Cautionary Note Regarding Forward-Looking Statements





This quarterly report on Form 10-Q includes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, included in this
quarterly report that address activities, events or developments that we expect
or anticipate will or may occur in the future, including such matters as our
projections of annual revenues, expenses and debt service coverage with respect
to our debt securities, future capital expenditures, business strategy,
competitive strengths, goals, development or operation of generation assets,
market and industry developments and the growth of our business and operations,
are forward-looking statements. When used in this quarterly report on Form 10-Q,
the words "may", "will", "could", "should", "expects", "plans", "anticipates",
"believes", "estimates", "predicts", "projects", "potential", 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
quarterly report are primarily located in the material set forth under the
headings "Management's Discussion and Analysis of Financial Condition and
Results of Operations", "Risk Factors", and "Notes to Condensed Consolidated
Financial Statements", but are found in other locations as well. These
forward-looking statements generally relate to our plans, objectives and
expectations for future operations and are based upon management's current
estimates and projections of future results or trends. Although we believe that
our plans and objectives reflected in or suggested by these forward-looking
statements are reasonable, we may not achieve these plans or objectives. You
should read this quarterly report on Form 10-Q completely and with the
understanding that actual future results and developments may be materially
different from what we expect attributable to a number of risks and
uncertainties, many of which are beyond our control.



A summary of the risks that might cause actual results to differ from our expectations include, but are not limited to the following:

Risks Related to the Company's Business and Operation

• Our financial performance depends on the successful operation of our

geothermal and REG power plants, which are subject to various operational


    risks.



• 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.



• We may experience a cyber incident, cyber security breach, severe natural


    event or physical attack on our operational networks and information
    technology systems.



• We may decide not to implement, or may not be successful in implementing, one


    or more elements of our multi-year strategic plan, and the plan may not
    achieve its goal of enhancing shareholder value.



• Concentration of customers, specific projects and regions may expose us to


    heightened financial exposure.



• Our international operations expose us to risks related to the application of

foreign laws and regulations, political or economic instability and major


    hostilities or acts of terrorism.



• Political, economic and other conditions in the emerging economies where we

operate may subject us to greater risk than in the developed U.S. economy.

• Conditions in and around Israel, where the majority of our senior management

and our main 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.



• Reduction in our Products backlog may affect our ability to fully utilize our


    main production and manufacturing facilities.



• 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.




  • 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.



• 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.



• Reduced levels of recovered energy required for the operation of our REG power


    plants may result in decreased performance of such power plants.




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• Our business development activities may not be successful and our projects


    under construction may not commence operation as scheduled.



• Our future growth depends, in part, on the successful enhancement of a number


    of our existing facilities.



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

• Our use of joint ventures may limit our flexibility with jointly owned


    investments.




  • Our operations could be adversely impacted by climate change.



• Geothermal projects that we plan to develop in the future, may operate as

"merchant" facilities without long-term PPAs and therefore such projects will


    be exposed to market fluctuations.



• Storage projects that we are currently operating, currently developing or plan

to develop in the future, may operate as "merchant" facilities without

long-term power services agreements for some or all of their generating

capacity and output and therefore such projects will be exposed to market


    fluctuations.



• We may not be able to successfully complete acquisitions, and we may not be


    able to successfully integrate, or realize anticipated synergies from,
    companies that we have acquired and may acquire in the future.



• The power generation industry is characterized by intense competition.

• We face increasing competition from other companies engaged in energy storage


    and the combination of solar and energy storage.



• Changes in costs and technology may significantly impact our business by

making our power plants and products less competitive, resulting in our

inability to sign new PPAs for our Electricity segment and new supply and EPC


    contracts for our Products segment.



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

• We may experience difficulties implementing and maintaining our new enterprise


    resource planning system.



Risks Related to Governmental Regulations, Laws and Taxation

• Our financial performance could be adversely affected by changes in the legal


    and regulatory environment affecting our operations.



• Pursuant to the terms of some of our PPAs with investor-owned electric

utilities and publicly-owned electric utilities in states that have renewable

portfolio standards, the failure to supply the contracted capacity and energy


    thereunder may result in the imposition of penalties.



• If any of our domestic power plants 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.



• We may experience a reduction or elimination of government incentives.

• We are a holding company and our cash depends substantially on the performance

of our subsidiaries and the power plants they operate, most of which are


    subject to restrictions and taxation on dividends and distributions.



• The costs of compliance with federal, state, local and foreign environmental

laws and our ability in obtaining and maintaining environmental permits and

governmental approvals required for development, construction and/or operation

may result in liabilities, costs and delays in construction (as well as any


    fines or penalties that may be imposed upon us in the event of any
    non-compliance or delays with such laws or regulations).



• We could be exposed to significant liability for violations of hazardous

substances laws because of the use or presence of such substances at our power


    plants.



• 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.



U.S. federal, state and foreign country income tax law changes could adversely


    affect us.



Risks Related to Economic and Financial Conditions

• We may be unable to obtain the financing we need on favorable terms to pursue


    our growth strategy.



• 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.



• 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.




  • We may experience fluctuations in the cost of construction, raw materials,
    commodities and drilling.




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  • We are exposed to swap counterparty credit risk.



• We may not be able to obtain sufficient insurance coverage to cover damages

resulting from any damages to our assets and profitability including, but not

limited to, natural disasters such as volcanic eruptions, lava flows, wind and


    earthquakes.



Risks Related to Force Majeure

• The global spread of a public health crisis, including the COVID-19 pandemic


    may have an adverse impact on our business.



• The existence of a prolonged force majeure event or a forced outage affecting


    a power plant, or the transmission systems could reduce our net income.




Risks Related to Our Stock



• A substantial percentage of our common stock is held by stockholders whose


    interests may conflict with the interests of our other stockholders.



• The price of our common stock may fluctuate substantially, and your investment


    may decline in value.




Investors are cautioned that these forward-looking statements are inherently
uncertain. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results or outcomes may
vary materially from those described herein. Other than as required by law, we
undertake no obligation to update forward-looking statements even though our
situation may change in the future. Given these risks and uncertainties, readers
are cautioned not to place undue reliance on such forward-looking statements.



The following discussion and analysis of our financial condition and results of
operations should be read together with our condensed consolidated financial
statements and related notes included elsewhere in this report and the "Risk
Factors" section of our Annual Report on Form 10-K for the year ended December
31, 2020 (the "2020 Annual Report") and any updates contained herein as well as
those set forth in our reports and other filings made with the Securities and
Exchange Commission (the "SEC").



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General



Overview



We are a leading vertically integrated company that is primarily engaged in the
geothermal and recovered energy power businesses. We leveraged our core
capabilities and global presence to expand our activity into different energy
storage services and solar photovoltaic (PV), including hybrid geothermal and
solar PV as well as energy storage plus Solar PV. Our objective is to become a
leading global provider of renewable energy and we have adopted a strategic plan
to focus on several key initiatives to expand our business.



We currently conduct our business activities in three business segments:

• Electricity Segment. In the Electricity segment, which contributed 89.8% of

our total revenues in the three months ended September 30, 2021, we develop,

build, own and operate geothermal, solar PV 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. In the three months

ended September 30, 2021, we derived 69.1% of our Electricity segment revenues

from our operations in the United States and 30.9% from the rest of the world.

• Product Segment. In the Product segment, which contributed 6.6% of our total

revenues in the three months ended September 30, 2021, we design, manufacture,

and sell equipment for geothermal and recovered energy-based electricity

generation and remote power units and provide services relating to the

engineering, procurement and construction of geothermal and recovered

energy-based power plants. In the three months ended September 30, 2021, we

derived 14.6% of our Product segment revenues from our operations in the

United States and 85.4% from the rest of the world.



• Energy Storage Segment. In the Energy Storage segment, which contributed 3.6%

of our total revenues in the three months ended September 30, 2021, we mainly

provide energy storage related services as well as services relating to the

engineering, procurement, construction, operation and maintenance of energy

storage units. In the three months ended September 30, 2021, we derived all of

our Energy Storage segment revenues from our operations in the United States.






Our current generating portfolio of approximately 1.1 GW includes geothermal
power plants in the United States, Kenya, Guatemala, Honduras, Guadeloupe and
Indonesia, as well as storage facilities, recovered energy generation and Solar
PV power plants in the United States.



We continue to examine a range of potential acquisitions and investments around
the world as part of our growth strategy. Our most recent acquisition was the TG
Geothermal Portfolio, LLC (a subsidiary of Terra-Gen, LLC) that owns two
contracted geothermal assets in Nevada with a total net generating capacity of
67.5 MW, a greenfield development asset in Nevada, and an underutilized
transmission line. We paid approximately $171.0 million in cash (excluding
working capital and assumed cash of approximately $10.8 million) for 100% of the
equity interests in the entities holding those assets and assumed a finance
obligation of $206 million that was recognized at its fair value of
$258.0 million at acquisition-date.





COVID 19 Update



In March 2020, the World Health Organization declared the outbreak of the novel
coronavirus ("COVID-19") a pandemic. Since that time and through the date of
this report, the Company has implemented significant measures in order to meet
government requirements and preserve the health and safety of its employees,
including by working remotely when needed and adopting separate shifts from time
to time in its power plants, manufacturing facilities and other locations while
at the same time trying to continue operations at close to full capacity in all
locations. Since the end of the second quarter of 2021, the Company has
experienced an easing of government restrictions in a number of countries,
including in Israel, but uncertainty around the impact of COVID-19 continues.
With respect to its employees, the Company has not laid-off or furloughed any
employees due to COVID-19 and has continued to pay full salaries.



We experienced the following impacts on our segment operations:

• In our Electricity segment, almost all of our revenues in the nine months

ended September 30, 2021 were generated under long term contracts and the

majority of contracts have a fixed energy rate. As a result, despite

logistical and other challenges, COVID-19 caused limited impact on our

Electricity segment. Nevertheless, we are still experiencing curtailments in

the first nine months of 2021 by KPLC in the Olkaria complex. The impact of

the curtailments is limited because the structure of the PPA secures the vast

majority of revenues with fixed capacity payments unrelated to the electricity

actually generated (in the nine months ended September 30, 2020 and 2021,

capacity payments represented 74.5% and 71.8% of Olkaria Complex's revenues,

respectively). In addition, our future growth in the Electricity segment is

and would be adversely impacted by significant delays we are experiencing in

receiving the required development and construction permits, as well as by the

implications of global and local restrictions on our ability to procure raw


    materials, increase raw materials prices and to ship our products.




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• Our Product segment revenues are generated from sales of products and services

pursuant to contracts, under which we have a right to payment for any product

that was produced for the customer. Recognition of revenue under these

contracts is impacted by delays in the progress of the third-party projects

into which our products and services are incorporated. We experienced delays

and significant cost increases in one of the projects in the Product segment

that adversely impacted our results of operations during the nine months ended

September 30, 2021. We had a product backlog of $66.9 million as of November

3, 2021, which includes revenue recognition for the period between October 1,

2021 and November 3, 2021, compared to $49.6 million as of November 3, 2020.

We believe that our backlog was impacted by the COVID-19 pandemic and the

unwillingness of potential customers to enter into new commitments at this


    time.



• Our Energy Storage segment generates revenues mainly from participating in the

energy and ancillary services markets, run by regional transmission operators

and independent system operators in the various markets where our assets

operate. Therefore, the revenues these assets generate is directly impacted by


    the prevailing market prices for energy and/or ancillary services.



• In addition, we experience delays in the permitting for new projects in all

segments that may result in contractual penalties and cause a delay in those

projects. We have also experienced an increase in raw material costs as well

as shipping costs, which may put pressure on our operating margins in the

Product segment and increase the costs of building our own power plants.






Despite our efforts to provide insight into the performance of our business and
the trends affecting it, as of the date of this filing, significant uncertainty
exists concerning the magnitude of the impact and duration of the COVID-19
pandemic. We may continue to become subject to any of the following impacts:



• limitations on the ability of our suppliers to obtain raw materials that are

required for the manufacturing of the products we either sell to third parties

or build for ourselves or to meet delivery requirements and commitments that

may result in penalty payments;

• impact on our efforts to sign new contracts for our Product segment due to

operational and travel restrictions and availability of our customers and

their willingness to enter into new agreements;

• limitations on the ability of our customers to pay us on a timely basis;

• declarations of COVID-19 as force majeure by our customers and suppliers;




  • a reduction in the demand for electricity and for our products;

• change in regulations, taxes and levies that may affect our operations and

cost structure;

• risk of infection among employees that may impact the day-to-day operations;

• significant delays in obtaining the required permits that create penalties


    and  may impact our ability to implement our growth plan;


  • Increase in raw materials; and

• limited ability to oversee remote operations due to travel restrictions.




Other Recent Developments



The most significant developments in our Company and business since January 1, 2021 are described below.

• The Puna power plant resumed operations in November 2020 and during the third

quarter of 2021 operated at a stable level of 26 MW. The Company continues

reservoir study and improvement of existing wells to maximize long term

performance of the power plant. In 2019 we signed a new PPA with HELCO for our

Puna power plant. The new PPA, which is subject to Public Utility Commission

("PUC") approval, extends the term until 2052 with an increased contract

capacity of 46 MW and fixes the price with no escalation, regardless of

changes to fossil fuel pricing. On March 31, 2021, the PUC issued an order

suspending the request to approve the PPA application until an environmental

review is conducted on the proposed repowering, and ordered the parties to

renegotiate the PPA rates. HELCO and PGV have filed motions, which are

pending, for reconsideration of the order with the PUC. The existing PPA

remains in effect, with its current terms, until the expansion is completed


    and the repowered plant reaches its Commercial Operation Date ("COD").




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• In September 2021, we announced the signing of an agreement to establish a

joint venture company, PT Toka Tindung Geothermal ("TTG") with PT Archi

Indonesia Tbk ("Archi"; IDX: ARCI), one of the largest pure-play gold mining

companies in Indonesia and Southeast Asia in Indonesia. TTG is designed to

explore the potential of geothermal energy prospects in the Bitung area of the

North Sulawesi region, especially within the Toka Tindung gold mine concession

area. Under the TTG shareholder agreement, subject to completion of certain

conditions, Ormat will hold a 75% shareholder interest and Archi will hold a


    25% shareholder interest.



• In August 2021, we announced that we had secured a contract to supply

products for a 10 MW geothermal air-cooled Ormat energy Converter ("OEC") to

Polaris Infrastructure Inc. (TSX: PIF), a Toronto-based company engaged in the

operation, acquisition and development of renewable energy projects in Latin

America, for the San Jacinto facility in Telica, Leon, Republic of Nicaragua.

• In August 2021, we announced that we signed a Long-Term Resource Adequacy

agreement with Pacific Gas and Electric Company (PG&E) for the 20MW/40MWh

Pomona-2 facility that is currently under construction. The Pomona 2 project

will be located adjacent to and will utilize existing infrastructure from the

operating Pomona 1 facility. Under the 10-year agreement, the Pomona-2

facility will provide 10MW of Resource Adequacy to PG&E and will also

participate in the energy and ancillary services markets run by the California

Independent System Operator ("CAISO"). Leveraging our core EPC capabilities,

we will undertake the EPC of this project and expect the project to begin


    commercial operation by October 2022.



• In July 2021, we completed the acquisition of TG Geothermal Portfolio, LLC (a

subsidiary of Terra-Gen, LLC). Ormat paid $171 million in cash (excluding

working capital and assumed cash of approximately $10.8 million) for 100% of

the equity interests in entities holding the below described assets and

assumed debt and associated lease obligation with a fair value of

approximately $258 million. The acquired entities own, among other things, two

operating geothermal power plants in Nevada comprising the 56 MW (net) Dixie

Valley geothermal power plant, one of the largest geothermal power plants in

Nevada, and the 11.5 MW Beowawe geothermal power plant, as well as the rights

to Coyote Canyon, a greenfield development asset adjacent to Dixie Valley with

high resource potential, and an underutilized transmission line, capable of

handling between 300MW and 400MW of 230KV electricity, connecting Dixie Valley


    to California.



• In Kenya, a task force was appointed by the President to review and analyze

PPAs entered into between various independent power producers and KPLC,

including Ormat's long term PPA for the Olkaria complex. In July 2021, Ormat

received a letter from the Kenya National Assembly with a request to respond

to various questions and to provide materials regarding our Olkaria complex

operation and its PPA. In September 2021, Kenya's President received the

report from the appointed task force, which recommended to KPLC to review and

renegotiate with Independent Power Producers to secure immediate reduction in


    PPA tariffs within existing contractual arrangements.



• In May 2021, we announced that we signed a 15-year power purchase agreement

(PPA) with the Clean Power Alliance ("CPA:), which is the fifth largest

electricity provider in California and the single largest provider of 100%

renewable energy to customers in the nation. Under terms of the agreement,

effective January 1, 2022, CPA will purchase 14 MW of clean, renewable energy

from Ormat's Heber South Geothermal facility located in Imperial Valley, CA.

The PPA replaces the original PPA with Southern California Public Power

Authority ("SCPPA"), which had a shorter remaining duration and was subject to

an early termination option. This is Ormat's first contract with CPA, creating


    the potential for additional agreements in the future as CPA pursues
    aggressive goals to provide renewable energy to southern California.



• In May 2021, we announced the completion of the expansion of our McGinness

Hills Phase 3 geothermal power plant in Eastern Nevada. The expansion,

completed in May, 2021, increases the power plant net capacity by 15 MW,

bringing the entire McGinness Hills complex capacity to a total of 160 MW. The

McGinness Hills Phase 3 power plant continues to sell its electricity under

the current 25-year long term portfolio power purchase agreement with SCPPA.

• In April 2021, we announced the commercial operation of the 10 MW/40 MWh

Vallecito Battery Energy Storage System ("Vallecito BESS"). The Vallecito BESS

provides local resource adequacy to Southern California Edison ("SCE") under a

20-year energy storage resource adequacy agreement. In addition, the facility

will provide ancillary services and energy optimization through participation


    in merchant markets run by the CAISO.



• In March 2021, our board of directors established a Special Committee of

independent directors to investigate, among other things, certain claims made

in a report published by a short seller regarding the Company's compliance

with anti-corruption laws. The Special Committee is working with outside legal

counsel to investigate the claims made. All members of the Special Committee

are "independent" in accordance with our Corporate Governance Guidelines, the

NYSE listing standards and SEC rules applicable to board of directors in

general. We are also providing information as requested by the SEC and DOJ


    related to the claims.




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• In February 2021 we released two energy storage systems for construction, the

20 MW/20MWh Andover facility and the 7 MW/7MWh Howell facility, both of which

are located in New Jersey and will sell ancillary services to PJM. We are


    targeting commercial operation in the first half of 2022.




  • In February 2021, extreme weather conditions in Texas resulted in a

significant increase in demand for electricity on the one hand and a decrease

in electricity supply in the region on the other hand. On February 15, 2021,

the Electricity Reliability Council of Texas ("ERCOT") issued an Energy

Emergency Alert Level 3 ("EEA 3") prompting rotating outages in Texas. This

ultimately led to a significant increase in the Responsive Reserve Service

("RRS") market prices, where the Company operates its Rabbit Hill battery

energy storage facility which provides ancillary services and energy

optimization to the wholesale markets managed by ERCOT. Due to the electricity

supply shortage, ERCOT restricted battery charging in the Rabbit Hill facility

from February 16, 2021 to February 19, 2021, resulting in a limited ability of

the Rabbit Hill storage facility to provide RRS. As a result, the Company

incurred losses of approximately $9.1 million, net of associated revenues,

from a hedge transaction in relation to its inability to provide RRS during

that period. Starting February 19, 2021, the Rabbit Hill energy storage

facility resumed operation at full capacity. In addition, the Company recorded

a provision for approximately $3.0 million for receivables related to

imbalance charges from the grid operator in respect of its demand response

operation as it estimated it is probable it may be unable to collect such

receivables. The provision for uncollectible receivables is included in

"General and administrative expenses" in the condensed consolidated statements

of operations and comprehensive income for the first quarter of 2021. The

Company is currently in discussions with ERCOT with respect to some of the

imbalance charges and revenue allocated to its Demand Response services and


    customers, the outcome of which may impact the final amount.




Trends and Uncertainties



Different trends, factors and uncertainties may impact our operations and
financial condition, including many that we do not or cannot foresee. However,
we believe that our results of operations and financial condition for the
foreseeable future will be primarily affected by trends, factors and
uncertainties discussed in our 2020 Annual Report under "Part II - Item 7 -
Management Discussion and Analysis of Financial Condition and Results of
Operation", in addition to the information set forth in this report. These
trends, factors and uncertainties are, from time to time, also subject to market
cycles.



Revenues



For the nine months ended September 30, 2021, 89.9% of our Electricity segment
revenues were 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,
as follows:


• The energy rates under the PPAs in California for 12MW Heber 2 power plant in


    the Heber Complex change primarily based on fluctuations in natural gas
    prices.



• The prices paid for electricity pursuant to the 25 MW PPA for the Puna Complex

in Hawaii change primarily as a result of variations in the price of oil as

well as other commodities. In 2019, we signed a new PPA related to Puna with

fixed prices, increased capacity and extended the term until 2052. The PUC


    suspended the approval of the PPA, as discussed above.




To comply with obligations under their respective PPAs, certain of our project
subsidiaries are structured as special purpose, bankruptcy remote entities and
their assets and liabilities are ring-fenced. Such assets are not generally
available to pay our debt, other than debt at the respective project subsidiary
level. However, these project subsidiaries are allowed to pay dividends and make
distributions of cash flows generated by their assets to us, subject in some
cases to restrictions in debt instruments, as described below.



Electricity segment revenues are also subject to seasonal variations and are
affected by higher-than-average ambient temperatures, as described below under
"Seasonality".



Revenues attributable to our Product segment are based on the sale of equipment,
engineering, procurement and construction contracts and the provision of various
services to our customers. Product segment revenues vary from period to period
because of the timing of our receipt of purchase orders and the progress of our
equipment manufacturing and execution of the relevant project.



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Revenues attributable to our Energy Storage segment are generated by several
grid-connected battery energy storage system ("BESS")facilities that we own and
operate from selling energy, capacity and/or ancillary services in merchant
markets like PJM Interconnect, ISO New England, the ERCOT and CAISO. The
revenues fluctuate over time since a large portion of such revenues are
generated in the merchant markets where price volatility is inherent.



The following table sets forth a breakdown of our revenues for the periods
indicated:



                                          Revenue                                            Increase (decrease)
                      Three Months Ended           Nine Months Ended           Three Months Ended            Nine Months Ended
                         September 30,               September 30,               September 30,                 September 30,
                      2021          2020          2021          2020                  2021                         2021
Revenues:
Electricity         $ 142,651     $ 123,660     $ 421,503     $ 395,201     $    18,991         15.4 %    $   26,302          6.7 %
Product                10,527        29,625        26,580       120,737         (19,098 )      (64.5 )%      (94,157 )      (78.0 )%
Energy storage          5,664         5,662        24,012        10,022               2            - %        13,990        139.6 %
Total               $ 158,842     $ 158,947     $ 472,095     $ 525,960     $      (105 )       (0.1 )%   $  (53,865 )      (10.2 )%




                         % of Revenues for Period Indicated
                   Three Months Ended          Nine Months Ended
                      September 30,              September 30,
                   2021           2020          2021         2020
Revenues:
Electricity           89.8  %       77.8 %         89.3 %      75.1 %
Product                6.6          18.6            5.6        23.0
Energy storage         3.6           3.6            5.1         1.9
Total                100.0  %      100.0 %        100.0 %     100.0 %




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The following table sets forth the geographic breakdown of the revenues
attributable to our Electricity, Product and Energy Storage segments for the
periods indicated:



                                              Revenue                                                Increase (decrease)
                        Three Months Ended               Nine Months Ended             Three Months Ended            Nine Months Ended
                           September 30,                   September 30,                 September 30,                 September 30,
                        2021            2020            2021            2020                  2021                         2021
                      (Dollars in thousands)          (Dollars in thousands)
Electricity
Segment:
United States       $     98,551      $  73,180     $    285,090      $ 245,299     $    25,371         34.7 %    $   39,791         16.2 %
Foreign                   44,101         50,480          136,413        149,902          (6,379 )      (12.6 )       (13,489 )       (9.0 )
Total               $    142,652      $ 123,660     $    421,503      $ 395,201     $    18,992         15.4  %   $   26,302          6.7 %

Product Segment:
United States       $      1,541      $     435     $      4,041      $   1,412     $     1,106        254.3 %    $    2,629        186.2 %
Foreign                    8,986         29,190           22,539        119,325         (20,204 )      (69.2 )       (96,786 )      (81.1 )
Total               $     10,527      $  29,625     $     26,580      $ 120,737     $   (19,098 )      (64.5 )%   $  (94,157 )      (78.0 )%

Energy Storage
Segment:
United States       $      5,664      $   5,662     $     24,012      $  10,022     $         2          0.0 %    $   13,990        139.6 %
Total               $      5,664      $   5,662     $     24,012      $  10,022     $         2          0.0 %    $   13,990        139.6 %






                               % of Revenues for Period Indicated
                         Three Months Ended          Nine Months Ended
                            September 30,              September 30,
                         2021           2020          2021         2020

Electricity Segment:
United States               69.1  %       59.2 %         67.6 %      62.1 %
Foreign                     30.9          40.8           32.4        37.9
Total                      100.0  %      100.0 %        100.0 %     100.0 %

Product Segment:
United States               14.6  %        1.5 %         15.2 %       1.2 %
Foreign                     85.4          98.5           84.8        98.8
Total                      100.0  %      100.0 %        100.0 %     100.0 %

Energy Storage:
United States              100.0  %      100.0 %        100.0 %     100.0 %
Total                      100.0  %      100.0 %        100.0 %     100.0 %








In the nine months ended September 30, 2021 and 2020, 34% and 51% of our total
revenues were derived from foreign locations, respectively, and our foreign
operations had higher gross margins than our U.S. operations in each of those
periods. A substantial portion of international revenues came from Kenya and, to
a lesser extent, from Honduras, Guadeloupe and Guatemala and other countries.
Our operations in Kenya contributed disproportionately to gross profit and net
income. The contribution to combined pre-tax income of our domestic and foreign
operations within our Electricity segment and Product segment differ in a number
of ways.



Electricity Segment. Our Electricity segment domestic revenues were
approximately 68% and 62% of our total Electricity segment for the nine months
ended September 30, 2021 and 2020, respectively. However, domestic operations
have higher cost of revenues and expenses than our foreign operations. Our
foreign power plants are located in lower-cost regions, like Kenya, Guatemala,
Honduras and Guadeloupe, which favorably impacts payroll, and maintenance
expenses among other items. Our power plants in foreign locations are also newer
than most of our domestic power plants and therefore tend to have lower
maintenance costs and higher availability factors than our domestic power
plants. Consequently, in the nine months ended September 30, 2021 and 2020, our
Electricity segment foreign operations accounted for 47% and 53% of our total
gross profits, 72% and 71% of our net income (assuming the majority of corporate
operating expenses and financing are recorded under domestic jurisdiction) and
47% and 45% of our EBITDA, respectively. However, financing costs related to the
foreign projects are higher than financing costs related to our domestic
activity.



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Product Segment. Our Product segment foreign revenues were approximately 85% and
99% of our total Product segment revenues for the nine months ended September
30, 2021 and 2020, respectively. Our Product segment foreign activity also
benefits from lower costs of revenues and expenses than Product segment domestic
activity such as labor and transportation costs. Accordingly, our Product
segment foreign activity contributes more than our Product segment domestic
activity to our pre-tax income from operations.



Seasonality



Electricity generation from some of our geothermal power plants is subject to
seasonal variations; in the winter, our power plants produce more energy
primarily attributable to the lower ambient temperature, which has a favorable
impact on the energy component of our Electricity segment revenues and the
prices under many of our contracts are fixed throughout the year with no
time-of-use impact. The prices paid for electricity under the PPAs for the Heber
2 power plant in the Heber Complex, the Mammoth Complex and the North Brawley
power plant in California, the Raft River power plant in Idaho, the Neal Hot
Springs power plant in Oregon and the recent acquired Dixie Valley power plant
in Nevada, are higher in the months of June through September. The higher
payments payable under these PPAs in the summer months partially offset the
negative impact on our revenues from lower generation in the summer attributable
to a higher ambient temperature. As a result, we expect the revenues and  gross
profit in the winter months to be higher than the revenues and gross profit 

in

the summer months and in general we expect the first and fourth quarters to generate higher revenues than the second and third quarters.

Breakdown of Cost of Revenues





The principal cost of revenues attributable to our three segments are discussed
in our 2020 Annual Report under "Part II - Item 7 - Management Discussion and
Analysis of Financial Condition and Results of Operation".



Critical Accounting Estimates and Assumptions





A comprehensive discussion of our critical accounting estimates and assumptions
is included in the "Management's Discussion and Analysis of Financial Condition
and Results of Operations" section in our 2020 Annual Report.



New Accounting Pronouncements


See Note 2 to our condensed consolidated financial statements set forth in Item 1 of this quarterly report for information regarding new accounting pronouncements.





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Results of Operations



Our historical operating results in dollars and as a percentage of total
revenues are presented below. A comparison of the different years described
below may be of limited utility due to (i) our recent construction of power
plants and enhancement of acquired power plants; (ii) fluctuation in revenues
from our Product segment; and (iii) the impact of the lava eruption on our Puna
plant in Hawaii and the related insurance proceeds.



                                               Three Months Ended               Nine Months Ended
                                                  September 30,                   September 30,
                                               2021            2020            2021            2020
                                             (Dollars in thousands,          (Dollars in thousands,
                                             except per share data)          except per share data)
Statements of Operations Historical
Data:
Revenues:
Electricity                                $    142,651      $ 123,660     $    421,503      $ 395,201
Product                                          10,527         29,625           26,580        120,737
Energy storage                                    5,664          5,662           24,012         10,022
Total Revenues                                  158,842        158,947          472,095        525,960
Cost of revenues:
Electricity                                      81,549         76,670          245,136        219,988
Product                                           9,182         24,037           23,180         95,724
Energy storage                                    4,971          4,210           15,017          9,014
Total cost of revenues                           95,702        104,917          283,333        324,726
Gross profit
Electricity                                      61,102         46,990          176,367        175,213
Product                                           1,345          5,588            3,400         25,013
Energy storage                                      693          1,452            8,995          1,008
Total gross profit                               63,140         54,030          188,762        201,234
Operating expenses:
Research and development expenses                 1,175          1,490            3,179          4,281
Selling and marketing expenses                    2,671          4,076           10,935         13,724
General and administrative expenses              23,554         14,539           60,400         43,154
Business interruption insurance income             (248 )      (17,761 )           (248 )      (20,743 )
Operating income                                 35,988         51,686          114,496        160,818
Other income (expense):
Interest income                                     519            626            1,590          1,469
Interest expense, net                           (22,230 )      (21,756 )        (59,872 )      (58,814 )
Derivatives and foreign currency
transaction gains (losses)                          (21 )        1,047          (16,229 )        2,111
Income attributable to sale of tax
benefits                                          7,879          7,014           21,654         16,818
Other non-operating income (expense),
net                                                  44            961             (308 )        1,343
Income from operations before income tax
and equity in earnings (losses) of
investees                                        22,179         39,578           61,331        123,745
Income tax provision                             (2,048 )      (15,361 )         (9,323 )      (45,275 )
Equity in earnings (losses) of
investees, net                                      649         (1,119 )          1,796           (196 )
Net income                                       20,780         23,098           53,804         78,274
Net income attributable to
noncontrolling interest                          (5,878 )       (7,419 )        (10,617 )      (13,516 )
Net income attributable to the Company's
stockholders                               $     14,902      $  15,679

$ 43,187 $ 64,758



Earnings per share attributable to the
Company's stockholders:
Basic:                                     $       0.27      $    0.31     $       0.77      $    1.27
Diluted:                                   $       0.26      $    0.31     $       0.77      $    1.26
Weighted average number of shares used
in computation of earnings per share
attributable to the Company's
stockholders:
Basic                                            56,003         51,072           55,995         51,051
Diluted                                    $     56,298      $  51,282     $     56,413      $  51,386




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                                              Three Months Ended            Nine Months Ended
                                                 September 30,                September 30,
                                              2021           2020           2021          2020
Statements of Operations Data:
Revenues:
Electricity                                      89.8  %        77.8 %         89.3 %        75.1 %
Product                                           6.6           18.6            5.6          23.0
Energy storage                                    3.6            3.6            5.1           1.9
Total Revenues                                  100.0          100.0          100.0         100.0
Cost of revenues:
Electricity                                      57.2           62.0           58.2          55.7
Product                                          87.2           81.1           87.2          79.3
Energy storage                                   87.8           74.4           62.5          89.9
Total cost of revenues                           60.2           66.0           60.0          61.7
Gross profit
Electricity                                      42.8           38.0           41.8          44.3
Product                                          12.8           18.9           12.8          20.7
Energy storage                                   12.2           25.6           37.5          10.1
Total gross profit                               39.8           34.0           40.0          38.3
Operating expenses:
Research and development expenses                 0.7            0.9            0.7           0.8
Selling and marketing expenses                    1.7            2.6            2.3           2.6
General and administrative expenses              14.8            9.1           12.8           8.2
Business interruption insurance income           (0.2 )        (11.2 )         (0.1 )        (3.9 )
Operating income                                 22.7           32.5           24.3          30.6
Other income (expense):
Interest income                                   0.3            0.4            0.3           0.3
Interest expense, net                           (14.0 )        (13.7 )        (12.7 )       (11.2 )
Derivatives and foreign currency
transaction gains (losses)                        0.0            0.7           (3.4 )         0.4
Income attributable to sale of tax
benefits                                          5.0            4.4            4.6           3.2
Other non-operating income (expense),
net                                               0.0            0.6           (0.1 )         0.3
Income from operations before income tax
and equity in earnings (losses) of
investees                                        14.0           24.9           13.0          23.5
Income tax provision                             (1.3 )         (9.7 )         (2.0 )        (8.6 )
Equity in earnings (losses) of
investees, net                                    0.4           (0.7 )          0.4           0.0
Net income                                       13.1           14.5           11.4          14.9
Net income attributable to
noncontrolling interest                          (3.7 )         (4.7 )         (2.2 )        (2.6 )

Net income attributable to the Company's
stockholders                                      9.4  %         9.9 %          9.1 %        12.3 %




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Comparison of the Three Months Ended September 30, 2021 to the Three Months
Ended September 30, 2020





Total Revenues



                             Three Months Ended September 30,
                               2021                     2020           Change
                                   (Dollars in millions)
Electricity segment      $          142.7         $          123.7        15.4 %
Product segment                      10.5                     29.6       (64.5 )
Energy Storage segment                5.7                      5.7           -
Total revenues           $          158.8         $          158.9        (0.1 )%






Total revenues for the three months ended September 30, 2021 were $158.8
million, compared to $158.9 million for the three months ended September 30,
2020, which represented a 0.1% decrease from the prior year period. This
decrease was attributable to a $19.1 million, or 64.5%, decrease in our Product
segment revenues compared to the corresponding period in 2020, offset partially
by a $19.0 million, or 15.4% increase in Electricity segment revenues compared
to the corresponding period in 2020, all as discussed below.



Electricity Segment



Revenues attributable to our Electricity segment for the three months ended
September 30, 2021 were $142.7 million, compared to $123.7 million for the three
months ended September 30, 2020. The increase in our Electricity segment
revenues was mainly due to: (i) the consolidation of Dixie Valley and Beowawe
power plants which were acquired on July 13, 2021 as part of the TG Geothermal
Portfolio, LLC, acquisition, with revenues of $13.1 million and $1.3 million,
respectively;  (ii) the resumption of operations of the Puna power plant to 25
MW in the third quarter of 2020, and (iii) the expansion of McGinness Hills
complex in May 2021, partially offset by a decrease in revenues from the Olkaria
complex due to a combination of lower resource performance that caused a
capacity reduction and continued curtailment by our local customer, KPLC and
lower revenues at the Bouillante power plant due to resource performance. In
addition, in Brawley we are experiencing a surface leak in one of the injection
wells that reduced significantly the generation. The repair work at Brawley is
still in process.



Power generation in our power plants increased by 13.8% from 1,339,147 MWh in
the three months ended September 30, 2020 to 1,523,897 MWh in the three months
ended September 30, 2021.



Product Segment



Revenues attributable to our Product segment for the three months ended
September 30, 2021 were $10.5 million, compared to $29.6 million for the three
months ended September 30, 2020, which represented a 64.5% decrease. The
decrease in our Product segment revenues was mainly due to slowdown in Products
sales as a result of the COVID-19 pandemic, projects in Turkey, New Zealand and
Chile, which started in 2019, and provided $21.3 million in revenue recognized
during the three months ended September 30, 2020 compared to $1.5 million in the
three months ended September 30, 2021, and projects in Turkey, which started in
2020, and provided $3.4 million in revenue recognized during the three months
ended September 30, 2020 compared to nil in the three months ended September 30,
2021.



Energy Storage Segment


Revenues attributable to our Energy Storage segment for the three months ended September 30, 2021 were $5.7 million compared to $5.7 million for the three months ended September 30, 2020.


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Total Cost of Revenues



                             Three Months Ended September 30,
                              2021                    2020            Change
                                  (Dollars in millions)
Electricity segment      $         81.5         $            76.7         6.4 %
Product segment                     9.2                      24.0       (61.8 )
Energy Storage segment              5.0                       4.2        18.1
Total cost of revenues   $         95.7         $           104.9        (8.8 )%






Total cost of revenues for the three months ended September 30, 2021 was $95.7
million, compared to $104.9 million for the three months ended September 30,
2020, which represented a 8.8% decrease. This decrease was attributable to a
decrease of $14.9 million, or 61.8%, in cost of revenues from our Product
segment offset partially by an increase of $4.9 million, or 6.4%, in cost of
revenues from our Electricity segment, and an increase of $0.8 million, or
18.1%, in cost of revenues from our Energy Storage segment, all as discussed
below. As a percentage of total revenues, our total cost of revenues for the
three months ended September 30, 2021 decreased to 60.2% from 66.0% for the
three months ended September 30, 2020.



Electricity Segment



Total cost of revenues attributable to our Electricity segment for the three
months ended September 30, 2021 was $81.5 million, compared to $76.7 million for
the three months ended September 30, 2020. This increase was primarily
attributable to:  (i) the consolidation of Dixie Valley and Beowawe power plants
which was acquired on July 13, 2021 as part of the TG Geothermal Portfolio, LLC,
acquisition, with cost of revenues of $6.4 million and $1.0 million,
respectively;  (ii) the resumption of operations of the Puna power plant to 26
MW, which was offset by business interruption insurance recovery of $15.5
million in the three months ended September 30, 2021, compared to $2.6 million
in the three months ended September 30, 2020. As a percentage of total
Electricity revenues, our total cost of revenues attributable to our Electricity
segment for the three months ended September 30, 2021 was 57.2%, compared to
62.0% for the three months ended September 30, 2020. This decrease was primarily
attributable to the $15.5 million business interruption insurance recovery.
Excluding business interruption recovery, as a percentage of total Electricity
revenues, our total cost of revenues attributable to our Electricity segment for
the three months ended September 30, 2021 was 68.0%, compared to 64.1% for the
three months ended September 30, 2020. The cost of revenues attributable to our
international power plants for the three months ended September 30, 2021 was 22%
of our total Electricity segment cost of revenues for this period.



Product Segment



Total cost of revenues attributable to our Product segment for the three months
ended September 30, 2021 was $9.2 million, compared to $24.0 million for the
three months ended September 30, 2020, which represented a 61.8% decrease. This
decrease was primarily attributable to the decrease in Product segment revenues,
as discussed above. As a percentage of total Product segment revenues, our total
cost of revenues attributable to our Product segment for the three months ended
September 30, 2021 and 2020, was 87.2% and 81.1%, respectively.



Energy Storage Segment



Cost of revenues attributable to our Energy Storage segment for the three months
ended September 30, 2021 were $5.0 million compared to $4.2 million for the
three months ended September 30, 2020. Cost of revenues attributable to our
Energy Storage segment for the three months ended September 30, 2021 includes
$1.7 million from the acquisition of the Pomona energy storage asset, in July
2020, compared to $1.3 million for the three months ended September 30, 2020.
The Energy Storage segment includes cost of revenues related to the delivery of
energy storage, demand response and energy management services.



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Research and Development Expenses, Net





Research and development expenses for the three months ended September 30, 2021
were $1.2 million, compared to $1.5 million for the three months ended September
30, 2020.




Selling and Marketing Expenses





Selling and marketing expenses for the three months ended September 30, 2021
were $2.7 million compared to $4.1 million for the three months ended September
30, 2020. The decrease was mainly due to a decrease in sales commissions as a
result of the decrease in Product segment revenues. Selling and marketing
expenses for the three months ended September 30, 2021 constituted 1.7% of total
revenues for such period, compared to 2.6% for the three months ended September
30, 2020.


General and Administrative Expenses





General and administrative expenses for the three months ended September 30,
2021 were $23.6 million compared to $14.5 million for the three months ended
September 30, 2020.  The increase was primarily attributable to $4.5 million of
transaction costs, including $3.7 million related to the TG Geothermal
Portfolio, LLC, acquisition, on July 13, 2021 and legal costs mainly associated
with the investigation by the Special Committee. General and administrative
expenses for the three months ended September 30, 2021 constituted 14.8% of
total revenues for such period, compared to 9.1% for the three months ended
September 30, 2020.



Business Interruption Insurance Income





Business interruption insurance income for the three months ended September 30,
2021 was $0.2 million compared to $17.8 million for the three months ended
September 30, 2020. Business interruption insurance income for the three months
ended September 30, 2021 and 2020 are attributable to business interruption
recovery proceeds relating to the Puna power plant.





Interest Expense, Net



Interest expense, net for the three months ended September 30, 2021 was $22.2
million, compared to $21.8 million for the three months ended September 30,
2020. This increase was primarily due to a $0.5 million increase in interest
expense primarily due to: (i) $290 million of proceeds from Bonds Series 4
received in July 2020; (ii) $125.0 million of proceeds from Bank Hapoalim Loan
received in July 2021; (iii) $50.0 million of proceeds from HSBC Bank Loan
received in July 2021; (iv) $259 million related to Finance Lease liability
related to the TG Geothermal Portfolio, LLC, acquisition, in July, 2021; (v)
$100.0 million of proceeds from Bank Discount Loan received in September 2021,
and (vi) a $2.1 million increase in interest related to the sale of tax
benefits, partially offset by a $1.9 million increase in interest capitalized to
projects and lower interest expense as a result of principal payments of long
term debt.




Derivatives and Foreign Currency Transaction Gains (Losses)





Derivatives and foreign currency transaction gains for the three months ended
September 30, 2021 were $0.0 million, compared to $1.0 million for the three
months ended September 30, 2020. Derivatives and foreign currency transaction
gains (losses) for the three months ended September 30, 2021 includes gains from
foreign currency forward contracts which were not accounted for as hedge
transactions.



Income Attributable to Sale of Tax Benefits

Income attributable to the sale of tax benefits for the three months ended September 30, 2021 was $7.9 million, compared to $7.0 million for the three months ended September 30, 2020. Tax equity is a form of financing used for renewable energy projects. This income primarily represents the value of production tax credits ("PTCs") and taxable income or loss generated by certain of our power plants allocated to investors under tax equity transactions.


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Other Non-Operating Income (Expense), Net





Other non-operating income for the three months ended September 30, 2021 was
nil, compared to $1.0 million for the three months ended September 30, 2020.
Other non-operating income for the three months ended September 30, 2020, mainly
includes $0.6 million of property damage recovery related to the Puna power
plant.







Income Taxes



Income tax provision for the three months ended September 30, 2021 was $2.0
million compared to income tax provision of $15.4 million for the three months
ended September 30, 2020. Our effective tax rate for the three months ended
September 30, 2021 and 2020, was 9.2% and 38.8%, respectively. The effective
rate differs from the federal statutory rate of 21% primarily due to the
jurisdictional mix of earnings at differing tax rates, movement in the valuation
allowance and generation of production tax credits.





Equity in Earnings (losses) of Investees, Net





Equity in earnings of investees, net for the three months ended September 30,
2021 was $0.6 million, compared to equity in losses of $1.1 million for the
three months ended September 30, 2020. Equity in earnings (losses) of investees,
net is mainly derived from our 12.75% share in the earnings or losses in the
Sarulla Consortium ("Sarulla"). The equity in losses for the three months ended
September 30, 2020, was mainly due to failure of short term drilling
campaign, SOl is currently evaluating the viability of a long term remediation
plan to restore generation back to previous levels. We are following the
remediation plans in Sarulla  as well as the accounting impact and its
implication on our financial statements on our investment in Sarulla.

Net Income Attributable to the Company's Stockholders





Net income attributable to the Company's stockholders for the three months ended
September 30, 2021 was $14.9 million, compared to net income attributable to the
Company's stockholders of $15.7 million for the three months ended September 30,
2020, which represents a decrease of $0.8 million. This decrease was
attributable to the decrease of $2.3 million in net income which was affected by
all the explanations above, partially offset by a decrease in net income
attributable to non controlling interest mainly due to lower business
interruption recovery of the Puna power plant in Hawaii, in the three months
ended September 30, 2021, compared to the three months ended September 30, 2020.





Comparison of the Nine Months Ended September 30, 2021 to the Nine Months Ended
September 30, 2020





Total Revenues



                              Nine Months Ended September 30,
                               2021                     2020           Change
                                   (Dollars in millions)
Electricity segment      $          421.5         $          395.2         6.7 %
Product segment                      26.6                    120.7       (78.0 )
Energy Storage segment               24.0                     10.0       139.6
Total revenues           $          472.1         $          526.0       (10.2 )%




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Total revenues for the nine months ended September 30, 2021 were $472.1 million,
compared to $526.0 million for the nine months ended September 30, 2020, which
represented a 10.2% decrease from the prior year period. This decrease was
attributable to a $94.2 million, or 78.0%, decrease in our Product segment
revenues compared to the corresponding period in 2020, partially offset by a
$26.3 million, or 6.7% increase in Electricity segment revenues and a $14.0
million, or 139.6% increase in Energy Storage segment revenues as compared to
the corresponding period in 2020.



Electricity Segment



Revenues attributable to our Electricity segment for the nine months ended
September 30, 2021 were $421.5 million, compared to $395.2 million for the nine
months ended September 30, 2020. The increase in our Electricity segment
revenues was mainly due to: (i) the consolidation of Dixie Valley and Bewawe
power plants which was acquired on July 13, 2021 as part of the TG Geothermal
Portfolio, LLC, acquisition, with revenues of $13.1 million and $1.3 million,
respectively; (ii) the enhancement of Steamboat Hills in June 2020; (iii) the
resumption of operations of the Puna power plant to 25MW in the third quarter of
2021; and (iv) the expansion of McGinness Hills complex in May 2021, partially
offset by a decrease in revenues from the Olkaria complex  due to lower resource
performance that caused a capacity reduction as well as continued curtailment by
our local customer, KPLC. In addition, in the second quarter 2021, we had a
mechanical issue  in the Steamboat complex that was resolved after a few days,
and in Brawley we are experiencing a surface leak in one of the injection wells
that reduced significantly the generation. The repair work at Brawley is still
in  process.



Power generation in our power plants increased by 5.6% from 4,429,834 MWh in the
nine months ended September 30, 2020 to 4,679,959 MWh in the nine months ended
September 30, 2021.





Product Segment



Revenues attributable to our Product segment for the nine months ended September
30, 2021 were $26.6 million, compared to $120.7 million for the nine months
ended September 30, 2020, which represented a 78.0% decrease. The decrease in
our Product segment revenues was mainly due to slowdown in Products sales as a
result of COVID-19, projects in Turkey, New Zealand and Chile, which started in
2019, and provided $81.4 million in revenue recognized during the nine months
ended September 30, 2020 compared to $8.8 million in the nine months ended
September 30, 2021, and projects in Turkey, which started in 2020, and provided
$22.9 million in revenue recognized during the nine months ended September 30,
2020 compared to zero in the nine months ended September 30, 2021.



Energy Storage Segment



Revenues attributable to our Energy Storage segment for the nine months ended
September 30, 2021 were $24.0 million compared to $10.0 million for the nine
months ended September 30, 2020. The increase is mainly due to an increase of
$7.4 million in revenues from the Rabbit Hill battery energy storage facility
primarily as a result of the February power crisis in Texas, which resulted in a
record high increase in demand for electricity on the one hand and a significant
decrease in electricity supply in the region on the other hand. This led to a
significant increase in the Responsive Reserve Service market price. In
addition, we recorded $7.2 million of revenues from the Pomona energy storage
asset that we acquired in July 2020 in the nine months ended September 30, 2021,
compared to $2.4 million in the nine months ended September 30, 2020.





Total Cost of Revenues



                              Nine Months Ended September 30,
                               2021                     2020           Change
                                   (Dollars in millions)
Electricity segment      $          245.1         $          220.0        11.4 %
Product segment                      23.2                     95.7       (75.8 )
Energy Storage segment               15.0                      9.0        66.6
Total cost of revenues   $          283.3         $          324.7       (12.7 )%




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Total cost of revenues for the nine months ended September 30, 2021 was $283.3
million, compared to $324.7 million for the nine months ended September 30,
2020, which represented a 12.7% decrease. This decrease was attributable to a
decrease of $72.5 million, or 75.8%, in cost of revenues from our Product
segment partially offset by an increase of $25.1 million, or 11.4%, in cost of
revenues from our Electricity segment, and an increase of $6.0 million, or 67%,
in cost of revenues from our Energy Storage segment, all as discussed below. As
a percentage of total revenues, our total cost of revenues for the nine months
ended September 30, 2021 decreased to 60.0% from 61.7% for the nine months ended
September 30, 2020.



Electricity Segment



Total cost of revenues attributable to our Electricity segment for the nine
months ended September 30, 2021 was $245.1 million, compared to $220.0 million
for the nine months ended September 30, 2020. This increase was primarily
attributable to: (i) the consolidation of Dixie Valley and Beowawe power plants
which was acquired on July 13, 2021 as part of the TG Geothermal Portfolio, LLC,
acquisition, with cost of revenues of $6.4 million and $1.0 million,
respectively; (ii) cost of revenues related to the enhancement of Steamboat
Hills in June 2020 and (iii) the resumption of  operations of the Puna power
plant to 25MW in the third quarter of 2021, which was offset by business
interruption insurance recovery of $15.5 million in the nine months ended
September 30, 2021, compared to $7.8 million in the nine months ended September
30, 2020. As a percentage of total Electricity revenues, our total cost of
revenues attributable to our Electricity segment for the nine months ended
September 30, 2021 was 58.2%, compared to 55.7% for the nine months ended
September 30, 2020. This increase was primarily attributable to the decrease in
gross profit relating to higher operational costs in some of our power plants.
The cost of revenues attributable to our international power plants for the nine
months ended September 30, 2021 was 21.7% of our total Electricity segment cost
of revenues for this period.



Product Segment



Total cost of revenues attributable to our Product segment for the nine months
ended September 30, 2021 was $23.2 million, compared to $95.7 million for the
nine months ended September 30, 2020, which represented a 75.8% decrease. This
decrease was primarily attributable to the decrease in Product segment revenues,
as discussed above. As a percentage of total Product segment revenues, our total
cost of revenues attributable to our Product segment for the nine months ended
September 30, 2021 and 2020, was 87.2% and 79.3%, respectively.



Energy Storage Segment



Cost of revenues attributable to our Energy Storage segment for the nine months
ended September 30, 2021 were $15.0 million compared to $9.0 million for the
nine months ended September 30, 2020. Cost of revenues attributable to our
Energy Storage segment for the nine months ended September 30, 2021 includes
$4.9 million from the acquisition of the Pomona energy storage asset that was
acquired in July 2020, compared to $1.3 million in the nine months ended
September 30, 2020. The Energy Storage segment includes cost of revenues related
to the delivery of energy storage, demand response and energy management
services.




Research and Development Expenses, Net





Research and development expenses for the nine months ended September 30, 2021
were $3.2 million, compared to $4.3 million for the nine months ended September
30, 2020. The decrease is mainly attributable to the timing of new development
projects that took place during the nine months ended September 30, 2021
compared to the corresponding period in 2020.



Selling and Marketing Expenses





Selling and marketing expenses for the nine months ended September 30, 2021 were
$10.9 million compared to $13.7 million for the nine months ended September 30,
2020. The decrease was mainly due to a decrease in sales commissions as a result
of the decrease in Product segment revenues. Selling and marketing expenses for
the nine months ended September 30, 2021, constituted 2.3% of total revenues for
such period, compared to 2.6% for the nine months ended September 30, 2020.



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General and Administrative Expenses





General and administrative expenses for the nine months ended September 30, 2021
were $60.4 million compared to $43.2 million for the nine months ended September
30, 2020. The increase was primarily attributable to: (i) the provision for
doubtful debts of $3.0 million relating to imbalance charges from the grid
operator in respect of our demand response operation that we may be unable to
collect due to the February power crisis in Texas; (ii) $5.5 million transaction
costs including $4.7 million related to the TG Geothermal Portfolio, LLC,
acquisition, on July 13, 2021; (iii) legal costs associated with the
investigation by the Special Committee, and (iv) a gain of $1.3 million from the
sale of concession in the nine months ended September 30, 2020. General and
administrative expenses for the nine months ended September 30, 2021 constituted
12.8% of total revenues for such period, compared to 8.2% for the nine months
ended September 30, 2020.


Business Interruption Insurance Income





Business interruption insurance income for the nine months ended September 30,
2021 was $0.2 million compared to $20.7 million for the nine months ended
September 30, 2020. Business interruption insurance income for the nine months
ended September 30, 2021 and 2020 is attributable to business interruption
recovery relating to the Puna power plant.



Interest Expense, Net



Interest expense, net for the nine months ended September 30, 2021 was $59.9
million, compared to $58.8 million for the nine months ended September 30, 2020.
This increase was primarily due to a $1.1 million increase in interest expense
primarily related to: (i) $79.4 million of proceeds from a Senior Unsecured
Bonds Series 3 received in April and May 2020; (ii) $50.0 million of proceeds
from a Senior Unsecured Loan received in April 2020, (iii) $290 million of
proceeds from Bonds Series 4 received in July 2020, (iv) $125.0 million of
proceeds from Bank Hapoalim Loan received in July 2021; (v) $50.0 million of
proceeds from HSBC Bank Loan received in July 2021; (vi) $259 million related to
Finance Lease liability related to the TG Geothermal Portfolio, LLC,
acquisition, in July, 2021; (vii) $100.0 million of proceeds from Bank Discount
Loan received in September 2021, and (viii) a $2.2 million increase in interest
related to sale of tax benefits, partially offset by a $3.9 million increase in
interest capitalized to projects and lower interest expense as a result of
principal payments of long term debt.



Derivatives and Foreign Currency Transaction Gains (Losses)





Derivatives and foreign currency transaction losses for the nine months ended
September 30, 2021 were $16.2 million, compared to gains of $2.1 million for the
nine months ended September 30, 2020. Derivatives and foreign currency
transaction gains (losses) for the nine months ended September 30, 2021 includes
$14.5 million in losses relating to the hedge transaction associated with our
Rabbit Hill battery energy storage facility, due to extreme weather conditions
in the area of Georgetown, Texas in February 2021 as described above. In
addition, we recorded losses from foreign currency forward contracts which were
not accounted for as hedge transactions.





Income Attributable to Sale of Tax Benefits





Income attributable to the sale of tax benefits for the nine months ended
September 30, 2021 was $21.7 million, compared to $16.8 million for the nine
months ended September 30, 2020. Tax equity is a form of financing used for
renewable energy projects. This income primarily represents the value of
production tax credits ("PTCs") and taxable income or loss generated by certain
of our power plants allocated to investors under tax equity transactions.



Other Non-Operating Income (Expense), Net





Other non-operating loss for the nine months ended September 30, 2021 was $0.3
million, compared to Other non-operating income of $1.0 million for the nine
months ended September 30, 2020. Other non-operating income for the nine months
ended September 30, 2020, mainly includes $0.6 million of property damage
recovery related to the Puna power plant.



Income Taxes



Income tax provision for the nine months ended September 30, 2021 was $9.3
million compared to $45.3 million for the nine months ended September 30, 2020.
Our effective tax rate for the nine months ended September 30, 2021 and 2020,
was 15.2% and 36.6%, respectively. The effective rate differs from the federal
statutory rate of 21% for the nine months ended September 30, 2021 primarily due
to the jurisdictional mix of earnings at differing tax rates from the federal
statutory tax rate; movement in the valuation allowance; and generation of
production tax credits.



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Equity in Earnings (losses) of Investees, Net





Equity in earnings (losses) of investees, net for the nine months ended
September 30, 2021 was $1.8 million, compared to a loss $(0.2) million for the
nine months ended September 30, 2020. Equity in earnings (losses) of investees,
net is mainly derived from our 12.75% share in the earnings or losses in the
Sarulla Consortium ("Sarulla"). Due to failure of short term drilling campaign,
SOl is currently evaluating the viability of a long term remediation plan to
restore generation back to previous levels. We are following the remediation
plans in Sarulla  as well as the accounting impact and its implication on our
financial statements on our investment in Sarulla.



Net Income Attributable to the Company's Stockholders





Net income attributable to the Company's stockholders for the nine months ended
September 30, 2021 was $43.2 million, compared to $64.8 million for the nine
months ended September 30, 2020, which represents a decrease of $21.6 million.
This decrease was attributable to the decrease of $24.5 million in net income
which was affected by all the explanations above, partially offset by a decrease
in net income attributable to non controlling interest mainly due to lower
business interruption recovery of the Puna power plant in Hawaii, in the nine
months ended September 30, 2021, compared to nine months ended September 30,
2020.






Liquidity and Capital Resources





Our principal sources of liquidity have been derived from cash flows from
operations, proceeds from third party debt such as borrowings under our credit
facilities, private or public offerings and issuances of debt or equity
securities, project financing and tax monetization transactions, short term
borrowing under our lines of credit, and proceeds from the sale of equity
interests in one or more of our projects. We have utilized this cash to develop
and construct power plants, fund our acquisitions, pay down existing outstanding
indebtedness, and meet our other cash and liquidity needs.



As of September 30, 2021, we had access to (i) $267.8 million in cash and cash
equivalents, of which $48.5 million is held by our foreign subsidiaries;  (ii)
$45.5 million in marketable securities and (iii) $385.9 million of unused
corporate borrowing capacity under existing committed lines of credit with
different commercial banks.



Our estimated capital needs for the remainder of 2021 include $177.0 million for
capital expenditures on new projects under development or construction including
storage projects, exploration activity and maintenance capital expenditures for
our existing projects. In addition, $29.4 million will be needed for debt
repayment.



We expect to finance these requirements with: (i) the sources of liquidity
described above; (ii) positive cash flows from our operations; and (iii) future
project financings and re-financings (including construction loans and tax
equity). Management believes that, based on the current stage of implementation
of our strategic plan, the sources of liquidity and capital resources described
above will address our anticipated liquidity, capital expenditures, and other
investment requirements.



As of September 30, 2021, we continue to maintain our assertion to no longer
indefinitely reinvest foreign funds held by our foreign subsidiaries, with the
exception of a certain balance held in Israel, and have accrued the incremental
foreign withholding taxes. Accordingly, during the nine months ended September
30, 2021, we included a foreign income tax expense of $2.3 million related to
foreign withholding taxes on accumulated earnings of all of our foreign
subsidiaries.



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Letters of Credits Under Credit Agreements





Some of our customers require our project subsidiaries to post letters of credit
in order to guarantee their respective performance under relevant contracts. We
are also required to post letters of credit to secure our obligations under
various leases and licenses and may, from time to time, decide to post letters
of credit in lieu of cash deposits in reserve accounts under certain financing
arrangements. In addition, our subsidiary, Ormat Systems, is required from time
to time to post performance letters of credit in favor of our customers with
respect to orders of products.



                                                        Issued and
Credit Agreements                   Issued Amount       Outstanding as of       Termination
                                                        September 30,           Date
                                                        2021
                                             (Dollars in millions)
Committed lines for credit and
letters of credit                   $         468.0     $              82.1     November 2021-August 2023
Committed lines for letters of
credit                                        160.0                   117.3     October 2021-June 2022
Non-committed lines                               -                    10.1     December 2021
Total                               $         628.0     $             209.5






Restrictive Covenants



Our obligations under the credit agreements, the loan agreements, and the trust
instrument governing the bonds described above, are unsecured, but we are
subject to a negative pledge in favor of the banks and the other lenders and
certain other restrictive covenants. These include, among other things,
restraints on: (i) creating any floating charge or any permanent pledge, charge
or lien over our assets without obtaining the prior written approval of the
lender; (ii) guaranteeing the liabilities of any third party without obtaining
the prior written approval of the lender; and (iii) selling, assigning,
transferring, conveying or disposing of all or substantially all of our assets,
or a change of control in our ownership structure. Some of the credit
agreements, the term loan agreements, and the trust instrument contain
cross-default provisions with respect to other material indebtedness owed by us
to any third party. In some cases, we have agreed to maintain certain financial
ratios, which are measured quarterly, such as: (i) equity of at least $750
million and in no event less than 25% of total assets; (ii) 12-month debt, net
of cash, cash equivalents, and short-term bank deposits to Adjusted EBITDA ratio
not to exceed 6.0; and (iii) dividend distributions not to exceed 50% of net
income in any calendar year.  As of September 30, 2021: (i) total equity was
$1,972.4 million and the actual equity to total assets ratio was 45.2% and (ii)
the 12-month debt, net of cash, cash equivalents, to Adjusted EBITDA ratio was
4.0. During the nine months ended September 30, 2021, we distributed interim
dividends in an aggregate amount of $19.9 million. The failure to perform or
observe any of the covenants set forth in such agreements, subject to various
cure periods, would result in the occurrence of an event of default and would
enable the lenders to accelerate all amounts due under each such agreement.



As described above, we are currently in compliance with our covenants with
respect to the credit agreements, the loan agreements and the trust instrument,
and believe that the restrictive covenants, financial ratios and other terms of
any of our full-recourse bank credit agreements will not materially impact our
business plan or operations.





Future minimum payments


Future minimum payments under long-term obligations, excluding revolving credit lines with commercial banks, as of September 30, 2021, are as follows:





                            (Dollars in thousands)
Year ending December 31:
2021                       $                 31,389
2022                                        397,746
2023                                        197,752
2024                                        260,312
2025                                        171,683
Thereafter                                  959,331
Total                      $              2,018,213




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Third-Party Debt



Our third-party debt consists of (i) non-recourse and limited-recourse project
finance debt or acquisition financing debt that we or our subsidiaries have
obtained for the purpose of developing and constructing, refinancing or
acquiring our various projects and (ii) full-recourse debt incurred by us or our
subsidiaries for general corporate purposes.



Non-Recourse and Limited-Recourse Third-Party Debt





Loan                        Amount           Amount          Interest Rate       Maturity     Related Project   Location
                            Issued         Outstanding                             Date
                                              as of
                                          September 30,
                                              2021
                               (Dollars in millions)
                                                                                              McGinness Hills
OFC 2 Senior Secured                                                                            phase 1 and
Notes - Series A           $   151.7     $          81.6           4.67%            2032         Tuscarora        U.S.
OFC 2 Senior Secured                                                                          McGinness Hills
Notes - Series B               140.0                95.8           4.61%            2032          phase 2         U.S.
Olkaria III Financing
Agreement with DFC -                                                                            Olkaria III
Tranche 1                       85.0                43.7           6.34%            2030          Complex        Kenya
Olkaria III Financing
Agreement with DFC -                                                                            Olkaria III
Tranche 2                      180.0                92.6           6.29%            2030          Complex        Kenya
Olkaria III Financing
Agreement with DFC -                                                                            Olkaria III
Tranche 3                       45.0                24.9           6.12%            2030          Complex        Kenya
Amatitlan Financing(1)          42.0                20.1        LIBOR+4.35%         2027         Amatitlan     Guatemala
Don A. Campbell Senior                                                                        Don A. Campbell
Secured Notes                   92.5                69.3           4.03%            2033          Complex         U.S.
Prudential Capital Group                                                                     Neal Hot Springs
Idaho Loan(2)                   20.0                16.9           5.80%            2023      and Raft River      U.S.
U.S. Department of
Energy Loan(3)                  96.8                39.0           2.60%            2035     Neal Hot Springs     U.S.
Prudential Capital Group
Nevada Loan                     30.7                25.6           6.75%            2037        San Emidio        U.S.
Platanares Loan with DFC       114.7                90.1           7.02%            2032        Platanares      Honduras
Viridity - Plumstriker          23.5                16.2        LIBOR+3.5%  

2026 Plumsted+Striker U.S.


                                                                                                Géothermie
Géothermie Bouillante(4)         8.9                 6.4           1.52%   

2026 Bouillante Guadeloupe


                                                                                                Géothermie
Géothermie Bouillante(4)         8.9                 8.4           1.93%            2026        Bouillante     Guadeloupe
Total                      $ 1,039.7     $         630.6




  1. LIBO Rate cannot be lower than 1.25%. Margin of 4.35% as long as the

Company's guaranty of the loan is outstanding (current situation) or 4.75%


     otherwise.


  2. Secured by equity interest.


  3. Secured by the assets.


  4. Loan in Euro and issued amount is EUR 8.0 million




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Full-Recourse Third-Party Debt





Loan                             Issued        Outstanding         Interest Rate     Maturity Date
                                 Amount        Amount as of
                                               September 30,
                                               2021
                                   (Dollars in millions)
Hapoalim Loan                  $     125.0     $        125.0            3.45%         June 2028
HSBC Loan                             50.0               50.0            3.45%         July 2028
Discount Loan                        100.0              100.0            2.90%      September 2029
Senior Unsecured Bonds
Series 3                             218.0              218.0            4.45%      September 2022
Senior Unsecured Bonds
Series 4 (1)                         289.8              309.7            3.35%         June 2031
Senior unsecured Loan 1              100.0              100.0            4.80%        March 2029
Senior unsecured Loan 2               50.0               50.0            4.60%        March 2029
Senior unsecured Loan 3               50.0               50.0            5.44%        March 2029
DEG Loan 2                            50.0               35.0            6.28%         June 2028
DEG Loan 3                            41.5               30.6            6.04%         June 2028
Total                          $   1,074.3     $      1,068.3

(1 ) Bonds issued in total aggregate principal amount of NIS 1.0 billion.

Finance Liability - Dixie Valley





The finance liability is related to the business combination purchase
transaction of geothermal assets as further described under Note 1 to the
condensed consolidated financial statements. The financial liability outstanding
amount as of September 30, 2021 is $252.9 million, it bears a fixed interest
rate of 2.5% per annum and matures in March 2033.



Liquidity Impact of Uncertain Tax Positions





The Company has a liability associated with unrecognized tax benefits and
related interest and penalties in the amount of approximately $3.7 million as of
September 30, 2021. This liability is included in long-term liabilities in our
condensed consolidated balance sheet because we generally do not anticipate that
settlement of the liability will require payment of cash within the next twelve
months. We are not able to reasonably estimate when we will make any cash
payments required to settle this liability.





Dividends


The following are the dividends declared by us since September 30, 2019:





                     Dividend
                    Amount per
Date Declared          Share      Record Date       Payment Date
August 7, 2019      $      0.11   August 20, 2019   August 27, 2019
November 6, 2019    $      0.11   November 20, 2019 December 4, 2019
February 25, 2020   $      0.11   March 12, 2020    March 26, 2020
May 8, 2020         $      0.11   May 21, 2020      June 2, 2020
August 4, 2020      $      0.11   August 18, 2020   September 1, 2020
November 4, 2020    $      0.11   November 18, 2020 December 2, 2020
February 24, 2021   $      0.12   March 11, 2021    March 29, 2021
August 4, 2021      $      0.12   August 18, 2021   September 1, 2021
November 3, 2021    $      0.12   November 17, 2021 December 3, 2021




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Historical Cash Flows



The following table sets forth the components of our cash flows for the periods
indicated:



                                                                Nine Months Ended
                                                                  September 30,
                                                               2021            2020
                                                              (Dollars in thousands)
Net cash provided by operating activities                  $    144,791     $   238,890
Net cash used in investing activities                          (509,945 )      (292,970 )
Net cash provided by (used in) financing activities             185,012     

189,992


Net change in cash and cash equivalents and restricted
cash and cash equivalents                                      (180,478 )       136,432



For the Nine Months Ended September 30, 2021





Net cash provided by operating activities for the nine months ended September
30, 2021 was $144.8 million, compared to $238.9 million for the nine months
ended September 30, 2020. The net decrease of  $94.1 million was primarily due
to: (i) a decrease in accounts payable and accrued expenses of $30.3 million in
the nine months ended September 30, 2021, compared to an increase of $2.6
million in the nine months ended September 30, 2020, mainly due to timing of
payments to our supplier; and (ii) a decrease of $9.0 million in deferred income
tax provision in the nine months ended September 30, 2021 compared to an
increase of $25.5 million in the nine months ended September 30, 2020.



Net cash used in investing activities for the nine months ended September 30,
2021 was $509.9 million, compared to $293.0 million for the nine months ended
September 30, 2020. The principal factors that affected our net cash used in
investing activities during the nine months ended September 30, 2021 were: (i)
capital expenditures of $288.4 million, primarily for our facilities under
construction that support our growth plan; (ii) cash paid for the acquisition of
the TG Geothermal Portfolio for a total net consideration of $171.0 million;
(iii) purchase of marketable securities of $49.3 million and (iv) an investment
in an unconsolidated company of $6.2 million . The principal factors that
affected our net cash used in investing activities during the nine months ended
September 30, 2020 were: (i) capital expenditures of $231.8 million, primarily
for our facilities under construction that support our growth plan; (ii) cash
paid for the acquisition of the Pomona energy storage asset in California from
Alta Gas for a total net consideration of $43.3 million; and (iii) an investment
in an unconsolidated company of $14.8 million.



Net cash provided by financing activities for the nine months ended September
30, 2021 was $185.0 million, compared to $190.0 million for the nine months
ended September 30, 2020. The principal factors that affected the net cash
provided by financing activities during the nine months ended September 30, 2021
were: $275.0 million proceeds from long term loans from banks, partially offset
by: (i) the repayment of long-term debt in the amount of $58.4 million; (ii) a
$19.9 million cash dividend payment and (iii) $7.0 million cash paid to a
noncontrolling interest. The principal factors that affected our net cash
provided by financing activities during the nine months ended September 30, 2020
were: (i) $289.9 million of proceeds from bonds series 4; (ii) $79.4 million of
proceeds from a senior secured bonds series 3; and (iii) $50.0 million of
proceeds from a senior unsecured loan; partially offset by: (i) the repayment of
commercial paper debt in the amount of $50.0 million; (ii) the repayment of
$40.6 million from our revolving credit lines with commercial banks which were
withdrawn primarily to secure cash in hand in order to meet our capital needs in
light of the uncertainty related to the COVID-19 pandemic; (iii) the repayment
of long-term debt in the amount of $115.6 million; (iii) a $16.9 million cash
dividend paid; and (iv) $9.2 million cash paid to a noncontrolling interest.



Non-GAAP Measures: EBITDA and Adjusted EBITDA





We calculate EBITDA as net income before interest, taxes, depreciation and
amortization. We calculate Adjusted EBITDA as net income before interest, taxes,
depreciation and amortization, adjusted for (i) termination fees, (ii)
impairment of long-lived assets, (iii) write-off of unsuccessful exploration
activities, (iv) any mark-to-market gains or losses from accounting for
derivatives, (v) merger and acquisition transaction costs, (vi) stock-based
compensation, (vii) gains or losses from extinguishment of liabilities, (viii)
gains or losses on sale of subsidiaries and property, plant and equipment and
(ix) other unusual or non-recurring items. EBITDA and Adjusted EBITDA are not
measurements of financial performance or liquidity under accounting principles
generally accepted in the U.S. (U.S. GAAP) and should not be considered as an
alternative to cash flow from operating activities or as a measure of liquidity
or as an alternative to net earnings as indicators of our operating performance
or any other measures of performance derived in accordance with U.S. GAAP. Our
board of directors and senior management use EBITDA and Adjusted EBITDA to
evaluate our financial performance. However, other companies in our industry may
calculate EBITDA and Adjusted EBITDA differently than we do.



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Net income for the three and nine months ended September 30, 2021 was $20.8 million and $53.8 million, respectively, compared to $23.1 million and $78.3 million, respectively, for the three and nine months ended September 30, 2020.





Adjusted EBITDA for the three and nine months ended September 30, 2021 was
$101.6 million and $285.4 million, respectively, compared to $107.1 million and
$311.0 million, respectively, for the three and nine months ended September 30,
2020.


The following table reconciles net income to EBITDA and Adjusted EBITDA for the three and nine months period ended September 30, 2021 and 2020:





                                               Three Months Ended               Nine Months Ended
                                                  September 30,                   September 30,
                                               2021            2020            2021            2020
                                             (Dollars in thousands)          (Dollars in thousands)
Net income                                 $     20,780      $  23,098     $     53,804      $  78,274
Adjusted for:
Interest expense, net (including
amortization of deferred financing
costs)                                           21,711         21,130           58,282         57,345
Income tax provision (benefit)                    2,048         15,361            9,323         45,275
Adjustment to investment in an
unconsolidated company: our
proportionate share in interest expense,
tax and depreciation and amortization in
Sarulla                                           2,889          4,395            8,253         10,271
Depreciation and amortization                    47,548         39,628          130,503        111,728
EBITDA                                     $     94,976      $ 103,612     $    260,165      $ 302,893
Mark-to-market (gains) or losses from
accounting for derivative                             -            431            1,096         (1,612 )
Stock-based compensation                          2,120          2,807            6,840          7,060
Reversal of a contingent liability                    -              -             (418 )            -
Allowance for bad debts related to
February power crisis in Texas                        -              -            2,980              -
Hedge losses resulting from February
power crisis in Texas                                 -              -            9,133              -
Merger and acquisition transaction costs          4,539            211            5,497          1,369
Other write-off                                       -              -              134              -
Settlement expenses                                   -              -                -          1,277
Adjusted EBITDA                            $    101,635      $ 107,061     $    285,427      $ 310,987




In May 2014, Sarulla closed $1,170 million in financing. As of September 30,
2021, the credit facility had an outstanding balance of $940.0 million. In March
2021, Sarulla failed to meet its debt service coverage ratio under the credit
facility agreement due to lower performance of the power plants. Our
proportionate share in the SOL credit facility is $119.8 million. SOL is
undergoing negotiations with its lenders for a waiver covering this
non-compliance.







Capital Expenditures


Our capital expenditures primarily relate to: (i) the development and construction of new power plants, (ii) the enhancement of our existing power plants; and (iii) investment in activities under our strategic plan.

The following is an overview of projects that are fully released for construction.

Heber Complex (California). We are currently in the process of repowering the
Heber 1 and Heber 2 power plants. We are planning to replace steam turbine and
old OEC units with new advanced technology equipment that will add a net
capacity of 11 MW. Following these enhancements, we expect the capacity of the
complex to reach 92 MW. Permitting, engineering and procurement are ongoing and
manufacturing was completed. Equipment transportation is ongoing and we
experienced delays due to permitting. We expect commercial operation of Heber 2
at the end of  2022 and Heber 1 in the first quarter of 2023.



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CD 4 Project (California). We plan to develop a 30 MW project at the Mammoth
complex on primarily Bureau of Land Management ("BLM") leases. We signed a
Wholesale Distribution Access Tariff Cluster Large Generator Interconnection
Agreement with Southern California Edison in December 2017. We signed a
25-year PPA with SCPPA for 16 MW that will be sold to the City of Colton in
California, and we recently signed two additional 10-year PPAs with Silicon
Valley Clean Energy and Monterey Bay Community Power, each of which will
purchase 7 MW (for a total of 14 MW) of power. Construction and drilling are
ongoing. We expect commercial operation at the first quarter of 2022.



Wister Solar (California). We are developing a 20MW AC solar PV project on the
Wister site in California. We plan to install a Solar PV system and sell the
electricity under a PPA with San Diego Gas & Electric. Engineering and
procurement were completed. PV panels and tracking systems delivered.
Construction commencement delayed and we expect the project to be completed in
the first half of 2022.



Dixie Meadows (Nevada). We are developing the 12MW Dixie Meadows geothermal
power plant in Nevada. We are planning to sell the electricity generated under
the Portfolio SCPPA PPA. Engineering and procurement are completed. Equipment
shipped and was stored. Construction commencement is pending permits that are
currently not approved. Commercial operation is pending start of construction.



Tungsten expansion (Nevada). We are expanding the Tungsten geothermal power plant in Nevada to add an additional 11 MW. We are planning to sell the electricity generated under the Portfolio SCPPA PPA. Construction commenced and equipment delivered. Commercial operation is expected in the first half of 2022.





Steamboat Solar (Nevada). We are currently developing a Solar PV power plant
adjacent to our geothermal Steamboat complex in Nevada. The project is expected
to generate approximately 5 AC MW that will be used for the ancillary needs of
the geothermal power plant and will free a similar amount of MW to be sold from
the geothermal resource to SCPPA under the portfolio PPA. Engineering and
procurement are ongoing. We expect commercial operation in 2022.



Zunil Upgrade (Guatemala). We are expanding the Zunil geothermal power plant in
Guatemala to add 5 MW of additional capacity. We are planning to sell the
electricity generated under the existing PPA with the local utility, Instituto
Nacional de Electrification or "INDE". Construction is ongoing and commercial
operation is expected during the first half of 2022.



North Valley (Nevada). We are developing the 25 MW North Valley geothermal power
plant in Nevada. The Project was recently released and we are currently in
negotiations to secure a long term PPA. Engineering and procurement are ongoing.
Commercial operation is expected at the end of 2022.



Tungsten Solar (Nevada). We are currently developing a Solar PV power plant
adjacent to our geothermal Tungsten power plant in Nevada. The project is
expected to generate approximately 4 AC MW that will be used for the ancillary
needs of the geothermal power plant and will free a similar amount of MW to be
sold from the geothermal resource to SCPPA under the portfolio PPA. Construction
commenced and we expect commercial operation in 2022.



In addition, we are in the process of repowering Ormesa, Neal Hot Springs, Steamboat 2 and 3 and Dixie Valley bottoming. In the Energy Storage segment, we are in the process of constructing several facilities as detailed below:







Project Name  Size         Location Customer            Expected COD
Tierra Buena  5MW/20MWh    CA       CAISO, RCEA and VCE Q1 2022
Upton         25MW/25MWh   TX       ERCOT               Q1 2021
Andover       20MW/20MWh   NJ       PJM                 Q2 2022
Howell        6.5MW/6.5MWh NJ       PJM                 Q2 2022
Bowling Green 12MW/12MWh   OH       PJM                 Q3 2022
Pomona 2      20MW/40MWh   CA       PG&E and CAISO      Q3 2022




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The following is an overview of projects that are in initial stages of construction:

Carson Lake Project. We plan to develop between 10 MW to 15 MW at the Carson
Lake project on BLM leases located in Churchill County, Nevada. We signed a
Small Generator Interconnection Agreement with NV Energy in December 2017. As of
September 30, 2021, we are planning the drilling activity to begin next year.



We have budgeted approximately $529.4.0 million in capital expenditures for construction of new projects and enhancements to our existing power plants, of which we had invested $271.8 million as of September 30, 2021. We expect to invest approximately $110.0 million in the rest of 2021 and the remaining approximately $147.6 million thereafter.





In addition, we estimate approximately $67.0 million in additional capital
expenditures in 2021 to be allocated as follows: (i) approximately $25.0 million
for the exploration, drilling and development of new projects and enhancements
of existing power plants that are not yet released for full construction; (ii)
approximately $10.0 million for maintenance capital expenditures for our
operating power plants; (iii) approximately $30.0 million for the construction
and development of storage projects; and (iv) approximately $2.0 million for
enhancements to our production facilities.



In the aggregate, we estimate our total capital expenditures for the fourth quarter to be approximately $177.0 million.







Exposure to Market Risks



Based on current conditions, we believe that we have sufficient financial
resources to fund our activities and execute our business plans. However, the
cost of obtaining financing for our project needs may increase significantly or
such financing may be difficult to obtain.



We, like other power plant operators, are exposed to electricity price
volatility risk. Our exposure to such market risk is currently limited because
the majority of our long-term PPAs have fixed or escalating rate provisions that
limit our exposure to changes in electricity prices. Our energy storage projects
sell primarily on a "merchant" basis and are exposed to changes in the
electricity market prices.



The energy payments under the PPAs of the Heber 2 power plant in the Heber
Complex are determined by reference to the relevant power purchaser's Short Run
Avoided Cost ("SRAC"). A decline in the price of natural gas will result in a
decrease in the incremental cost that the power purchaser avoids by not
generating its electrical energy needs from natural gas, or by reducing the
price of purchasing its electrical energy needs from natural gas power plants,
which in turn will reduce the energy payments that we may charge under the
relevant PPA for these power plants. The Puna Complex is currently benefiting
from energy prices which are higher than the floor under the 25 MW PPA for the
Puna Complex.



As of September 30, 2021, 97.9% of our consolidated long-term debt was fixed
rate debt and therefore was not subject to interest rate volatility risk and
2.1% of our long-term debt was floating rate debt, exposing us to interest rate
risk in connection therewith. As of September 30, 2021, $36.3 million of our
long-term debt remained subject to interest rate risk.



We currently maintain our surplus cash in short-term, interest-bearing bank deposits, money market funds, corporate bonds and commercial paper (with a minimum investment grade rating of A+ by Standard & Poor's Ratings Services).





Our cash equivalents are subject to interest rate risk. Fixed rate securities
may have their market value adversely impacted by a rise in interest rates,
while floating rate securities may produce less income than expected if interest
rates fall. As a result of these factors, our future investment income may fall
short of expectations because of changes in interest rates or we may suffer
losses in principal if we are forced to sell securities that decline in market
value because of changes in interest rates. As of September 30, 2021, our
investment in marketable securities was subject to such risk.







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We are also exposed to foreign currency exchange risk, in particular the
fluctuation of the U.S. dollar versus the NIS in Israel and the Euro. Risks
attributable to fluctuations in currency exchange rates can arise when we or any
of our foreign subsidiaries borrow funds or incur operating or other expenses in
one type of currency but receive revenues in another. In such cases, an adverse
change in exchange rates can reduce such subsidiary's ability to meet its debt
service obligations, reduce the amount of cash and income we receive from such
foreign subsidiary, or increase such subsidiary's overall expenses. In Kenya,
the tax asset is recorded in Kenyan Shillings ("KES") similar to the tax
liability, however any change in the exchange rate in the KES versus the USD has
an impact on our financial results. Risks attributable to fluctuations in
foreign currency exchange rates can also arise when the currency denomination of
a particular contract is not the U.S. dollar. Substantially all of our PPAs in
the international markets are either U.S. dollar-denominated or linked to the
U.S. dollar except for our operations on Guadeloupe, where we own and operate
the Boulliante power plant which sells its power under a Euro-denominated PPA
with Électricité de France S.A. Our construction contracts from time to time
contemplate costs which are incurred in local currencies. The way we often
mitigate such risk is to receive part of the proceeds from the contract in the
currency in which the expenses are incurred. Currently, we have forward and
cross-currency swap contracts in place to reduce our NIS/USD currency exposure
and expect to continue to use currency exchange and other derivative instruments
to the extent we deem such instruments to be the appropriate tool for managing
such exposure.



On July 1, 2020, we concluded an auction tender and accepted subscriptions for
senior unsecured bonds comprised of NIS 1.0 billion aggregate principal amount
(the "Senior Unsecured Bonds - Series 4"). The Senior Unsecured Bonds - Series 4
were issued in New Israeli Shekels and converted to approximately $290 million
using a cross-currency swap transaction shortly after the completion of such
issuance.



We performed a sensitivity analysis on the fair values of our long-term debt
obligations, and foreign currency exchange forward contracts. The foreign
currency exchange forward contracts listed below principally relate to trading
activities. The sensitivity analysis involved increasing and decreasing forward
rates at September 30, 2021 and December 31, 2020 by a hypothetical 10% and
calculating the resulting change in the fair values.



At this time, the development of our strategic plan has not exposed us to any
additional market risk. However, as the implementation of the plan progresses,
we may be exposed to additional or different market risks.



The results of the sensitivity analysis calculations as of September 30, 2021 and December 31, 2020 are presented below:





                            Assuming a                       Assuming a
                      10% Increase in Rates             10% Decrease in Rates
                    September         December       September         December
Risk                30, 2021          31, 2020       30, 2021          31, 2020      Change in the Fair Value of
                                       (Dollars in thousands)
                                                                                    Foreign currency forward
Foreign Currency   $    (1,917 )     $   (1,996 )   $     3,323       $     2,439   contracts
Interest Rate             (986 )              -           1,000                 -   Discount Loan
Interest Rate           (1,162 )              -           1,178                 -   Hapoalim Loan
Interest Rate             (550 )              -             558                 -   HSBC Loan
                                                                                    Finance liability - Dixie
Interest Rate           (3,102 )              -           3,160                 -   Valley
Interest Rate           (2,985 )         (3,025 )         3,054             3,090   OFC 2 Senior Secured Notes
Interest Rate           (2,933 )         (3,193 )         3,008             3,273   Olkaria III Loan - DFC Loan
Interest Rate           (3,778 )         (4,278 )         3,822             4,313   Senior Unsecured Bonds
Interest Rate             (506 )           (586 )           517               599   DEG 2 Loan
Interest Rate           (1,259 )         (1,266 )         1,294             1,299   DAC 1 Senior Secured Notes
Interest Rate             (243 )           (311 )           248               318   Amatitlan Loan
                                                                                    Migdal Loan, the Additional
                                                                                    Migdal Loan and the Second
Interest Rate           (3,003 )         (3,194 )         3,074             3,270   Addendum Migdal Loan
Interest Rate             (924 )           (941 )           968               983   San Emidio Loan
Interest Rate             (492 )           (444 )           501               450   DOE Loan
Interest Rate             (101 )           (151 )           101               153   Idaho Holdings Loan
Interest Rate           (2,026 )         (2,146 )         2,088             2,209   Platanares DFC Loan
Interest Rate             (394 )           (452 )           401               461   DEG 3 Loan
Interest Rate             (132 )           (179 )           134               181   Plumstriker Loan
Interest Rate              (79 )           (107 )            80            

  108   Other long-term loans




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In July 2019, the United Kingdom's Financial Conduct Authority, which regulates
LIBOR (London Interbank Offered Rate), announced that it intends to phase out
LIBOR by the end of 2021. It is unclear whether or not LIBOR will cease to exist
at that time and/or whether new methods of calculating LIBOR will be established
such that it will continue to exist after 2021. The U.S. Federal Reserve, in
conjunction with the Alternative Reference Rates Committee, a steering committee
comprised of large U.S. financial institutions, is considering replacing U.S.
dollar LIBOR with a new SOFR (Secured Overnight Financing Rate) index calculated
by short-term repurchase agreements, backed by Treasury securities.



We have evaluated the impact of the transition from LIBOR, and currently believe that the transition will not have a material impact on our consolidated financial statements.





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Effect of Inflation



We expect that inflation will not be a significant risk in the near term, given
the current global economic conditions, however, we recently experienced an
increase and shortage in raw material cost and supply chain delays, which may
put pressure on our operating margins in the Product segment and increase our
cost to build our own power plants. To address the possibility of rising
inflation, some of our contracts include certain provisions that mitigate
inflation risk.



In connection with the Electricity segment, none of our U.S. PPAs, including the
SCPPA Portfolio PPA, are directly linked to the Consumer Price Index ("CPI").
Inflation may directly impact an expense we incur for the operation of our
projects, thereby increasing our overall operating costs and reducing our profit
and gross margin. The negative impact of inflation would be partially offset by
price adjustments built into some of our PPAs that could be triggered upon such
occurrences. The energy payments pursuant to our PPAs for some of our power
plants such as the Brady power plant, the Steamboat 2 and 3 power plants and the
McGinness Complex increase every year through the end of the relevant terms of
such agreements, although such increases are not directly linked to the CPI or
any other inflationary index. Lease payments are generally fixed, while royalty
payments are generally calculated as a percentage of revenues and therefore are
not significantly impacted by inflation. In our Product segment, inflation may
directly impact fixed and variable costs incurred in the construction of our
power plants, thereby increasing our operating costs in the Product segment. We
are more likely to be able to offset all or part of this inflationary impact
through our project pricing. With respect to power plants that we build for our
own electricity production, inflationary pricing may impact our operating costs
which may be partially offset in the pricing of the new long-term PPAs that we
negotiate.


Concentration of Credit Risk





Our credit risk is currently concentrated with the following major customers:
Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV
Energy), SCPPA and KPLC. If any of these electric utilities fail to make
payments under its PPAs with us, such failure would have a material adverse
impact on our financial condition. Also, by implementing our multi-year
strategic plan we may be exposed, by expanding our customer base, to different
credit profile customers than our current customers.



The Company's revenues from its primary customers as a percentage of total
revenues are as follows:



                                               Three Months Ended              Nine Months Ended
                                                  September 30,                  September 30,
                                              2021             2020           2021          2020
Sierra Pacific Power Company and Nevada
Power Company                                    15.8  %          15.4 %         18.7  %         17.1 %
Southern California Public Power
Authority ("SCPPA")                              21.3  %          19.5 %         23.9  %         19.8 %
Kenya Power and Lighting Co. Ltd.
("KPLC")                                         16.1  %          18.2 %         16.3  %         16.5 %






We have historically been able to collect on substantially all of our receivable
balances. As of September 30, 2021, the amount overdue from KPLC in Kenya was
$33.8 million of which $14.2 million was paid in October 2021, compared to
amount overdue of $52.9 million as of September 30, 2020. These amounts
represent an average of 73 and 83 days overdue, respectively. In Honduras, as of
September 30, 2021, the total amount overdue from ENEE was $13.8 million of
which $2.7 million was received in October 2021.  In addition, due to continuing
restrictive measures related to the COVID-19 pandemic in Honduras, the Company
may experience additional delays in collection. The Company believes it will be
able to collect all past due amounts in Honduras.

Government Grants and Tax Benefits

A comprehensive discussion on government grants and tax benefits is included in our 2020 Annual Report. There have been no material changes to this section during the nine months ended September 30, 2021.


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