantage based on our accumulated experience and current worldwide share of installed binary generation capacity (which is in excess of 90%), an increase in competition may impact our ability to secure new purchase orders from potential customers. The increased competition may also lead to a reduction in the prices that we are able to charge for our binary equipment, which in turn may impact our profitability.

 

   

North America is the largest and most developed natural gas market in the world. As recently as five years ago, the region was considered to be short on supply, with an expected need to import significant volumes of LNG from the international gas market to balance supply with expected demand. The rise of shale gas production over the last three years has significantly changed the natural gas market landscape in North America. The unexpected growth in supply at increasingly lower costs has come at a time when the U.S. economy has been facing constrained demand growth for natural gas. The current low natural gas price level has led some producers to shut-in wells and reduce output, which in turn may increase natural gas prices. Among other things, the natural gas supply growth has led to an increased interest in exporting natural gas from the U.S. in the form of LNG. Various natural gas companies and other project sponsors have recently applied and, in some cases, already received an export license to export LNG to countries with which the U.S. has a free trade agreement providing comity in trading natural gas (FTA-nations) and to other non-FTA nations. At the same time, environmentalists, regulators, natural gas companies and the public have been focusing more attention on the potential environmental impacts associated with natural

 

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gas fracking, including possible chemical leakage, ground water contamination and other effects, which may slow development in some areas. The changing natural gas landscape, the resulting effect on natural gas pricing (in either direction) and the corresponding implications for electric utilities and other producers of electricity in terms of planning for and choosing a source of fuel, will all affect the pricing under our PPAs that have SRAC pricing or that are otherwise tied to natural gas prices. In addition, the current low natural gas price level is causing some producers to shut-in wells and reduce output, which in turn may increase natural gas prices.

 

   

Our 25 MW PPA for the Puna complex has a monthly variable energy rate based on the local utility’s avoided costs. A decrease in the price of oil will result in a decrease in the incremental cost that the power purchaser avoids by not generating its electrical energy needs from oil, which will result in a reduction of the energy rate that we may charge under this PPA and under any other variable energy rate in PPAs that we may enter into in the future. As described under “Recent Developments” in Item 1 — “Business”, we have entered into swap and put contracts to reduce our exposure to fluctuations in the energy rate caused by fluctuations in oil prices through December 31, 2013. Our use of derivative instruments for this purpose has increased, and likely will continue to increase, volatility in revenues and certain other line items in our financial statements due to applicable accounting standards.

 

   

Our PPAs for the Ormesa complex, the Mammoth complex and the Heber 1 and 2 power plants were fixed until May 1, 2012. Thereafter, the energy price component under these PPAs changed from a fixed rate to a variable rate based on SRAC pricing. These PPAs may be impacted by fluctuations in natural gas prices. As described under “Recent Developments” in Item 1 — “Business”, we have entered into put and swap transactions in an attempt to reduce our exposure to fluctuations in natural gas prices through December 31, 2013. Our use of derivative instruments for this purpose has increased, and likely will continue to increase, volatility in revenues and certain other line items in our financial statements due to applicable accounting standards.

 

   

The viability of a geothermal resource depends on various factors such as the resource temperature, the permeability of the resource (i.e., the ability to get geothermal fluids to the surface) and operational factors relating to the extraction and injection of the geothermal fluids. Such factors, together with the possibility that we may fail to find commercially viable geothermal resources in the future, represent significant uncertainties that we face in connection with our growth expectations.

 

   

As our power plants (including their respective well fields) age, they may require increased maintenance with a resulting decrease in their availability, potentially leading to the imposition of penalties if we are not able to meet the requirements under our PPAs as a result of any decrease in availability.

 

   

Our foreign operations are subject to significant political, economic and financial risks, which vary by country. As of the date of this annual report, those risks include the partial privatization of the electricity sector in Guatemala, labor unrest in Nicaragua and the political uncertainty currently prevailing in some of the countries in which we operate. Although we maintain political risk insurance for most of our foreign power plants to mitigate these risks, insurance does not provide complete coverage with respect to all such risks.

 

   

The Energy Policy Act of 2005 authorizes FERC to terminate, upon the request of a utility, the obligation of electric utilities to purchase the output of a Qualifying Facility if FERC finds that there is an accessible competitive market for energy and capacity from the Qualifying Facility. The legislation does not affect existing PPAs. We do not expect this change in law to affect our U.S. power plants significantly, as all of our current PPAs are long-term. FERC recently granted the California investor-owned utilities a waiver of the mandatory purchase obligations from Qualifying Facilities above 20 MW. If the utilities in the regions in which our domestic power plants operate were to be relieved of the mandatory purchase obligation, they would not be required to purchase energy from us upon termination of the existing PPA, which could have an adverse effect on our revenues.

 

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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; and the construction, installation and engineering of power plant equipment.

Revenues attributable to our Electricity Segment are derived from the sale of electricity from our power plants pursuant to long-term PPAs. While approximately 61.8% of our Electricity revenues for the year ended December 31, 2012 were derived from PPAs with fixed price components, we have variable price PPAs in California and Hawaii. Our California SO#4 PPAs are subject to the impact of fluctuations in natural gas prices. The prices paid for electricity pursuant to the 25 MW PPA for the Puna complex in Hawaii are impacted by the price of oil. Accordingly, our revenues from those power plants may fluctuate. As discussed in “Recent Developments” in Item 1 — “Business” in the year ended December 31, 2012, we entered into swap contracts and put transactions in an attempt to reduce our exposure to fluctuations in the prices of natural gas and oil, under the California SO#4 PPAs and under the 25 MW PPA for the Puna complex, until December 31, 2013.

Our Electricity Segment revenues are also subject to seasonal variations, as more fully described in “Seasonality” below, and may also be affected by higher-than-average ambient temperature, which could cause a decrease in the generating capacity of our power plants, and by unplanned major maintenance activities related to our power plants.

Our PPAs generally provide for the payment of energy payments alone, or energy and capacity payments. Generally, capacity payments are payments calculated based on the amount of time 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 target capacity levels and the potential forfeiture of payments if we fail to meet certain minimum target capacity 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. The rates applicable to such payments are either fixed (subject, in certain cases, to certain adjustments) or are based on the relevant power purchaser’s avoided costs. 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.

Revenues attributable to our Product Segment fluctuate between periods, mainly based on our ability to receive customer orders and the status and timing of such orders. Larger customer orders for our products are typically the result of our participating in, and winning, tenders or requests for proposals issued by potential customers in connection with projects they are developing. Such projects often take a significant amount of time to design and develop and are often 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. In both 2011 and 2012, we experienced a significant increase in our Product Segment customer orders, which has increased our Product Segment backlog. We expect that our Product Segment revenues will remain robust until the end of 2013 as a result of these new orders and increased backlog, which is described in Item 1 — “Business”.

The following table sets forth a breakdown of our revenues for the years indicated:

 

     Revenues in Thousands      % of Revenues for Period
Indicated
 
     Year Ended December 31,      Year Ended December 31,  
     2012      2011      2010      2012     2011     2010  

Revenues:

               

Electricity

   $ 327,529       $ 323,849       $ 291,820         63.7     74.1     78.2

Product

     186,879        113,160        81,410        36.3       25.9       21.8  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 514,408       $ 437,009       $ 373,230         100.0     100.0     100.0
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

 

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Geographical Breakdown of Revenues

The following table sets forth the geographic breakdown of the revenues attributable to our Electricity and Product Segments for the years indicated:

 

     Revenues in Thousands      % of Revenues for Period
Indicated
 
     Year Ended December 31,      Year Ended December 31,  
     2012      2011      2010      2012     2011     2010  

Electricity Segment:

               

United States

   $ 246,070       $ 249,740       $ 220,107         75.1     77.1     75.4

Foreign

     81,459        74,109        71,713        24.9       22.9       24.6  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 327,529       $ 323,849       $ 291,820         100.0     100.0     100.0
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Product Segment:

               

United States

   $ 21,374       $       $ 10,177         11.4     0.0     12.5

Foreign

     165,505        113,160        71,233        88.6       100.0       87.5  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 186,879       $ 113,160       $ 81,410         100.0     100.0     100.0
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Seasonality

The prices paid for the electricity generated by some of our domestic power plants pursuant to our PPAs are subject to seasonal variations. The prices (mainly for capacity) paid for electricity under the PPAs with Southern California Edison in California for the Heber 1 and 2 power plants, the Mammoth complex, the Ormesa complex, and the North Brawley power plant are higher in the months of June through September. As a result, we receive, and expect to continue to receive in the future, higher revenues during such months. In the winter, our power plants produce more energy principally due to the higher ambient temperature, and as a result have a favorable impact to energy revenues. However, the higher payments payable by Southern California Edison in the summer months have a more significant impact on our revenues than that of the higher energy revenues generally generated in winter due to increased efficiency. As a result, our electricity revenues are generally higher in the summer than in the winter.

Breakdown of Cost of Revenues

Electricity Segment

The principal cost of revenues attributable to our operating power plants includes operation and maintenance expenses (such as depreciation and amortization) 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, and insurance. In our California power plants our principal cost of revenues also includes transmission charges, scheduling charges and purchases of make-up water for use in our cooling towers. 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 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 3.7% of Electricity Segment revenues for the years ended December 31, 2012 and December 31, 2011, respectively.

Product Segment

The principal cost of revenues attributable to our Product Segment includes 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

 

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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.

Cash, Cash Equivalents, Marketable Securities and Short-Term Bank Deposit

Our cash, cash equivalents, marketable securities and a short-term bank deposit as of December 31, 2012 decreased to $69.6 million from $118.4 million as of December 31, 2011. This decrease is principally due to: (i) our use of $233.0 million to fund capital expenditures; (ii) repayment of $74.5 million of long-term debt; (iii) $14.9 million of cash paid to the Class B membership units of OPC (see “OPC Transaction” below); and (iv) net repayment of $140.4 million to borrowers under our revolving credit lines with commercial banks. This decrease was partially offset by: (i) $214.1 million of net proceeds from the disbursements of $85.0 million representing the full amount of Tranche I of the OPIC Loan and $135.0 million from Tranche II of the OPIC Loan, as described above under “Non-Recourse and Limited-Recourse Third-Party Debt”; (ii) $89.5 million derived from operating activities during the year ended December 31, 2012; and (iii) cash grants in the total amount of $119.2 million received from the U.S. Treasury under Section 1603 of the ARRA in the second and third quarters of 2012 relating to the enhancement of our Puna geothermal complex and to our Jersey Valley, Tuscarora and McGinness Hills geothermal power plants. Our corporate borrowing capacity under committed lines of credit with different commercial banks as of December 31, 2012 was $445.8 million, as described below in “Liquidity and Capital Resources”, of which we have utilized $260.9 million (including $183.8 million of letters of credit) as of December 31, 2012.

Critical Accounting Estimates and Assumptions

Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements set forth in Item 8 of this annual report. However, certain of our accounting policies are particularly important to an understanding of our financial position and results of operations. In applying these critical accounting estimates and assumptions, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. Such estimates are based on management’s historical experience, the terms of existing contracts, management’s observance of trends in the geothermal industry, information provided by our customers and information available to management from other outside sources, as appropriate. Such estimates are subject to an inherent degree of uncertainty and, as a result, actual results could differ from our estimates. Our critical accounting policies include:

 

   

Revenues and Cost of Revenues.    Revenues related to the sale of electricity from our geothermal and REG power plants and capacity payments paid in connection with such sales (electricity revenues) are recorded based upon output delivered and capacity provided by such power plants at rates specified pursuant to the relevant PPAs. Revenues related to PPAs accounted for as operating leases with minimum lease rentals which vary over time are generally recognized on a straight-line basis over the term of the PPA.

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 gross margins. 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

 

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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 delivery is made, as applicable.

 

   

Property, Plant and Equipment.    We capitalize all costs associated with the acquisition, development and construction of power plant facilities. Major improvements are capitalized and repairs and maintenance (including major maintenance) costs are expensed. We estimate the useful life of our power plants to range between 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. In consideration for certain of these leases, we may pay an up-front non-refundable bonus payment which is a component of the competitive lease process. This payment and other related costs (such as legal fees) are capitalized and included in construction-in-process. 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 analyses, 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. During the years ended December 31, 2012, and 2010, we determined that the geothermal resource at five and one of our exploration projects, respectively, would not support commercial operations and as such, we abandoned those sites (we did not abandon any such sites in the year ended December 31, 2011). As a result of this determination, we expensed $2,639,000 and $3,050,000 of capitalized costs during the years ended December 31, 2012, and 2010, respectively. Due to the uncertainties inherent in geothermal exploration, these historical impairments may not be indicative of future impairments. Included in construction-in-process are costs related to projects in exploration and development of $67,565,000 and $78,653,000 at December 31, 2012 and 2011, respectively. Of this amount, $33,985,000 and $36,832,000 relates to up-front bonus payments at December 31, 2012 and 2011, respectively.

 

   

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of.    We evaluate long-lived assets, such as property, plant and equipment and construction-in-process for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

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Factors which could trigger an impairment include, among others, significant underperformance relative to historical or projected future operating results, significant changes in our use of assets or our overall business strategy, negative industry or economic trends, a determination that an exploration project will not support commercial operations, a determination that a suspended project is not likely to be completed, a significant increase in costs necessary to complete a project, legal factors relating to our business or when we conclude that it is more likely than not that an asset will be disposed of or sold.

We test our operating plants that are operated together as a complex for impairment at the complex level because the cash flows of such plants result from significant shared operating activities. For example, the operating power plants in a complex are managed under a combined operation management generally with one central control room that controls 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 less than the assumptions we 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, except for the North Brawley and the OREG 4 power plants described below, 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.

The North Brawley geothermal power plant was tested for impairment as of December 31, 2012 due to the low output and higher than expected operating costs. We placed the plant in service under its PPA with Southern California Edison in 2010. However, we found that the North Brawley geothermal field was significantly more difficult to operate than our other fields and the power plant was unable to reach its design capacity of 50 MW and instead operated at capacities between 20 MW and 33 MW. This generation level was achieved only after significant additional capital expenditures and higher than anticipated operating costs.

In order to improve the economics