e10vq
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
June 30,
2009
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file number:
001-32347
ORMAT TECHNOLOGIES,
INC.
(Exact name of registrant as
specified in its charter)
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DELAWARE
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88-0326081
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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6225 Neil Road, Reno, Nevada
89511-1136
(Address of principal executive
offices)
Registrants telephone number, including area code:
(775) 356-9029
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). o
Yes þ No
As of the date of this filing, the number of outstanding shares
of common stock of Ormat Technologies, Inc. is
45,407,649 par value $0.001 per share.
ORMAT
TECHNOLOGIES, INC
FORM 10-Q
FOR THE
QUARTER ENDED JUNE 30, 2009
2
Certain
Definitions
Unless the context otherwise requires, all references in this
quarterly report to Ormat, the Company,
we, us, our company,
Ormat Technologies or our refer to Ormat
Technologies, Inc. and its consolidated subsidiaries.
3
PART I
UNAUDITED FINANCIAL INFORMATION
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ITEM 1.
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CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
|
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June 30,
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December 31,
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2009
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2008
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(In thousands)
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|
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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46,028
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$
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34,393
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Restricted cash, cash equivalents and marketable securities
|
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35,255
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24,439
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Receivables:
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|
|
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Trade
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53,323
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49,839
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Related entity
|
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|
477
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|
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|
338
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Other
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16,758
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15,654
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Due from Parent
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1,951
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|
1,085
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Inventories, net
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14,609
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13,724
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Costs and estimated earnings in excess of billings on
uncompleted contracts
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14,622
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|
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6,982
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Deferred income taxes
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|
3,746
|
|
|
|
3,003
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Prepaid expenses and other
|
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8,451
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16,222
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|
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Total current assets
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195,220
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|
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165,679
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Long-term marketable securities
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2,053
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1,994
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Restricted cash, cash equivalents and marketable securities
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2,983
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2,951
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Unconsolidated investments
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33,425
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30,559
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Deposits and other
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17,209
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16,876
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Deferred income taxes
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14,157
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13,965
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Property, plant and equipment, net
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972,433
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958,186
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Construction-in-process
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469,069
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386,501
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Deferred financing and lease costs, net
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22,911
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19,240
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Intangible assets, net
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43,297
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44,853
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|
|
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Total assets
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$
|
1,772,757
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$
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1,640,804
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LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable and accrued expenses
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$
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79,367
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$
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103,336
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Billings in excess of costs and estimated earnings on
uncompleted contracts
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14,584
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15,670
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Current portion of long-term debt:
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|
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Limited and non-recourse
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18,290
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6,676
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Senior secured notes (non-recourse)
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19,896
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20,085
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Due to Parent, including current portion of notes payable to
Parent
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9,650
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16,616
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|
|
|
|
|
|
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Total current liabilities
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141,787
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162,383
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Long-term debt, net of current portion:
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Limited and non-recourse
|
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124,912
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7,814
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Revolving credit lines with banks (full recourse)
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120,000
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100,000
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Senior secured notes (non-recourse)
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244,588
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252,060
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Notes payable to Parent, net of current portion
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9,600
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Liability associated with sale of equity interests
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108,616
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113,327
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Deferred lease income
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|
73,809
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|
|
|
74,427
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Deferred income taxes
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|
41,431
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|
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33,231
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Liability for unrecognized tax benefits
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4,077
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3,425
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Liabilities for severance pay
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17,454
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17,640
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Asset retirement obligation
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13,958
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13,438
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|
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Total liabilities
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890,632
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|
|
|
787,345
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Commitments and contingencies
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Equity:
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The Companys stockholders equity:
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Common stock, par value $0.001 per share;
200,000,000 shares authorized; 45,407,649 and
45,353,120 shares issued and outstanding, respectively
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46
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|
45
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Additional paid-in capital
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704,854
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701,273
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Retained earnings
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|
170,409
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|
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144,465
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Accumulated other comprehensive income (loss)
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|
(59
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)
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|
645
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|
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|
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|
|
|
|
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875,250
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846,428
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Noncontrolling interest
|
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|
6,875
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|
|
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7,031
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|
|
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|
|
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Total equity
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|
882,125
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|
853,459
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|
|
|
|
|
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Total liabilities and equity
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$
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1,772,757
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$
|
1,640,804
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|
|
|
|
|
|
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
4
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND
COMPREHENSIVE INCOME
(Unaudited)
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Three Months Ended
|
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Six Months Ended
|
|
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|
June 30,
|
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|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands, except per share data)
|
|
|
(In thousands, except
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|
|
|
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per share data)
|
|
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Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
$
|
60,562
|
|
|
$
|
61,774
|
|
|
$
|
123,200
|
|
|
$
|
121,293
|
|
Product
|
|
|
39,673
|
|
|
|
18,447
|
|
|
|
76,924
|
|
|
|
28,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
100,235
|
|
|
|
80,221
|
|
|
|
200,124
|
|
|
|
149,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
$
|
44,958
|
|
|
|
41,506
|
|
|
|
88,842
|
|
|
|
80,182
|
|
Product
|
|
|
27,242
|
|
|
|
15,704
|
|
|
|
51,485
|
|
|
|
23,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues
|
|
|
72,200
|
|
|
|
57,210
|
|
|
|
140,327
|
|
|
|
103,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
28,035
|
|
|
|
23,011
|
|
|
|
59,797
|
|
|
|
45,672
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
2,487
|
|
|
|
785
|
|
|
|
3,288
|
|
|
|
1,481
|
|
Selling and marketing expenses
|
|
|
3,215
|
|
|
|
2,020
|
|
|
|
7,516
|
|
|
|
5,539
|
|
General and administrative expenses
|
|
|
5,582
|
|
|
|
5,925
|
|
|
|
13,117
|
|
|
|
11,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
16,751
|
|
|
|
14,281
|
|
|
|
35,876
|
|
|
|
26,700
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
276
|
|
|
|
1,052
|
|
|
|
428
|
|
|
|
2,098
|
|
Interest expense, net
|
|
|
(4,415
|
)
|
|
|
(4,851
|
)
|
|
|
(7,705
|
)
|
|
|
(9,637
|
)
|
Foreign currency translation and transaction gains (losses)
|
|
|
2,569
|
|
|
|
(1,359
|
)
|
|
|
9
|
|
|
|
(1,542
|
)
|
Income attributable to sale of equity interests
|
|
|
4,366
|
|
|
|
4,848
|
|
|
|
8,534
|
|
|
|
8,164
|
|
Other non-operating income, net
|
|
|
550
|
|
|
|
309
|
|
|
|
400
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in income of investees
|
|
|
20,097
|
|
|
|
14,280
|
|
|
|
37,542
|
|
|
|
25,804
|
|
Income tax provision
|
|
|
(4,478
|
)
|
|
|
(2,613
|
)
|
|
|
(7,967
|
)
|
|
|
(4,684
|
)
|
Equity in income of investees, net
|
|
|
355
|
|
|
|
408
|
|
|
|
905
|
|
|
|
947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
15,974
|
|
|
|
12,075
|
|
|
|
30,480
|
|
|
|
22,067
|
|
Net loss attributable to noncontrolling interest
|
|
|
77
|
|
|
|
86
|
|
|
|
156
|
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Companys stockholders
|
|
$
|
16,051
|
|
|
$
|
12,161
|
|
|
$
|
30,636
|
|
|
$
|
22,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
15,974
|
|
|
$
|
12,075
|
|
|
$
|
30,480
|
|
|
$
|
22,067
|
|
Other comprehensive income (loss), net of related taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment
|
|
|
423
|
|
|
|
|
|
|
|
371
|
|
|
|
|
|
Amortization of unrealized gains in respect of derivative
instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
designated for cash flow hedge
|
|
|
(65
|
)
|
|
|
(74
|
)
|
|
|
(130
|
)
|
|
|
(149
|
)
|
Change in unrealized gains or losses on marketable securities
available-for-sale
|
|
|
260
|
|
|
|
(136
|
)
|
|
|
260
|
|
|
|
(410
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
16,592
|
|
|
|
11,865
|
|
|
|
30,981
|
|
|
|
21,508
|
|
Comprehensive loss attributable to noncontrolling interest
|
|
|
77
|
|
|
|
86
|
|
|
|
156
|
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to the Companys
stockholders
|
|
$
|
16,669
|
|
|
$
|
11,951
|
|
|
$
|
31,137
|
|
|
$
|
21,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to the Companys
stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.35
|
|
|
$
|
0.28
|
|
|
$
|
0.68
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.35
|
|
|
$
|
0.28
|
|
|
$
|
0.67
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in computation of
earnings per share attributable to the Companys
stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
45,369
|
|
|
|
43,828
|
|
|
|
45,361
|
|
|
|
42,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
45,451
|
|
|
|
43,978
|
|
|
|
45,425
|
|
|
|
43,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend per share declared
|
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.13
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are in integral part of these condensed
consolidated financial statements.
5
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
|
|
|
Noncontrolling
|
|
|
Total
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Total
|
|
|
Interest
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
|
41,530
|
|
|
$
|
41
|
|
|
$
|
513,109
|
|
|
$
|
103,545
|
|
|
$
|
1,388
|
|
|
$
|
618,083
|
|
|
$
|
4,682
|
|
|
$
|
622,765
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
2,074
|
|
|
|
|
|
|
|
|
|
|
|
2,074
|
|
|
|
|
|
|
|
2,074
|
|
Cash dividend declared, $0.10 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,377
|
)
|
|
|
|
|
|
|
(4,377
|
)
|
|
|
|
|
|
|
(4,377
|
)
|
Issuance of shares of common stock in a block trade transaction
|
|
|
3,100
|
|
|
|
3
|
|
|
|
149,652
|
|
|
|
|
|
|
|
|
|
|
|
149,655
|
|
|
|
|
|
|
|
149,655
|
|
Issuance of unregistered shares of common stock to the Parent in
a private placement
|
|
|
694
|
|
|
|
1
|
|
|
|
33,314
|
|
|
|
|
|
|
|
|
|
|
|
33,315
|
|
|
|
|
|
|
|
33,315
|
|
Exercise of options by employees
|
|
|
7
|
|
|
|
|
|
|
|
216
|
|
|
|
|
|
|
|
|
|
|
|
216
|
|
|
|
|
|
|
|
216
|
|
Tax benefit on exercise of options by employees
|
|
|
|
|
|
|
|
|
|
|
68
|
|
|
|
|
|
|
|
|
|
|
|
68
|
|
|
|
|
|
|
|
68
|
|
Increase in noncontrolling interest due to sale of equity
interest in OPC LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,598
|
|
|
|
2,598
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,225
|
|
|
|
|
|
|
|
22,225
|
|
|
|
(158
|
)
|
|
|
22,067
|
|
Other comprehensive loss, net of related taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of unrealized gains in respect of derivative
instruments designated for cash flow hedge (net of related tax
of $92,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(149
|
)
|
|
|
(149
|
)
|
|
|
|
|
|
|
(149
|
)
|
Change in unrealized gains or losses on marketable securities
available-for-sale
(net of related tax of $251,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(410
|
)
|
|
|
(410
|
)
|
|
|
|
|
|
|
(410
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2008
|
|
|
45,331
|
|
|
$
|
45
|
|
|
$
|
698,433
|
|
|
$
|
121,393
|
|
|
$
|
829
|
|
|
$
|
820,700
|
|
|
$
|
7,122
|
|
|
$
|
827,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
45,353
|
|
|
$
|
45
|
|
|
$
|
701,273
|
|
|
$
|
144,465
|
|
|
$
|
645
|
|
|
$
|
846,428
|
|
|
$
|
7,031
|
|
|
$
|
853,459
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
2,728
|
|
|
|
|
|
|
|
|
|
|
|
2,728
|
|
|
|
|
|
|
|
2,728
|
|
Cumulative effect of adopting FSP
FAS 115-2
and
FAS 124-2
as of April 1, 2009 (net of related tax of $650,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,205
|
|
|
|
(1,205
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividend declared, $0.13 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,897
|
)
|
|
|
|
|
|
|
(5,897
|
)
|
|
|
|
|
|
|
(5,897
|
)
|
Exercise of options by employees
|
|
|
55
|
|
|
|
1
|
|
|
|
853
|
|
|
|
|
|
|
|
|
|
|
|
854
|
|
|
|
|
|
|
|
854
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,636
|
|
|
|
|
|
|
|
30,636
|
|
|
|
(156
|
)
|
|
|
30,480
|
|
Other comprehensive income (loss), net of related taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
371
|
|
|
|
371
|
|
|
|
|
|
|
|
371
|
|
Amortization of unrealized gains in respect of derivative
instruments designated for cash flow hedge (net of related tax
of $80,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(130
|
)
|
|
|
(130
|
)
|
|
|
|
|
|
|
(130
|
)
|
Change in unrealized gains or losses on marketable securities
available-for-sale
(net of related tax of $144,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
260
|
|
|
|
260
|
|
|
|
|
|
|
|
260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2009
|
|
|
45,408
|
|
|
$
|
46
|
|
|
$
|
704,854
|
|
|
$
|
170,409
|
|
|
$
|
(59
|
)
|
|
$
|
875,250
|
|
|
$
|
6,875
|
|
|
$
|
882,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are in integral part of these condensed
consolidated financial statements.
6
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
30,480
|
|
|
$
|
22,067
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
31,193
|
|
|
|
27,840
|
|
Accretion of asset retirement obligation
|
|
|
520
|
|
|
|
509
|
|
Stock-based compensation
|
|
|
2,728
|
|
|
|
2,074
|
|
Amortization of deferred lease income
|
|
|
(1,343
|
)
|
|
|
(1,342
|
)
|
Income attributable to sale of equity interests, net of interest
expense
|
|
|
(4,711
|
)
|
|
|
(4,997
|
)
|
Equity in income of investees
|
|
|
(905
|
)
|
|
|
(947
|
)
|
Distributions from unconsolidated investments
|
|
|
|
|
|
|
1,317
|
|
Gain (loss) on severance pay fund asset
|
|
|
106
|
|
|
|
(2,740
|
)
|
Deferred income tax provision
|
|
|
6,620
|
|
|
|
1,934
|
|
Liability for unrecognized tax benefits
|
|
|
652
|
|
|
|
487
|
|
Deferred lease revenues
|
|
|
725
|
|
|
|
|
|
Other
|
|
|
(70
|
)
|
|
|
328
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(6,683
|
)
|
|
|
(10,110
|
)
|
Costs and estimated earnings in excess of billings on
uncompleted contracts
|
|
|
(7,640
|
)
|
|
|
2,048
|
|
Inventories, net
|
|
|
(885
|
)
|
|
|
(3,079
|
)
|
Prepaid expenses and other
|
|
|
7,771
|
|
|
|
(1,662
|
)
|
Deposits and other
|
|
|
(21
|
)
|
|
|
(178
|
)
|
Accounts payable and accrued expenses
|
|
|
(962
|
)
|
|
|
1,938
|
|
Due from/to related entities, net
|
|
|
(139
|
)
|
|
|
(217
|
)
|
Billings in excess of costs and estimated earnings on
uncompleted contracts
|
|
|
(1,086
|
)
|
|
|
10,591
|
|
Liabilities for severance pay
|
|
|
(186
|
)
|
|
|
4,003
|
|
Due from/to Parent
|
|
|
(832
|
)
|
|
|
(240
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
55,332
|
|
|
|
49,624
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Distributions from unconsolidated investments
|
|
|
|
|
|
|
1,433
|
|
Marketable securities, net
|
|
|
200
|
|
|
|
12,589
|
|
Net change in restricted cash, cash equivalents and marketable
securities
|
|
|
(10,633
|
)
|
|
|
(3,101
|
)
|
Capital expenditures
|
|
|
(147,613
|
)
|
|
|
(177,905
|
)
|
Increase in severance pay fund asset, net
|
|
|
(418
|
)
|
|
|
(457
|
)
|
Repayment from unconsolidated investment
|
|
|
62
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(158,402
|
)
|
|
|
(167,377
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Due to Parent, net
|
|
|
(16,600
|
)
|
|
|
(16,600
|
)
|
Proceeds from long-term loan
|
|
|
132,000
|
|
|
|
|
|
Proceeds from public offerings, net of issuance costs
|
|
|
|
|
|
|
149,655
|
|
Proceeds from issuance of unregistered shares of common stock to
the Parent
|
|
|
|
|
|
|
33,315
|
|
Proceeds from exercise of options by employees
|
|
|
854
|
|
|
|
216
|
|
Proceeds from the sale of limited liability company interest in
OPC LLC, net of transaction costs
|
|
|
|
|
|
|
63,079
|
|
Proceeds from revolving credit lines with banks
|
|
|
577,000
|
|
|
|
|
|
Repayments of revolving credit lines with banks
|
|
|
(557,000
|
)
|
|
|
|
|
Repayments of long-term debt
|
|
|
(10,949
|
)
|
|
|
(16,995
|
)
|
Deferred financing costs
|
|
|
(4,889
|
)
|
|
|
|
|
Cash dividends paid
|
|
|
(5,897
|
)
|
|
|
(4,377
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
114,519
|
|
|
|
208,293
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
11,635
|
|
|
|
90,540
|
|
Cash and cash equivalents at beginning of period
|
|
|
34,393
|
|
|
|
47,227
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
46,028
|
|
|
$
|
137,767
|
|
|
|
|
|
|
|
|
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Increase (decrease) in accounts payable related to purchases of
property, plant and equipment
|
|
$
|
(23,713
|
)
|
|
$
|
10,004
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
7
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
NOTE 1
|
GENERAL
AND BASIS OF PRESENTATION
|
These unaudited condensed consolidated interim financial
statements of Ormat Technologies, Inc. and its subsidiaries (the
Company) have been prepared in accordance with
accounting principles generally accepted in the United States of
America (U.S. GAAP) and pursuant to the rules
and regulations of the Securities and Exchange Commission
(SEC) for interim financial statements. Accordingly,
they do not contain all information and notes required by
U.S. GAAP for annual financial statements. In the opinion
of management, the unaudited condensed consolidated interim
financial statements reflect all adjustments, which include
normal recurring adjustments, necessary for a fair statement of
the Companys consolidated financial position as of
June 30, 2009, the consolidated results of operations and
comprehensive income for the three and six-month periods ended
June 30, 2009 and 2008, and the consolidated cash flows for
the six-month periods ended June 30, 2009 and 2008.
The financial data and other information disclosed in the notes
to the condensed consolidated interim financial statements
related to these periods are unaudited. The results for the
three and six-month periods ended June 30, 2009 are not
necessarily indicative of the results to be expected for the
year ending December 31, 2009.
These condensed consolidated interim financial statements should
be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Companys
annual report on
Form 10-K
for the year ended December 31, 2008. The condensed
consolidated balance sheet data as of December 31, 2008 was
derived from the audited consolidated financial statements for
the year ended December 31, 2008, but does not include all
disclosures required by U.S. GAAP.
Dollar amounts, except per share data, in the notes to these
financial statements are rounded to the closest $1,000.
Certain comparative figures have been reclassified to conform to
the current period presentation (see Note 6).
Concentration
of credit risk
Financial instruments that potentially subject the Company to a
concentration of credit risk consist principally of temporary
cash investments, marketable securities and accounts receivable.
The Company places its temporary cash investments with high
credit quality financial institutions located in the United
States (U.S.) and in foreign countries. At
June 30, 2009 and December 31, 2008, the Company had
deposits totaling $28,939,000 and $23,120,000, respectively, in
seven U.S. financial institutions that were federally
insured up to $250,000 per account (after December 31,
2009, the deposits will be insured up to $100,000 per account).
At June 30, 2009 and December 31, 2008, the
Companys deposits in foreign countries amounted to
approximately $29,283,000 and $20,377,000, respectively.
At June 30, 2009 and December 31, 2008, accounts
receivable related to operations in foreign countries amounted
to approximately $16,168,000 and $14,867,000, respectively. At
June 30, 2009 and December 31, 2008, accounts
receivable from the Companys major customers that have
generated 10% or more of its revenues amounted to approximately
64% and 45% of the Companys accounts receivable,
respectively.
Southern California Edison Company (SCE) accounted
for 21.1% and 30.7% of the Companys total revenues for the
three months ended June 30, 2009 and 2008, respectively,
and 19.5% and 30.5% of the Companys total revenues for the
six months ended June 30, 2009 and 2008, respectively. SCE
is also the power purchaser and revenue source for the
Companys Mammoth power plant, which is accounted for
separately under the equity method.
8
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Hawaii Electric Light Company accounted for 4.9% and 16.5% of
the Companys total revenues for the three months ended
June 30, 2009 and 2008, respectively, and 7.4% and 18.6% of
the Companys total revenues for the six months ended
June 30, 2009 and 2008, respectively.
Sierra Pacific Power Company and Nevada Power Company
(subsidiaries of NV Energy, Inc.) accounted for 12.0% and 12.4%
of the Companys total revenues for the three months ended
June 30, 2009 and 2008, respectively, and 12.8% and 13.5%
of the Companys total revenues for the six months ended
June 30, 2009 and 2008, respectively.
The Company performs ongoing credit evaluations of its
customers financial condition. The Company has
historically been able to collect on all of its receivable
balances, and accordingly, no provision for doubtful accounts
has been made.
|
|
NOTE 2
|
NEW
ACCOUNTING PRONOUNCEMENTS
|
New
accounting pronouncements effective in the six-month period
ended June 30, 2009
SFAS No. 157
Fair Value Measurements
Effective January 1, 2008, the Company adopted the
provisions of Statement of Financial Accounting Standards
(SFAS) No. 157, Fair Value Measurements.
In February 2008, the Financial Accounting Standards Board
(FASB) staff issued FASB Staff Position
(FSP)
FAS No. 157-2,
Effective Date of FASB Statement No. 157, which
deferred the effective date of SFAS No. 157 for all
non-financial assets and liabilities that are recognized and
disclosed at fair value on a nonrecurring basis in the financial
statements until January 1, 2009. The adoption of FSP
FAS No. 157-2,
effective January 1, 2009 did not have a material impact on
the Companys consolidated financial statements.
SFAS No. 160
Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB
No. 51
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51.
SFAS No. 160 establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and
for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest
in the consolidated entity that should be reported as equity in
the consolidated financial statements. SFAS No. 160
requires retroactive adoption of the presentation and disclosure
requirements for existing minority interests. All other
requirements of SFAS No. 160 are applied
prospectively. The Company adopted SFAS No. 160 on
January 1, 2009 and amended its presentation and
disclosures accordingly (see Note 6).
SFAS No. 141
(revised 2007) Business Combinations
In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations
(SFAS No. 141R).
SFAS No. 141R establishes principles and requirements
for how the acquirer of a business recognizes and measures in
its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the
acquiree. SFAS No. 141R also provides guidance for
recognizing and measuring the goodwill acquired in the business
combination and determines what information to disclose to
enable users of the financial statements to evaluate the nature
and financial effects of the business combination.
SFAS No. 141R is effective for fiscal years beginning
after December 15, 2008 (January 1, 2009 for the
Company). The adoption by the Company of SFAS No. 141R
did not have an impact on its consolidated financial statements;
however, it could impact future transactions entered into by the
Company.
9
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
In April 2009, the FASB issued FSP
FAS No. 141R-1,
Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arise from Contingencies. FSP
FAS No. 141R-1
amends the provisions related to the initial recognition and
measurement, subsequent measurement and disclosure of assets and
liabilities arising from contingencies in a business combination
under SFAS No. 141R, Business Combinations. The
FSP will carry forward the requirements in
SFAS No. 141, Business Combinations, for
acquired contingencies, thereby requiring that such
contingencies be recognized at fair value on the acquisition
date if fair value can be reasonably estimated during the
allocation period. Otherwise, entities would typically account
for the acquired contingencies in accordance with
SFAS No. 5, Accounting for Contingencies. The
FSP has the same effective date as SFAS No. 141R, and
its adoption by the Company did not have an impact on its
consolidated financial statements.
SFAS No. 161
Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement
No. 133
In March 2008, the FASB issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement
No. 133. SFAS No. 161 amends
SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities, and requires companies with
derivative instruments to disclose information that should
enable financial statement users to understand how and why a
company uses derivative instruments, how derivative instruments
and related hedged items are accounted for under
SFAS No. 133, and how derivative instruments and
related hedged items affect a companys financial position,
financial performance, and cash flows. The required disclosures
include the fair value of derivative instruments and their gains
or losses in tabular format, information about
credit-risk-related contingent features in derivative
agreements, counterparty credit risk, and the companys
strategies and objectives for using derivative instruments.
SFAS No. 161 expands the current disclosure framework
in SFAS No. 133. SFAS No. 161 is effective
prospectively for fiscal years and interim periods beginning
after November 15, 2008 (January 1, 2009 for the
Company). The adoption by the Company of FAS No. 161,
effective January 1, 2009, did not have an impact on its
financial position, results of operations and cash flows.
FSP
FAS No. 157-4
Determining Fair Value When the Volume and Level of Activity for
the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly
In April 2009, the FASB issued FSP
FAS No. 157-4,
Determining Fair Value When the Volume and Level of Activity
for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly . FSP
FAS No. 157-4
provides guidelines for making fair value measurements more
consistent with the principles presented in
SFAS No. 157, Fair Value Measurements. The FSP
provides guidance to determine fair values when there is no
active market or where the price inputs being used represent
distressed sales. It reaffirms what
SFAS No. 157 states is the objective of fair
value measurement, to reflect how much an asset would be sold
for in an orderly transaction (as opposed to a distressed or
forced transaction) at the date of the financial statements
under current market conditions. Specifically, it reaffirms the
need to use judgment to ascertain if a formerly active market
has become inactive and in determining fair values when markets
have become inactive. The FSP is effective for the
Companys interim reporting periods ending on June 30,
2009. The adoption by the Company of FSP
FAS No. 157-4,
effective April 1, 2009, did not have an impact on its
financial position, results of operations and cash flows.
FSP
FAS No. 115-2
and
FAS No. 124-2
Recognition and Presentation of
Other-Than-Temporary
Impairments
In April 2009, the FASB issued FSP
FAS No. 115-2
and
FAS No. 124-2,
Recognition and Presentation of
Other-Than-Temporary
Impairments. FSP
FAS No. 115-2
and
FAS No. 124-2
provides additional guidance on accounting and presenting
impairment losses on securities. The FSP is intended to bring
greater consistency to
10
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
the timing of impairment recognition, and provide greater
clarity to investors about the credit and noncredit components
of impaired debt securities that are not expected to be sold.
The measure of impairment remains fair value. The FSP also
requires increased and more timely disclosures regarding
expected cash flows, credit losses, and an aging of securities
with unrealized losses. The FSP is effective for the
Companys interim reporting periods ending on June 30,
2009. The effect of adopting this FSP on April 1, 2009 is
disclosed in Note 5.
FSP
FAS No. 107-1
and APB
28-1
Interim Disclosures about Fair Value of Financial
Instruments
In April 2009, the FASB issued FSP
FAS No. 107-1
and APB
28-1,
Interim Disclosures about Fair Value of Financial
Instruments. FSP
FAS No. 107-1
and APB 28-1
enhance consistency in financial reporting by increasing the
frequency of fair value disclosures. The FSP provides guidance
for fair value disclosures for any financial instruments that
are not currently reflected on a companys balance sheet at
fair value. Prior to the effective date of this FSP, fair values
for these assets and liabilities have only been disclosed once a
year. The FSP will now require these disclosures on a quarterly
basis, providing qualitative and quantitative information about
fair value estimates for all those financial instruments not
measured on the balance sheet at fair value. The FSP is
effective for the Companys interim reporting periods
ending on June 30, 2009. The disclosures required under
this FSP are provided in Note 5.
SFAS No. 165
Subsequent Events
In May 2009, the FASB issued SFAS No. 165,
Subsequent Events. SFAS No. 165 establishes
standards of accounting for and disclosures of events that occur
after the balance sheet date but before financial statements are
issued. This statement also requires disclosure of the date
through which an entity has evaluated subsequent events and the
basis for the date. SFAS No. 165 is effective for
interim and annual financial periods ending after June 15,
2009 (June 30, 2009 for the Company). The Company has
evaluated events through August 5, 2009, the date of
issuance of the financial statements (See Note 16). The
adoption by the Company of SFAS No. 165 did not have an
impact on the Companys consolidated financial statements.
New
accounting pronouncements effective in future periods
SFAS No. 166
Accounting for Transfers of Financial Assets an
amendment of FASB Statement No. 140
In June 2009, the FASB issued SFAS No. 166,
Accounting for Transfers of Financial Assets an
amendment of FASB Statement No. 140, amending the
guidance on transfers of financial assets in order to address
practice issues highlighted most recently by events related to
the economic downturn. The amendments include:
(i) eliminating the qualifying special-purpose entity
concept; (ii) a new unit of account definition that must be
met for transfers of portions of financial assets to be eligible
for sale accounting; (iii) clarifications and changes to
the derecognition criteria for a transfer to be accounted for as
a sale; (iv) a change to the amount of recognized gain or
loss on a transfer of financial assets accounted for as a sale
when beneficial interests are received by the transferor; and
(v) extensive new disclosures. SFAS No. 166 is
effective for fiscal years beginning after November 15,
2009 (January 1, 2010 for the Company) for new transfers of
financial assets occurring from that date. The Company is
currently evaluating the potential impact, if any, of the
adoption of SFAS No. 166 on its consolidated financial
statements.
SFAS No. 167
Amendments to FASB Interpretation No. 46(R)
In June 2009, the FASB issued SFAS No. 167,
Amendments to FASB Interpretation No. 46(R), which
amends the consolidation guidance for variable-interest entities
under FIN 46(R). The amendments include: (i) the
elimination of the exemption for qualifying special purpose
entities; (ii) a new approach for determining who should
consolidate a variable-interest entity; and (iii) changes
to when it is necessary to reassess who
11
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
should consolidate a variable-interest entity.
SFAS No. 167 is effective for annual and interim
periods beginning after November 15, 2009 (January 1,
2010 for the Company). The Company is currently evaluating the
potential impact, if any, of the adoption of
SFAS No. 167 on its consolidated financial statements.
SFAS No. 168
The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles A
Replacement of FASB Statement No. 162
In June 2009, the FASB issued SFAS No. 168, The
FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles A
Replacement of FASB Statement No. 162.
SFAS No. 168 establishes the FASB Accounting Standards
Codification as the single source of authoritative
U.S. generally accepted accounting principles recognized by
the FASB to be applied by nongovernmental entities.
SFAS No. 168 is effective for interim and annual
periods ending after September 15, 2009 (September 30,
2009 for the Company). The Company is currently evaluating the
potential impact of the adoption of SFAS No. 168 on
its consolidated financial statements.
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Raw materials and purchased parts for assembly
|
|
$
|
7,427
|
|
|
$
|
7,649
|
|
Self-manufactured assembly parts and finished products
|
|
|
7,182
|
|
|
|
6,075
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
14,609
|
|
|
$
|
13,724
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 4
|
UNCONSOLIDATED
INVESTMENTS
|
Unconsolidated investments, mainly in power plants, consist of
the following:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Mammoth
|
|
$
|
31,595
|
|
|
$
|
30,131
|
|
Sarulla
|
|
|
1,443
|
|
|
|
|
|
OLCL
|
|
|
387
|
|
|
|
428
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
33,425
|
|
|
$
|
30,559
|
|
|
|
|
|
|
|
|
|
|
The
Mammoth Power Plant
The Company has a 50% interest in the Mammoth Power Plant
(Mammoth), located near the city of Mammoth,
California. The purchase price was less than the underlying net
equity of Mammoth by approximately $9.3 million. As such,
the basis difference will be amortized over the remaining useful
life of the property, plant and equipment and the power purchase
agreements (PPAs), which range from 12 to
17 years. The Company operates and maintains the geothermal
power plants under an operating and maintenance
(O&M) agreement. The Companys 50%
ownership interest in Mammoth is accounted for under the equity
method of accounting as the Company has the ability to exercise
significant influence, but not control, over Mammoth.
12
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
The condensed financial position and results of operations of
Mammoth are summarized below:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Condensed balance sheets:
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
13,656
|
|
|
$
|
8,251
|
|
Non-current assets
|
|
|
67,686
|
|
|
|
69,784
|
|
Current liabilities
|
|
|
1,445
|
|
|
|
721
|
|
Non-current liabilities
|
|
|
3,302
|
|
|
|
3,177
|
|
Partners capital
|
|
|
76,595
|
|
|
|
74,137
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Condensed statements of operations:
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
9,455
|
|
|
$
|
9,493
|
|
Gross margin
|
|
|
2,568
|
|
|
|
2,781
|
|
Net income
|
|
|
2,458
|
|
|
|
2,636
|
|
Companys equity in income of Mammoth:
|
|
|
|
|
|
|
|
|
50% of Mammoth net income
|
|
$
|
1,229
|
|
|
$
|
1,318
|
|
Plus amortization of basis difference
|
|
|
297
|
|
|
|
297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,526
|
|
|
|
1,615
|
|
Less income taxes
|
|
|
(580
|
)
|
|
|
(613
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
946
|
|
|
$
|
1,002
|
|
|
|
|
|
|
|
|
|
|
The
Sarulla Project
The Company is a 12.75% member of a consortium which is in the
process of developing a geothermal power project in Indonesia
with expected generating capacity of approximately 340 MW.
The project is located in Tapanuli Utara, North Sumatra,
Indonesia and will be owned and operated by the consortium
members under the framework of a Joint Operating Contract with
PT Pertamina Geothermal Energy PGE. The project will be
constructed in three phases over five years, with each phase
utilizing the Companys designed and supplied power
generation units of 110 MW to 120 MW. The consortium
is currently negotiating certain amendments to the PPA,
including an adjustment of commercial terms, and intends to
proceed with the project after those amendments have become
effective.
The Companys investment in the Sarulla project was not
significant for each of the periods presented in these condensed
consolidated financial statements.
|
|
NOTE 5
|
FAIR
VALUE OF FINANCIAL INSTRUMENTS
|
As described in Note 1, the provisions of
SFAS No. 157 were adopted by the Company on
January 1, 2008 for financial assets and liabilities and on
January 1, 2009 for non-financial assets and liabilities.
SFAS No. 157 clarifies that fair value is an exit
price, representing the amount that would be received to sell an
asset or paid to transfer a liability in an orderly transaction
between market participants. As such, fair value is a
market-based measurement that should be determined based on
assumptions that market participants would use in pricing an
asset or liability. SFAS No. 157 establishes a fair
value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active
13
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs
(Level 3 measurements). The three levels of the fair value
hierarchy under SFAS No. 157 are described below:
Level 1 Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical assets or
liabilities;
Level 2 Quoted prices in markets that are not active, or
inputs that are observable, either directly or indirectly, for
substantially the full term of the asset or liability;
Level 3 Prices or valuation techniques that require inputs
that are both significant to the fair value measurement and
unobservable (supported by little or no market activity).
The following table sets forth certain fair value information at
June 30, 2009 and December 31, 2008 for financial
assets and liabilities measured at fair value by level within
the fair value hierarchy, as well as cost or amortized cost. As
required by SFAS No. 157, assets and liabilities are
classified in their entirety based on the lowest level of inputs
that is significant to the fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost or Amortized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost at June 30,
|
|
|
Fair Value at June 30, 2009
|
|
|
|
2009
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(Dollars in thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents (including restricted cash accounts)
|
|
$
|
12,347
|
|
|
$
|
12,347
|
|
|
$
|
12,347
|
|
|
$
|
|
|
|
$
|
|
|
Derivatives*
|
|
|
|
|
|
|
495
|
|
|
|
|
|
|
|
495
|
|
|
|
|
|
Non current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Illiquid auction rate securities (including restricted cash
accounts) ($7.3 million par value), see below
|
|
|
6,580
|
|
|
|
5,036
|
|
|
|
|
|
|
|
|
|
|
|
5,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
18,927
|
|
|
$
|
17,878
|
|
|
$
|
12,347
|
|
|
$
|
495
|
|
|
$
|
5,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost or Amortized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost at December 31,
|
|
|
Fair Value at December 31, 2008
|
|
|
|
2008
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(Dollars in thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents (including restricted cash accounts)
|
|
$
|
18,891
|
|
|
$
|
18,891
|
|
|
$
|
18,891
|
|
|
$
|
|
|
|
$
|
|
|
Derivatives*
|
|
|
|
|
|
|
625
|
|
|
|
|
|
|
|
625
|
|
|
|
|
|
Non current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Illiquid auction rate securities (including restricted cash
accounts) ($11.2 million par value), see below
|
|
|
11,160
|
|
|
|
4,945
|
|
|
|
|
|
|
|
|
|
|
|
4,945
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives*
|
|
|
|
|
|
|
(721
|
)
|
|
|
|
|
|
|
(721
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
30,051
|
|
|
$
|
23,740
|
|
|
$
|
18,891
|
|
|
$
|
(96
|
)
|
|
$
|
4,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Derivatives represent foreign currency forward and option
contracts which are valued primarily based on observable inputs
including forward and spot prices for currencies. |
14
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
The Companys financial assets measured at fair value
(including restricted cash accounts) at June 30, 2009
include investments in auction rate securities and money market
funds (which are included in cash equivalents). Those
securities, except for the illiquid auction rate securities, are
classified within Level 1 of the fair value hierarchy
because they are valued using quoted market prices in an active
market.
The Companys auction rate securities are valued using
Level 3 inputs. As of June 30, 2009, all of the
Companys auction rate securities are associated with
failed auctions. Such securities have par values totaling
$7.3 million and $11.2 million at June 30, 2009
and December 31, 2008, respectively, all of which have been
in a loss position since the fourth quarter of 2007.
Historically, the carrying value of auction rate securities
approximated fair value due to the frequent resetting of the
interest rates. While the Company continues to earn interest on
these investments at the contractual rates, the estimated market
value of these auction rate securities no longer approximates
par value. Due to the lack of observable market quotes on the
Companys illiquid auction rate securities, the Company
utilizes valuation models that rely exclusively on Level 3
inputs including, among other things: (i) the underlying
structure of each security; (ii) the present value of
future principal and interest payments discounted at rates
considered to reflect the uncertainty of current market
conditions; (iii) consideration of the probabilities of
default, auction failure, or repurchase at par for each period;
(iv) assessments of counterparty credit quality;
(v) estimates of the recovery rates in the event of default
for each security; and (vi) overall capital market
liquidity. These estimated fair values are subject to
uncertainties that are difficult to predict. Therefore, such
auction rate securities have been classified as Level 3 in
the fair value hierarchy.
The table below sets forth a summary of the changes in the fair
value of the Companys financial assets classified as
Level 3 (i.e., illiquid auction rate securities) for the
six months ended June 30, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
|
Ended June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Balance at beginning of period
|
|
$
|
4,945
|
|
|
$
|
8,367
|
|
Sale of auction rate securities
|
|
|
(40
|
)
|
|
|
|
|
Total unrealized gains (losses):
|
|
|
|
|
|
|
|
|
Included in net income
|
|
|
(280
|
)
|
|
|
(328
|
)
|
Included in other comprehensive income (loss)
|
|
|
411
|
|
|
|
(584
|
)
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
5,036
|
|
|
$
|
7,455
|
|
|
|
|
|
|
|
|
|
|
Effective April 1, 2009, the Company adopted the provisions
of FSP
FAS No. 115-2
and
FAS No. 124-2
(the FSP) which requires an entity to separate an
other-than-temporary
impairment of a debt security into two components when there are
credit-related losses associated with the impaired security for
which management does not have the intent to sell the security,
and it is not, more likely than not, that it will be required to
sell the security before recovery of its cost basis. For those
securities, the amount of the
other-than-temporary
impairment related to a credit loss is recognized in earnings
and reflected as a reduction in the cost basis of the security,
and the amount of the
other-than-temporary
impairment related to other factors is recorded in other
comprehensive loss with no change to the cost basis of the
security. For securities for which there is an intent to sell
before recovery of the cost basis, the full amount of the
other-than temporary impairment is recognized in earnings and
reflected as a reduction in the cost basis of the security. Upon
adoption of the FSP, the Company reclassified $1.2 million
(net of taxes of $0.7 million) to other comprehensive loss
with an offset to retained earnings related to
other-than-temporary-impairment
charges previously recognized in earnings. This cumulative
effect adjustment relates to auction rate securities for
15
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
which the Company does not have the intent to sell and will not,
more likely than not, be required to sell prior to recovery of
its cost basis.
For the auction rate securities for which the Company had the
intent to sell upon adoption of the FSP, no cumulative effect
adjustment was required. The Company sold these securities
($3.9 million par value) for consideration of
$0.4 million and recorded a gain of $0.3 million
during the quarter ended June 30, 2009. The cumulative loss
for these securities was $3.5 million as impairment charges
of $3.8 million were recorded through earnings prior to the
sale of the securities in the second quarter.
The amount of credit losses represents the difference between
the present value of cash flows expected to be collected on
these securities and the amortized cost. The credit loss was
calculated as the difference between the current cash flows
discounted at present value to the expected cash flows at the
date of purchase. The analysis incorporates managements
best estimate of current key assumptions, including the default
rate of such securities and probability of passing auction.
The change in other-than-temporary impairment losses during the
three months ended June 30, 2009 was not material.
The funds invested in auction rate securities that have
experienced failed auctions will not be accessible until a
successful auction occurs, a buyer is found outside of the
auction process or the underlying securities reach maturity. As
a result, the Company has classified those securities with
failed auctions as long-term assets on the consolidated balance
sheets as of June 30, 2009 and December 31, 2008.
The Company continues to monitor the market for auction rate
securities and to consider the markets impact (if any) on
the fair market value of the Companys investments. If
current market conditions deteriorate further, the Company may
be required to record additional impairment charges in the rest
of 2009.
The fair value of the Companys long-term debt approximates
its carrying amount, except for the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
Carrying Amount
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in millions)
|
|
|
(Dollars in millions)
|
|
|
Orzunil Senior Loans
|
|
$
|
7.3
|
|
|
$
|
9.2
|
|
|
$
|
7.2
|
|
|
$
|
9.0
|
|
Olkaria III Loan
|
|
|
86.6
|
|
|
|
|
|
|
|
90.0
|
|
|
|
|
|
Amatitlan Loan
|
|
|
42.9
|
|
|
|
|
|
|
|
42.0
|
|
|
|
|
|
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ormat Funding Corp.(OFC)
|
|
|
116.2
|
|
|
|
114.9
|
|
|
|
150.9
|
|
|
|
155.3
|
|
OrCal Geothermal Inc.(OrCal)
|
|
|
106.7
|
|
|
|
103.6
|
|
|
|
113.6
|
|
|
|
116.8
|
|
Parent Loan
|
|
|
10.0
|
|
|
|
26.1
|
|
|
|
9.6
|
|
|
|
26.2
|
|
The fair value of OFC Senior Secured Notes is determined using
observable market prices as these securities are traded. The
fair value of other long-term debt is determined by a valuation
model which is based on a conventional discounted cash flow
methodology and utilizes assumptions of current market pricing
curves.
|
|
NOTE 6
|
NONCONTROLLING
INTEREST
|
In June 2007, a wholly owned subsidiary of the Company, Ormat
Nevada Inc. (Ormat Nevada), entered into agreements
with affiliates of Morgan Stanley & Co. and Lehman
Brothers Inc., under which those investors have purchased, for
cash, interests in a newly formed subsidiary of Ormat Nevada,
OPC LLC (OPC), entitling the investors to certain
tax benefits (such as production tax credits and accelerated
depreciation) and distributable cash associated with four
geothermal power plants.
16
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
The first closing under the agreements occurred in 2007 and
covered the Companys Desert Peak 2, Steamboat Hills and
Galena 2 power plants. The investors paid $71.8 million at
the first closing. The second closing under the agreements
occurred in 2008 and covered the Galena 3 power plant. The
investors paid $63.0 million at the second closing.
Ormat Nevada will continue to operate and maintain the power
plants and will receive initially all of the distributable cash
flow generated by the power plants until it recovers the capital
that it has invested in the power plants, while the investors
will receive substantially all of the production tax credits and
the taxable income or loss (together, the Economic
Benefits), and the distributable cash flow after Ormat
Nevada has recovered its capital. The investors return is
limited by the term of the transaction. Once the investors reach
a target after-tax yield on their investment in OPC (the
Flip Date), Ormat Nevada will receive 95% of both
distributable cash and taxable income on a going forward basis.
Following the Flip date, Ormat Nevada also has the option to buy
out the investors remaining interest in OPC at the
then-current fair market value or, if greater, the
investors capital account balances in OPC. Should Ormat
Nevada exercise this purchase option, it would thereupon revert
to being sole owner of the power plants. Under the transaction,
Ormat Nevada retained the controlling voting interest in the
subsidiary and therefore continued to consolidate OPC.
The Company adopted SFAS No. 160 on January 1,
2009. The adoption of this standard resulted in retrospective
presentation and disclosure changes to the consolidated balance
sheet as of December 31, 2008 and the condensed
consolidated statements of operations and comprehensive income
for the three and
six-month
periods ended June 30, 2008. These changes are denoted in
the table below:
Excerpts
from Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of
|
|
|
Application of New
|
|
|
Revised Balance as of
|
|
|
|
December 31, 2008
|
|
|
Accounting Standard
|
|
|
December 31, 2008
|
|
|
|
(Dollars in thousands)
|
|
|
Deferred financing and lease costs, net
|
|
$
|
16,127
|
|
|
$
|
3,113
|
(1)
|
|
$
|
19,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,637,691
|
|
|
$
|
3,113
|
|
|
$
|
1,640,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability associated with sale of equity interests
|
|
$
|
|
|
|
$
|
113,327
|
(2)
|
|
$
|
113,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
674,018
|
|
|
|
113,327
|
|
|
|
787,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest
|
|
|
117,245
|
|
|
|
(117,245
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys stockholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
45
|
|
|
|
|
|
|
|
45
|
|
Additional paid-in capital
|
|
|
701,273
|
|
|
|
|
|
|
|
701,273
|
|
Retained earnings
|
|
|
144,465
|
|
|
|
|
|
|
|
144,465
|
|
Accumulated other comprehensive income
|
|
|
645
|
|
|
|
|
|
|
|
645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
846,428
|
|
|
|
|
|
|
|
846,428
|
|
Noncontrolling interest
|
|
|
|
|
|
|
7,031
|
(3)
|
|
|
7,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
846,428
|
|
|
|
7,031
|
|
|
|
853,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
1,637,691
|
|
|
$
|
3,113
|
|
|
$
|
1,640,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents transaction costs that
had previously been reflected as a component of minority
interest on the consolidated balance sheets. Such costs are
amortized using the effective interest method until the Flip
Date.
|
|
(2)
|
|
Represents unamortized liability
associated with sale of equity interests in OPC.
|
|
(3)
|
|
Represents noncontrolling interest
in OPC.
|
17
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Excerpts
from Consolidated Statements of Operations and Comprehensive
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revised Three
|
|
|
|
Three Months
|
|
|
|
|
|
Months Ended
|
|
|
|
Ended June
|
|
|
Application of New
|
|
|
June 30,
|
|
|
|
30, 2008
|
|
|
Accounting Standard
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
1,052
|
|
|
$
|
|
|
|
$
|
1,052
|
|
Interest expense, net
|
|
|
(2,867
|
)
|
|
|
(1,984
|
)(1)
|
|
|
(4,851
|
)
|
Foreign currency translation and transaction losses
|
|
|
(1,359
|
)
|
|
|
|
|
|
|
(1,359
|
)
|
Income attributable to sale of equity interests
|
|
|
|
|
|
|
4,848
|
(2)
|
|
|
4,848
|
|
Other non-operating income, net
|
|
|
309
|
|
|
|
|
|
|
|
309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in income of investees
|
|
|
11,416
|
|
|
|
2,864
|
|
|
|
14,280
|
|
Income tax provision
|
|
|
(2,613
|
)
|
|
|
|
|
|
|
(2,613
|
)
|
Minority interest
|
|
|
2,950
|
|
|
|
(2,950
|
)
|
|
|
|
|
Equity in income of investees, net
|
|
|
408
|
|
|
|
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
12,161
|
|
|
|
(86
|
)
|
|
|
12,075
|
|
Net loss attributable to noncontrolling interest
|
|
|
|
|
|
|
86
|
(3)
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Companys stockholders
|
|
$
|
12,161
|
|
|
$
|
|
|
|
$
|
12,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
12,161
|
|
|
$
|
(86
|
)
|
|
$
|
12,075
|
|
Other comprehensive income (loss), net of related taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of unrealized gains in respect of derivative
instruments designated for cash flow hedge
|
|
|
(74
|
)
|
|
|
|
|
|
|
(74
|
)
|
Change in unrealized gains or losses on marketable securities
available-for-sale
|
|
|
(136
|
)
|
|
|
|
|
|
|
(136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
11,951
|
|
|
|
(86
|
)
|
|
|
11,865
|
|
Comprehensive loss attributable to noncontrolling interest
|
|
|
|
|
|
|
86
|
(3)
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to the Companys
stockholders
|
|
$
|
11,951
|
|
|
$
|
|
|
|
$
|
11,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents interest on liability
resulting from sale of equity interests in OPC.
|
|
(2)
|
|
Represents recognition of benefits
attributed to investors in OPC.
|
|
(3)
|
|
Represents allocation of net loss
to noncontrolling interest.
|
18
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revised Six
|
|
|
|
Six Months
|
|
|
|
|
|
Months Ended
|
|
|
|
Ended June
|
|
|
Application of New
|
|
|
June 30,
|
|
|
|
30, 2008
|
|
|
Accounting Standard
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
2,098
|
|
|
$
|
|
|
|
$
|
2,098
|
|
Interest expense, net
|
|
|
(6,470
|
)
|
|
|
(3,167
|
)(1)
|
|
|
(9,637
|
)
|
Foreign currency translation and transaction losses
|
|
|
(1,542
|
)
|
|
|
|
|
|
|
(1,542
|
)
|
Income attributable to sale of equity interests
|
|
|
|
|
|
|
8,164
|
(2)
|
|
|
8,164
|
|
Other non-operating income, net
|
|
|
21
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in income of investees
|
|
|
20,807
|
|
|
|
4,997
|
|
|
|
25,804
|
|
Income tax provision
|
|
|
(4,684
|
)
|
|
|
|
|
|
|
(4,684
|
)
|
Minority interest
|
|
|
5,155
|
|
|
|
(5,155
|
)
|
|
|
|
|
Equity in income of investees, net
|
|
|
947
|
|
|
|
|
|
|
|
947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
22,225
|
|
|
|
(158
|
)
|
|
|
22,067
|
|
Net loss attributable to noncontrolling interest
|
|
|
|
|
|
|
158
|
(3)
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Companys stockholders
|
|
$
|
22,225
|
|
|
$
|
|
|
|
$
|
22,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
22,225
|
|
|
$
|
(158
|
)
|
|
$
|
22,067
|
|
Other comprehensive income (loss), net of related taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of unrealized gains in respect of derivative
instruments designated for cash flow hedge
|
|
|
(149
|
)
|
|
|
|
|
|
|
(149
|
)
|
Change in unrealized gains or losses on marketable securities
available-for-sale
|
|
|
(410
|
)
|
|
|
|
|
|
|
(410
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
21,666
|
|
|
|
(158
|
)
|
|
|
21,508
|
|
Comprehensive loss attributable to noncontrolling interest
|
|
|
|
|
|
|
158
|
(3)
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to the Companys
stockholders
|
|
$
|
21,666
|
|
|
$
|
|
|
|
$
|
21,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents interest on liability
resulting from sale of equity interests in OPC.
|
|
(2)
|
|
Represents recognition of benefits
attributed to investors in OPC.
|
|
(3)
|
|
Represents allocation of net loss
to noncontrolling interest.
|
Loan
Agreement (the Olkaria III Power Plant)
In March 2009, the Companys wholly owned subsidiary,
OrPower 4, Inc. (OrPower 4), entered into a project
financing loan of $105.0 million to refinance its
investment in the 48 MW Olkaria III geothermal
19
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
power plant located in Kenya (the Olkaria Loan). The
Company initially financed construction of Phase I and
Phase II of the project, as well as the drilling of wells
with corporate funds. The Olkaria Loan is provided by a group of
European Development Finance Institutions (DFIs)
arranged by DEG Deutsche Investitions- und
Entwicklungsgesellschaft mbH (DEG). The first
disbursement of $90.0 million occurred on March 23,
2009 and the second disbursement of $15.0 million occurred
on July 10, 2009. The Olkaria Loan will mature on
December 15, 2018, and is payable in 19 equal semi-annual
installments, commencing December 15, 2009. Interest on the
Olkaria Loan is variable based on
6-month
LIBOR plus 4.0% and the Company had the option to fix the
interest rate upon each disbursement. Upon the first
disbursement, the Company fixed the interest rate on
$77.0 million of the Olkaria Loan at 6.90% per annum.
There are various restrictive covenants under the Olkaria Loan,
which include limitations on OrPower 4s ability to make
distributions to its shareholders. Management believes that as
of June 30, 2009, OrPower 4 was in compliance with the
covenants under the Olkaria Loan.
Future
minimum payments
As of June 30, 2009, future minimum payments of the
$90.0 million drawn under the Olkaria Loan are as
follows:
|
|
|
|
|
|
|
(Dollars in
|
|
|
|
thousands)
|
|
|
Year ending December 31:
|
|
|
|
|
2009
|
|
$
|
4,737
|
|
2010
|
|
|
9,474
|
|
2011
|
|
|
9,474
|
|
2012
|
|
|
9,474
|
|
2013
|
|
|
9,474
|
|
2014
|
|
|
9,474
|
|
Thereafter
|
|
|
37,893
|
|
|
|
|
|
|
Total
|
|
$
|
90,000
|
|
|
|
|
|
|
Loan
Agreement (the Amatitlan Power Plant)
In May 2009, the Companys wholly owned subsidiary,
Ortitlan Limitada (Ortitlan), entered into a note
purchase agreement, in an aggregate principal amount of
$42.0 million, to refinance its investment in the
20 MW Amatitlan geothermal power plant located in
Amatitlan, Guatemala (the Amatitlan Loan). The
Company initially financed the construction of the project, as
well as the drilling of wells with corporate funds. The
Amatitlan Loan is provided by TCW Global Project Fund II,
Ltd. (TCW). The Amatitlan Loan will mature on
June 15, 2016, and will be payable in 28 quarterly
installments. The Amatitlan Loan bears annual interest at a rate
of 9.83%.
There are various restrictive covenants under the Amatitlan
Loan, which include limitations on Ortitlans ability to
make distributions to its shareholders. Management believes that
as of June 30, 2009, Ortitlan was in compliance with the
covenants under the Amatitlan Loan.
20
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Future
minimum payments
As of June 30, 2009, future minimum payments of the
$42.0 million drawn under the Amatitlan Loan, are as
follows:
|
|
|
|
|
|
|
(Dollars in
|
|
|
|
thousands)
|
|
|
Year ending December 31:
|
|
|
|
|
2009
|
|
$
|
944
|
|
2010
|
|
|
2,037
|
|
2011
|
|
|
2,255
|
|
2012
|
|
|
2,495
|
|
2013
|
|
|
2,760
|
|
2014
|
|
|
3,054
|
|
Thereafter
|
|
|
28,455
|
|
|
|
|
|
|
Total
|
|
$
|
42,000
|
|
|
|
|
|
|
|
|
NOTE 8
|
STOCK-BASED
COMPENSATION
|
On March 18, 2009, the Company granted to employees 573,150
stock appreciation rights (SAR) under the
Companys 2004 Incentive Plan. The exercise price of each
SAR is $26.84, which amount represented the fair market value of
the Companys common stock on the date of grant. Such SARs
will expire seven years from the date of grant and will cliff
vest and are exercisable from the grant date as follows: 25%
after 24 months, 25% after 36 months, and the
remaining 50% after 48 months. The fair value of each SAR
on the date of grant was $11.44. Under the plan, upon exercise
of such SAR, the employee is entitled to receive shares of
common stock equal to the amount by which the market value of
the shares in respect of which the SAR is exercised exceeds the
grant price set forth in the SAR, multiplied by the number of
shares in respect of which the SAR is exercised.
The Company calculated the fair value of each SAR on the date of
grant using the Black-Scholes valuation model based on the
following assumptions:
|
|
|
|
|
Risk-free interest rates
|
|
|
1.54
|
%
|
Expected term (in years)
|
|
|
5.1
|
|
Dividend yield
|
|
|
0.37
|
%
|
Expected volatility
|
|
|
48.5
|
%
|
Forfeiture rate
|
|
|
13.0
|
%
|
21
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
|
|
NOTE 9
|
ELECTRICITY
REVENUES AND COST OF REVENUES
|
The components of electricity revenues and cost of revenues are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
(Dollars in thousands)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy and capacity
|
|
$
|
23,373
|
|
|
$
|
23,716
|
|
|
$
|
47,226
|
|
|
$
|
48,951
|
|
Lease portion of energy and capacity
|
|
|
36,517
|
|
|
|
37,386
|
|
|
|
74,631
|
|
|
|
70,999
|
|
Lease income
|
|
|
672
|
|
|
|
672
|
|
|
|
1,343
|
|
|
|
1,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
60,562
|
|
|
$
|
61,774
|
|
|
$
|
123,200
|
|
|
$
|
121,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy and capacity
|
|
$
|
24,311
|
|
|
$
|
21,275
|
|
|
|
47,262
|
|
|
|
42,950
|
|
Lease portion of energy and capacity
|
|
|
19,337
|
|
|
|
18,921
|
|
|
|
38,959
|
|
|
|
34,611
|
|
Lease income
|
|
|
1,310
|
|
|
|
1,310
|
|
|
|
2,621
|
|
|
|
2,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
44,958
|
|
|
$
|
41,506
|
|
|
$
|
88,842
|
|
|
$
|
80,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 10
|
INTEREST
EXPENSE
|
The components of interest expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
(Dollars in thousands)
|
|
|
Parent
|
|
$
|
310
|
|
|
$
|
914
|
|
|
|
753
|
|
|
|
2,000
|
|
Interest related to sale of equity interest
|
|
|
2,151
|
|
|
|
1,984
|
|
|
|
4,081
|
|
|
|
3,167
|
|
Other
|
|
|
8,331
|
|
|
|
6,078
|
|
|
|
15,063
|
|
|
|
12,402
|
|
Less amount capitalized
|
|
|
(6,377
|
)
|
|
|
(4,125
|
)
|
|
|
(12,192
|
)
|
|
|
(7,932
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,415
|
|
|
$
|
4,851
|
|
|
$
|
7,705
|
|
|
$
|
9,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 11
|
EARNINGS
PER SHARE
|
Basic earnings per share is computed by dividing net income
attributable to the Companys stockholders by the weighted
average number of shares of common stock outstanding for the
period. The Company does not have any equity instruments that
are dilutive, except for employee stock options.
|
|
NOTE 12
|
BUSINESS
SEGMENTS
|
The Company has two reporting segments: Electricity and Product
Segments. These segments are managed and reported separately as
each offers different products and serves different markets. The
Electricity Segment is engaged in the sale of electricity from
the Companys power plants pursuant to power purchase
agreements. The Product Segment is engaged in the manufacture,
including design and development, of turbines and power units
for the supply of electrical energy and in the associated
construction of power plants utilizing the power units
manufactured by the Company to supply energy from geothermal
fields and other alternative energy sources. Transfer prices
between the operating segments are determined based on current
market values or cost plus markup of the sellers business
segment.
22
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Summarized financial information concerning the Companys
reportable segments is shown in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
Product
|
|
|
Consolidated
|
|
|
|
(Dollars in thousands)
|
|
|
Three Months Ended June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
60,562
|
|
|
$
|
39,673
|
|
|
$
|
100,235
|
|
Intersegment revenues
|
|
|
|
|
|
|
4,386
|
|
|
|
4,386
|
|
Operating income
|
|
|
10,015
|
|
|
|
6,736
|
|
|
|
16,751
|
|
Segment assets at period end*
|
|
|
1,697,172
|
|
|
|
75,585
|
|
|
|
1,772,757
|
|
Three Months Ended June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
61,774
|
|
|
$
|
18,447
|
|
|
$
|
80,221
|
|
Intersegment revenues
|
|
|
|
|
|
|
9,556
|
|
|
|
9,556
|
|
Operating income
|
|
|
14,098
|
|
|
|
183
|
|
|
|
14,281
|
|
Segment assets at period end*
|
|
|
1,472,091
|
|
|
|
61,622
|
|
|
|
1,533,713
|
|
Six Months Ended June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
123,200
|
|
|
$
|
76,924
|
|
|
$
|
200,124
|
|
Intersegment revenues
|
|
|
|
|
|
|
17,221
|
|
|
|
17,221
|
|
Operating income
|
|
|
21,220
|
|
|
|
14,656
|
|
|
|
35,876
|
|
Segment assets at period end*
|
|
|
1,697,172
|
|
|
|
75,585
|
|
|
|
1,772,757
|
|
Six Months Ended June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
121,293
|
|
|
$
|
28,315
|
|
|
$
|
149,608
|
|
Intersegment revenues
|
|
|
|
|
|
|
33,341
|
|
|
|
33,341
|
|
Operating income
|
|
|
26,672
|
|
|
|
28
|
|
|
|
26,700
|
|
Segment assets at period end*
|
|
|
1,472,091
|
|
|
|
61,622
|
|
|
|
1,533,713
|
|
|
|
|
* |
|
Segment assets of the Electricity Segment include unconsolidated
investments. |
Reconciling information between reportable segments and the
Companys consolidated totals is shown in the following
table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
(Dollars in thousands)
|
|
|
Operating income
|
|
$
|
16,751
|
|
|
$
|
14,281
|
|
|
$
|
35,876
|
|
|
$
|
26,700
|
|
Interest income
|
|
|
276
|
|
|
|
1,052
|
|
|
|
428
|
|
|
|
2,098
|
|
Interest expense, net
|
|
|
(4,415
|
)
|
|
|
(4,851
|
)
|
|
|
(7,705
|
)
|
|
|
(9,637
|
)
|
Non-operating income and other, net
|
|
|
7,485
|
|
|
|
3,798
|
|
|
|
8,943
|
|
|
|
6,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated income before
income taxes, and equity in income in investees
|
|
$
|
20,097
|
|
|
$
|
14,280
|
|
|
$
|
37,542
|
|
|
$
|
25,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company is a defendant in various legal and regulatory
proceedings in the ordinary course of business. It is the
opinion of the Companys management that the expected
outcome of these matters, individually or in the aggregate, will
not have a material effect on the results of operations and
financial condition of the Company.
23
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTE TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
On February 24, 2009, the Companys Board of Directors
declared, approved and authorized payment of a quarterly
dividend of $3.2 million ($0.07 per share) to all holders
of the Companys issued and outstanding shares of common
stock on March 16, 2009. Such dividend was paid on
March 26, 2009.
On May 8, 2009, the Companys Board of Directors
declared, approved and authorized payment of a quarterly
dividend of $2.7 million ($0.06 per share) to all holders
of the Companys issued and outstanding shares of common
stock on May 20, 2009. Such dividend was paid on
May 27, 2009.
The Companys effective tax rate for the three months ended
June 30, 2009 and 2008 was 22.3% and 18.3%, respectively,
and for the six months ended June 30, 2009 and 2008 was
21.2% and 18.2%, respectively, which differs from the federal
statutory rate of 35% primarily due to: (i) the benefit of
production tax credits for new power plants placed in service
since 2005; (ii) lower tax rates in Israel; and
(iii) tax credit and tax exemption related to the
Companys subsidiaries in Guatemala.
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NOTE 16
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SUBSEQUENT
EVENTS
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The Company has evaluated events through August 5, 2009,
the date of issuance of the financial statements.
Loan
Agreements
In July 2009, the Company entered into a
6-year loan
agreement and an
8-year loan
agreement of $20.0 million each with two groups of
financial institutions. The
6-year loan
matures on July 16, 2015, is payable in 12 semi-annual
installments commencing January 16, 2010 and bears annual
interest of 6.5%. The
8-year loan
matures on August 1, 2017, is payable in 12 semi-annual
installments commencing February 1, 2012 and bears interest
at 6-month LIBOR plus 5.0%.
Cash
dividend
On August 5, 2009, the Companys Board of Directors
declared, approved and authorized payment of a quarterly
dividend of $2.7 million ($0.06 per share) to all holders
of the Companys issued and outstanding shares of common
stock on August 18, 2009, payable on August 27, 2009.
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ITEM 2.
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MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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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 Managements 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 managements 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
due to a number of risks and uncertainties, many of which are
beyond our control. We will not update forward-looking
statements even though our situation may change in the future.
Specific factors that might cause actual results to differ from
our expectations include, but are not limited to:
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significant considerations, risks and uncertainties discussed in
this quarterly report;
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operating risks, including equipment failures and the amounts
and timing of revenues and expenses;
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geothermal resource risk (such as the heat content of the
reservoir, useful life and geological formation);
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environmental constraints on operations and environmental
liabilities arising out of past or present operations, including
the risk that we may not have, and in the future may be unable
to procure, any necessary permits or other environmental
authorization;
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construction or other project delays or cancellations;
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financial market conditions and the results of financing efforts;
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political, legal, regulatory, governmental, administrative and
economic conditions and developments in the United States and
other countries in which we operate;
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the enforceability of the long-term power purchase agreements
for our projects;
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contract counterparty risk;
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weather and other natural phenomena;
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the impact of recent and future federal and state regulatory
proceedings and changes, including legislative and regulatory
initiatives regarding deregulation and restructuring of the
electric utility industry and incentives for the production of
renewable energy in the United States and elsewhere;
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changes in environmental and other laws and regulations to which
our company is subject, as well as changes in the application of
existing laws and regulations;
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current and future litigation;
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our ability to successfully identify, integrate and complete
acquisitions;
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competition from other similar geothermal energy projects,
including any such new geothermal energy projects developed in
the future, and from alternative electricity producing
technologies;
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the effect of and changes in economic conditions in the areas in
which we operate;
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market or business conditions and fluctuations in demand for
energy or capacity in the markets in which we operate;
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the direct or indirect impact on our companys business
resulting from terrorist incidents or responses to such
incidents, including the effect on the availability of and
premiums on insurance;
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the effect of and changes in current and future land use and
zoning regulations, residential, commercial and industrial
development and urbanization in the areas in which we operate;
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the risk factors set forth in our annual report on
Form 10-K
for the year ended December 31, 2008 and any updates
contained herein which may have a significant impact on our
business, operating results or financial condition;
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other uncertainties which are difficult to predict or beyond our
control and the risk that we incorrectly analyze these risks and
forces or that the strategies we develop to address them could
be unsuccessful; and
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other risks and uncertainties detailed from time to time in our
filings with the Securities and Exchange Commission (SEC).
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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. 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, 2008 and any updates
contained herein as well as those set forth in our reports and
other filings made with the SEC.
General
Overview
We are a leading vertically integrated company engaged in the
geothermal and recovered energy power business. We design,
develop, build, own and operate clean, environmentally friendly
geothermal and recovered energy-based power plants, in most
cases using equipment that we design and manufacture.
Our geothermal power plants include both power plants that we
have built and power plants that we have acquired, while all of
our recovered energy-based plants have been constructed by us.
We conduct our business activities in two business segments,
which we refer to as our Electricity Segment and Product
Segment. In our Electricity Segment, we develop, build, own and
operate geothermal and recovered energy-based power plants in
the United States and geothermal power plants in other countries
around the world and sell the electricity they generate. In our
Product Segment, we design, manufacture and sell equipment for
geothermal and recovered energy-based electricity generation,
remote power units and other power generating units and provide
services relating to the engineering, procurement, construction,
operation and maintenance of geothermal and recovered energy
power plants. Both our Electricity Segment and Product Segment
operations are conducted in the United States and throughout the
world. Our current generating portfolio includes geothermal
power plants in the United States, Guatemala, Kenya, Nicaragua
and New Zealand, as well as recovered energy generation (REG)
power plants in the United States. During the six months ended
June 30,
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2009 and 2008, our consolidated U.S. and international
power plants generated 1,701,179 MWh and
1,444,060 MWh, respectively.
For the six months ended June 30, 2009, our Electricity
Segment represented approximately 61.6% of our total revenues,
while our Product Segment represented approximately 38.4% of our
total revenues during such period. For the six months ended
June 30, 2008, our Electricity Segment represented
approximately 81.1% of our total revenues, while our Products
Segment represented approximately 18.9% of our total revenues,
during such period.
For the six months ended June 30, 2009, our total revenues
increased by 33.8% (from $149.6 million to
$200.1 million) over the same period last year. Revenues
from the Electricity Segment increased by 1.6%, while revenues
from the Product Segment increased by 171.7%. As discussed
below, this increase is attributable to engineering, procurement
and construction (EPC) contracts with third parties for the
construction of two large geothermal projects, the Blue Mountain
project in Nevada and the Centennial Binary Plant in New Zealand.
For the six months ended June 30, 2009, total Electricity
Segment revenues from the sale of electricity by our
consolidated power plants were $123.2 million, as compared
to $121.3 million for the six months ended June 30,
2008. In addition, revenues from our 50% ownership of the
Mammoth facility in each of the six months ended June 30,
2009 and 2008 were $4.7 million. This additional data is a
Non-Generally Accepted Accounting Principles (Non-GAAP)
financial measure, as defined by the SEC. There is no comparable
GAAP measure. We believe that such Non-GAAP data is useful to
the readers as it provides a more complete view of the scope of
activities of the power plants that we operate. Our investment
in the Mammoth facility is accounted for in our consolidated
financial statements under the equity method and the revenues
are not included in our consolidated revenues for the six months
ended June 30, 2009 and 2008.
For the six months ended June 30, 2009, revenues
attributable to our Product Segment were $76.9 million, as
compared to $28.3 million for the six months ended
June 30, 2008, an increase of 171.7%. Most of this increase
in revenues was derived from EPC contracts with third parties
for the construction of two large geothermal projects, the Blue
Mountain project in Nevada and the Centennial Binary Plant in
New Zealand.
Revenues from our Electricity Segment are relatively
predictable, as they are derived from sales of electricity
generated by our power plants pursuant to long-term power
purchase agreements. The price for electricity under all but one
of our power purchase agreements is effectively a fixed price at
least through May 2012. The exception is the power purchase
agreement of the Puna facility. It has a variable energy rate
based on the local utilitys 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. In the six months ended June 30, 2009, the variable
energy rate in the Puna facility decreased significantly mainly
as a result of lower oil prices, which in turn impacted the
gross margin in our Electricity Segment. In the six months ended
June 30, 2009, 89.3% of our electricity revenues were
derived from contracts with fixed energy rates, and therefore
most of our electricity revenues were not affected by the
fluctuations in energy commodity prices. However, electricity
revenues are subject to seasonal variations and can be affected
by
higher-than-average
ambient temperatures, as described below under the heading
Seasonality. Revenues attributable to our Product
Segment are based on the sale of equipment and the provision of
various services to our customers. These revenues may vary from
period to period because of the timing of our receipt of
purchase orders and the progress of our execution of each
project.
Our management assesses the performance of our two segments of
operation differently. In the case of our Electricity Segment,
when making decisions about potential acquisitions or the
development of new projects, we typically focus on the internal
rate of return of the relevant investment, relevant technical
and geological matters and other relevant business
considerations. We evaluate our operating projects based on
revenues and expenses, and our projects that are under
development based on costs attributable to each such project. We
evaluate the performance of our Product Segment based on the
timely delivery of our products, performance quality of our
products and costs actually incurred to complete customer orders
as compared to the costs originally budgeted for such orders.
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Recent
Developments
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In July 2009, we entered into certain amendments to certain of
our power purchase agreements for our projects in Nevada that
among other things removed the provisions that had provided for
the payment of liquidated damages if certain minimum performance
or availability criteria were not met. These amendments are
subject to the approval of the Public Utilities Commission of
Nevada (PUCN).
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In July 2009, we entered into a
6-year loan
agreement and an
8-year loan
agreement of $20.0 million each with two separate groups of
financial institutions.
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Since the beginning of the year, we secured new lease agreements
covering approximately 3,700 acres of federal and private
land in Nevada and California.
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In May 2009, our wholly owned subsidiary, Ortitlan Limitada,
entered into a project financing loan of $42.0 million to
refinance its investment in the 20.5 MW Amatitlan
geothermal power plant. The loan was provided by TCW Global
Project Fund II, Ltd.
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In the second quarter of 2009, we completed construction of a
new 77,500 square foot manufacturing facility, which we
lease from our parent, adjacent to our existing facility in
Yavne, Israel. The new facility will enable us to expand our
manufacturing capabilities.
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In March 2009, we declared commercial operation of the 4 MW
recovered energy generation (REG) power plant that converts
recovered waste heat from the exhaust of an existing gas turbine
at a compressor station located along a natural gas pipeline
near Denver, Colorado. The electricity produced by the power
plant is sold under a
20-year
power purchase agreement to Highline Electric Association Inc.,
a consumer owned cooperative in Colorado and Nebraska.
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In January 2009, we declared commercial operation of
Phase II of the Olkaria III geothermal power plant in
Kenya, the construction of which was completed in December 2008.
The new power plant added 35 MW to the existing 13 MW
power plant that has been in continuous operation since 2001.
Following the declaration of commercial operation our wholly
owned subsidiary, OrPower 4, Inc. closed a project financing
loan of $105.0 million in March 2009 to refinance its
investment in the 48 MW Olkaria III geothermal power
plant. The loan was provided by a group of European Development
Finance Institutions (DFIs) arranged by DEG Deutsche
Investitions- und Entwicklungsgesellschaft mbH (DEG). The first
disbursement of $90.0 million occurred on March 23,
2009, and the second disbursement of $15.0 million occurred
on July 10, 2009.
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In January 2009, we signed a contract with Banco Centroamericano
de Integración Económica (BCIE) for the supply,
supervision of installation,
start-up and
testing of the Las Pailas Geothermal Plant, a new geothermal
power plant that is to be constructed in the Las Pailas Field,
Costa Rica. The power plant will be utilized by Instituto
Costarricense de Electricidad, the Costa Rican national
electricity and telecommunications company. The contract is
valued at approximately $65.0 million and the supply
portion of the contract is expected to be completed within
18 months from the contract start date.
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In January 2009, we declared commercial operation of the second
5.5 MW REG unit of the OREG 2 power plants, located in
North Dakota. The electricity produced by the power plants is
sold to Basin Electric Power Cooperative under a
20-year
power purchase agreement.
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Trends
and Uncertainties
The geothermal industry in the United States has historically
experienced significant growth followed by a consolidation of
owners and operators of geothermal power plants. During the
1990s, growth and development in the geothermal industry
occurred primarily in foreign markets and only minimal growth
and development occurred in the United States. Since 2001, there
has been increased demand for energy generated from geothermal
resources in the United States as costs for electricity
generated from geothermal resources have become more competitive
relative to fossil fuel generation. This has partly been due to
increasing natural gas and oil prices during much of this period
and, equally important, to newly enacted legislative and
regulatory requirements and incentives, such as state renewable
portfolio standards and federal tax credits. The
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recently enacted American Recovery and Reinvestment Act (ARRA)
further encourages the use of geothermal energy through
production or investment tax credits as well as cash grants
(which are discussed in more detail in the section entitled
Government Grants and Tax Benefits). We see the
increasing demand for energy generated from geothermal and other
renewable resources in the United States and the further
introduction of renewable portfolio standards as significant
trends affecting our industry today and in the immediate future.
Our operations and the trends that from time to time impact our
operations are subject to market cycles.
We expect to continue to generate the majority of our revenues
from our Electricity Segment through the sale of electricity
from our power plants. All of our current revenues from the sale
of electricity are derived from fully-contracted long-term power
purchase agreements. We also intend to continue to pursue growth
in our recovered energy business.
Although other trends, factors and uncertainties may impact our
operations and financial condition, including many that we do
not or cannot foresee, we believe that our results of operations
and financial condition for the foreseeable future will be
affected by the following trends, factors and uncertainties:
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The global recession resulting from the recent disruption in the
global credit markets, failures or material business
deterioration of investment banks, commercial banks, and other
financial institutions and intermediaries in the United States
and elsewhere around the world, significant reductions in asset
values across businesses, households and individuals, and the
slowdown in manufacturing and other business activity has also
resulted in reduced worldwide demand for energy. If these
conditions continue or worsen, they may adversely affect both
our Electricity and Product Segments. Among other things, we
might face: (i) potential declines in revenues in our
Products Segment due to reduced orders or other factors caused
by economic challenges faced by our customers and prospective
customers; (ii) potential declines in revenues from some of
our existing geothermal power projects as a result of curtailed
electricity demand and low oil and gas prices; and
(iii) potential adverse impacts on our customers
ability to pay, when due, amounts payable to us. In addition, we
may experience related increases in our cost of capital
associated with any increased working capital or borrowing needs
we may have if our customers do not pay, or if we are unable to
collect amounts payable to us in full (or at all) if any of our
customers fail or seek protection under applicable bankruptcy or
insolvency laws.
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The worldwide credit crisis has reduced the availability of
liquidity and credit to fund the continuation and expansion of
industrial business operations worldwide. While we have
sufficient financial resources to fund our projected activities
for 2009, if these conditions continue or worsen, the cost of
obtaining financing for our project needs may increase or such
financing may not be available at all.
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Our primary focus continues to be the implementation of our
organic growth through exploration, development, the
construction of new projects and enhancements of existing
projects. We expect that this investment in organic growth will
increase our total generating capacity, consolidated revenues
and operating income attributable to our Electricity Segment
year over year. We are also looking at acquisition opportunities
that may arise.
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Until the end of the third quarter of 2008, we experienced
increases in the cost of raw materials, labor and transportation
costs associated with our manufacturing activities and with the
equipment used in our power plants and sold to third parties. We
also experienced an increase in drilling costs and a shortage in
drilling equipment. We believe this was the result of the
increased drilling activity in the marketplace that was due to
the high oil price environment. The recent decrease in the price
of oil and other commodities reduced such costs and may reduce
them further in the future. The reduction in costs may serve to
partially offset the negative impact of the increased financing
cost as described above. The decrease in the price of oil will,
however, reduce our revenues from the Puna power plant in 2009,
since the energy prices payable to us by Hawaii Electric Light
Company in that power plant are based on its avoided costs,
which are influenced by the price of oil.
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In the United States, we expect to continue to benefit from the
increasing demand for renewable energy. Thirty-six states and
the District of Columbia, including California, Nevada and
Hawaii (where we have been most active in geothermal development
and in which all of our U.S. geothermal projects are
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located) have adopted renewable portfolio standards (RPS),
renewable portfolio goals or other similar laws. These laws
require that an increasing percentage of the electricity
supplied by electric utility companies operating in such states
be derived from renewable energy resources until certain
pre-established goals are met. We expect that the additional
demand for renewable energy from utilities in such states will
outpace a possible reduction in general demand for energy due to
the economic slow down and will continue to create opportunities
for us to expand existing projects and build new power plants.
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We expect that the increased awareness of climate change may
result in significant changes in the business and regulatory
environments, which may create business opportunities for us
going forward. Although federal legislation addressing climate
change appears likely, several states and regions are already
addressing climate change. For example, the California Global
Warming Solutions Act of 2006 (the Act), which was signed into
law in September 2006, regulates most sources of greenhouse gas
emissions and aims to reduce greenhouse gas emissions to 1990
levels by 2020, representing an approximately 30% reduction in
greenhouse gas emissions. The California Air Resources Board is
expected to put in place measures for implementing the Act by
2012. Californias long-term climate change goals are
reflected in Executive Order
S-3-05,
which requires an 80% reduction of greenhouse gases from 1990
levels by 2050. In addition to California, twenty-one other
states have set greenhouse gas emissions targets (Arizona,
Colorado, Connecticut, Florida, Hawaii, Illinois, Maine,
Marryland, Massachusetts, Minnesota, Montana, New Hampshire, New
Jersey, New Mexico, New York, Oregon, Rhode Island, Utah,
Vermont, Virginia and Washington). Regional initiatives, such as
the Western Climate Initiative (which includes seven
U.S. states and four Canadian provinces) and the Midwest
Greenhouse Gas Reduction Accord, are also being developed to
reduce greenhouse gas emissions and develop trading systems for
renewable energy credits. In September 2008, the
first-in-the-nation
auction of
CO2
allowances was held under the Regional Greenhouse Gas Initiative
(RGGI), a regional
cap-and-trade
system, which includes ten Northeast and Mid -Atlantic States.
Under RGGI, the ten participating states plan to stabilize power
section carbon emissions at their capped level, and then reduce
the cap by 10 percent at a rate of 2.5 percent each
year between 2015 and 2018. In addition, thirty-six states and
the District of Columbia have all adopted RPS, as discussed
above. In November 2008, California, by Executive Order, adopted
a goal for all retailers of electricity to serve 33% of their
load with renewable energy by 2020. Although it is currently
difficult to quantify the direct economic benefit of these
efforts to reduce greenhouse gas emissions, we believe they will
prove advantageous to us.
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Outside of the United States, we expect that a variety of
governmental initiatives will create new opportunities for the
development of new projects, as well as create additional
markets for our products. These initiatives include the award of
long-term contracts to independent power generators, the
creation of competitive wholesale markets for selling and
trading energy, capacity and related energy products and the
adoption of programs designed to encourage clean
renewable and sustainable energy sources.
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We expect competition from the wind and solar power generation
industry to continue. While the current demand for renewable
energy is large enough that this increased competition has not
materially impacted our ability to obtain new power purchase
agreements, it may contribute to a reduction in electricity
prices. Despite increased competition from the wind and solar
power generation industry, we believe that baseload electricity,
such as geothermal-based energy, will emerge as the preferred
source of renewable energy.
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We expect increased competition from new entrants to the
geothermal industry, both in the power generation space and in
the lease of geothermal resources. While the current demand for
renewable energy is large enough that increased competition has
not impacted our ability to obtain new power purchase agreements
and new leases, increased competition in the power generation
space may contribute to a reduction in electricity prices, and
increased competition in geothermal leasing may contribute to an
increase in lease costs.
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The viability of our geothermal power plants depends on various
factors such as the heat content of the geothermal reservoir,
useful life of the reservoir (the term during which such
geothermal reservoir has sufficient extractable fluids for our
operations) and operational factors relating to the extraction
of the geothermal fluids. Our geothermal power plants may
experience an unexpected decline in the capacity of their
respective geothermal wells. Such factors, together with the
possibility that we may fail to find commercially viable
geothermal resources in the future, represent significant
uncertainties we face in connection with our operations.
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As our power plants age, they may require increased maintenance
with a resulting decrease in their availability, potentially
leading to the imposition of penalties if we are not able to
meet the requirements under our power purchase agreements as a
result of such decrease in availability.
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Our foreign operations are subject to significant political,
economic and financial risks, which vary by country. These risks
include the partial privatization of the electricity sector in
Guatemala, labor unrest in Nicaragua and the political
uncertainty currently prevailing in some of the countries in
which we operate. Although we maintain political risk insurance
for most of our foreign power plants to mitigate these risks,
insurance does not provide complete coverage with respect to all
such risks.
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On May 5, 2009, President Obama and the U.S. Treasury
Department proposed changing certain of the U.S. tax rules
for U.S. corporations doing business outside the United
States. The proposed changes would limit the ability of
U.S. corporations to deduct expenses attributable to
offshore earnings, modify the foreign tax credit rules and
further restrict the ability of U.S. corporations to
transfer funds between foreign subsidiaries without triggering a
requirement to pay U.S. income tax. Although the scope of
the proposed changes is unclear, it is possible that these or
other changes in the U.S. tax laws may increase our
U.S. income tax liability and adversely affect our
profitability.
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The Energy Policy Act of 2005 authorizes the Federal Energy
Regulatory Commission (FERC) to revise the Public Utility
Regulatory Policies Act (PURPA) so as to terminate the
obligation of electric utilities to purchase the output of a
Qualifying Facility if FERC finds that there is an accessible
competitive market for energy and capacity from the Qualifying
Facility. The legislation does not affect existing power
purchase agreements. We do not expect this change in law to
affect our U.S. projects significantly, as all except one
of our current contracts (our Steamboat 1 facility, which sells
its electricity to Sierra Pacific Power Company on a
year-by-year
basis) are long-term. FERC issued a final rule that makes it
easier to eliminate the utilities purchase obligation in
four regions of the country. None of those regions includes a
state in which our current projects operate. However, FERC has
the authority under the Energy Policy Act of 2005 to act, on a
case-by-case
basis, to eliminate the mandatory purchase obligation in other
regions. If the utilities in the regions in which our domestic
projects operate were to be relieved of the mandatory purchase
obligation, they would not be required to purchase energy from
us upon termination of the existing power purchase agreements,
which could have an adverse effect on our revenues.
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Revenues
We generate our revenues from the sale of electricity from our
geothermal and recovered energy-based power plants; the design,
manufacturing and sale of equipment for electricity generation;
and the construction, installation and engineering of power
plant equipment.
Revenues attributable to our Electricity Segment are relatively
predictable as they are derived from the sale of electricity
from our power plants pursuant to long-term power purchase
agreements. However, such revenues are subject to seasonal
variations, as more fully described below in the section
entitled Seasonality. Electricity Segment revenues
may also be affected by
higher-than-average
ambient temperatures, which could cause a decrease in the
generating capacity of our power plants, and by unplanned major
maintenance activities related to our power plants.
Our power purchase agreements generally provide for the payment
of energy payments, or energy and capacity payments. Generally,
capacity payments are payments calculated based on the amount of
time that
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our power plants are available to generate electricity. Some of
our power purchase agreements provide for bonus payments in the
event that we are able to exceed certain target levels and the
potential forfeiture of payments if we fail to meet minimum
target levels. Energy payments, on the other hand, are payments
calculated based on the amount of electrical energy delivered to
the relevant power purchaser at a designated delivery point. The
rates applicable to such payments are either fixed (subject, in
certain cases, to certain adjustments) or are based on the
relevant power purchasers short run avoided costs (the
incremental costs that the power purchaser avoids by not having
to generate such electrical energy itself or purchase it from
others). Our more recent power purchase agreements provide
generally for energy payments alone with an obligation to
compensate the off-taker for its incremental costs as a result
of shortfalls in our supply.
Revenues attributable to our Product Segment are generally less
predictable than revenues from our Electricity Segment. This is
because larger customer orders for our products are typically a
result of our participating in, and winning, tenders or requests
for proposals issued by potential customers in connection with
projects they are developing. Such projects often take a long
time to design and develop and are often subject to various
contingencies such as the customers ability to raise the
necessary financing for a project. As a result, we are generally
unable to predict the timing of such orders for our products and
may not be able to replace existing orders that we have
completed with new ones. As a result, our revenues from our
Product Segment fluctuate (and at times, extensively) from
period to period. As discussed under Trends and
Uncertainties above, we may experience declines in
revenues in our Product Segment due to reduced orders or other
factors caused by the global recession and economic challenges
faced by our customers and prospective customers.
The following table sets forth a breakdown of our revenues for
the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues in Thousands
|
|
|
% of Revenues for Period Indicated
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity Segment
|
|
$
|
60,562
|
|
|
$
|
61,774
|
|
|
$
|
123,200
|
|
|
$
|
121,293
|
|
|
|
60.4
|
%
|
|
|
77.0
|
%
|
|
|
61.6
|
%
|
|
|
81.1
|
%
|
Product Segment
|
|
|
39,673
|
|
|
|
18,447
|
|
|
|
76,924
|
|
|
|
28,315
|
|
|
|
39.6
|
|
|
|
23.0
|
|
|
|
38.4
|
|
|
|
18.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
100,235
|
|
|
$
|
80,221
|
|
|
$
|
200,124
|
|
|
$
|
149,608
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographical
Breakdown of Revenues
For the three months ended June 30, 2009, 69.2% of our
revenues attributable to our Electricity Segment were generated
in the United States, as compared to 80.8% for the same period
in 2008. For the six months ended June 30, 2009, 70.8% of
our revenues attributable to our Electricity Segment were
generated in the United States, as compared to 81.4% for the
same period in 2008.
The following table sets forth the geographic breakdown of the
revenues attributable to our Electricity Segment for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues in Thousands
|
|
|
% of Revenues for Period Indicated
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
United States
|
|
$
|
41,926
|
|
|
$
|
49,937
|
|
|
$
|
87,283
|
|
|
$
|
98,763
|
|
|
|
69.2
|
%
|
|
|
80.8
|
%
|
|
|
70.8
|
%
|
|
|
81.4
|
%
|
Foreign
|
|
|
18,636
|
|
|
|
11,837
|
|
|
|
35,917
|
|
|
|
22,530
|
|
|
|
30.8
|
|
|
|
19.2
|
|
|
|
29.2
|
|
|
|
18.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
60,562
|
|
|
$
|
61,774
|
|
|
$
|
123,200
|
|
|
$
|
121,293
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2009, 60.6% of our
revenues attributable to our Product Segment were generated in
the United States, as compared to 40.5% for the same period in
2008. For the six months ended June 30, 2009, 61.4% of our
revenues attributable to our Product Segment were generated in
the United States, as compared to 26.4% for the same period in
2008.
32
A discussion of the reasons for these changes in the
geographical breakdown of our revenues is provided further below
in this report.
Seasonality
The prices paid for the electricity generated by our domestic
projects pursuant to our power purchase agreements are subject
to seasonal variations. The prices paid for electricity under
the power purchase agreements with Southern California Edison
Company (Southern California Edison) for the Heber 1 and 2
plants, the Mammoth facility and the Ormesa complex and the
prices that will be paid for the electricity under the power
purchase agreement for the North Brawley project are higher in
the months of June through September. As a result, we receive
and will receive in the future higher revenues during such
months. The prices paid for electricity pursuant to the power
purchase agreements of our projects in Nevada have no
significant changes during the year. In the winter, due
principally to the lower ambient temperature, our power plants
produce more energy and as a result we receive higher energy
revenues. However, the higher capacity payments payable by
Southern California Edison in California in the summer months
have a more significant impact on our revenues than that of the
higher energy revenues generally generated in winter due to
increased efficiency. As a result, our revenues are generally
higher in the summer than in the winter. The prices paid for
electricity pursuant to the power purchase agreement of the Puna
facility are tied to the price of oil. Accordingly, our revenues
for that facility, which accounted for approximately 4.9% and
7.4% of our total revenues for the three and six-month periods
ended June 30, 2009, respectively, may be volatile.
Breakdown
of Cost of Revenues
Electricity
Segment
The principal cost of revenues attributable to our operating
projects include operation and maintenance expenses such as
depreciation and amortization, salaries and related employee
benefits, equipment expenses, costs of parts and chemicals,
costs related to third-party services, lease expenses,
royalties, startup and auxiliary electricity purchases, property
taxes and insurance and, for the California projects,
transmission charges, scheduling charges and purchases of
make-up
water for use in our cooling towers. Some of these expenses,
such as parts, third-party services and major maintenance, are
not incurred on a regular basis. This results in fluctuations in
our expenses and our results of operations for individual
projects from quarter to quarter. The lease expense related to
the Puna lease transactions is included as a separate line item
in our Electricity Segment cost of revenues (See Liquidity
and Capital Resources). For management purposes, we
analyze such costs on a combined basis with other cost of
revenues in our Electricity Segment.
Payments made to government agencies and private entities on
account of site leases where plants are located are included in
cost of revenues. Royalty payments, included in cost of
revenues, are made as compensation for the right to use certain
geothermal resources and are paid as a percentage of the
revenues derived from the associated geothermal rights. For the
six months ended June 30, 2009, royalties constituted
approximately 4.0% of the Electricity Segment revenues, compared
to approximately 5.3% for the same period in 2008.
Product
Segment
The principal expenses attributable to our Product Segment
include materials, salaries and related employee benefits,
expenses related to subcontracting activities, transportation
expenses and sales commissions to sales representatives. Some of
the principal expenses attributable to our Product Segment, such
as a portion of the costs related to labor, utilities and other
support services are fixed, while others, such as materials,
construction, transportation and sales commissions, are variable
and may fluctuate significantly, depending on market conditions.
As a result, the cost of revenues attributable to our Product
Segment, expressed as a percentage of total revenues,
fluctuates. Another reason for such fluctuation is that in
responding to bids for our products, we price our products and
services in relation to existing competition and other
prevailing market conditions, which may vary substantially from
order to order.
33
Cash
and Cash Equivalents
Our cash and cash equivalents as of June 30, 2009 increased
to $46.0 million from $34.4 million as of
December 31, 2008. This increase is principally due to the
first disbursement in the amount of $90.0 million of the
OrPower 4 Inc. financing, $42.0 million from the Amatitlan
financing, $20 million from using revolving credit lines
with banks, and $55.3 million derived from operating
activities during the first six months of 2009. The increase in
our cash resources was partially offset by our use of
$147.6 million of cash resources to fund capital
expenditures, $27.5 million to repay long-term debt to our
parent and to third parties. Our corporate borrowing capacity
under committed lines of credit with different commercial banks
is $347.5 million, as described below in the section
entitled Liquidity and Capital Resources, of which
we utilized $146.4 million (including $26.4 million of
letters of credit) as of June 30, 2009.
Critical
Accounting Policies
A comprehensive discussion of our critical accounting policies
is included in the Managements Discussion and
Analysis of Financial Condition and Results of Operations
section in our annual report on
Form 10-K
for the year ended December 31, 2008.
New
Accounting Pronouncements
On January 1, 2009, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 160,
Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARS No. 51. The
adoption of this standard resulted in retrospective presentation
on the condensed consolidated balance sheet as of
December 31, 2008 and the condensed consolidated statements
of operations and comprehensive income for the three and six
months ended June 30, 2008.
On April 1, 2009, the Company adopted FSP
FAS 115-2
and
FAS No. 124-2,
Recognition and Presentation of
Other-Than-Temporary
Impairments. The adoption of this standard resulted in a
reclassification to other comprehensive loss with an offset to
retained earnings effective April 1, 2009.
See Note 2 to our condensed consolidated financial
statements set forth in Item 1 of this quarterly report for
additional information regarding new accounting pronouncements.
34
Results
of Operations
Our historical operating results in dollars and as a percentage
of total revenues are presented below. A comparison of the
different periods described below may be of limited utility as a
result of each of the following: (i) our recent
construction of new projects and enhancement of acquired
projects; and (ii) fluctuation in revenues from our Product
Segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands, except per share data)
|
|
|
(In thousands, except per share data)
|
|
|
Statements of Operations Historical Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
$
|
60,562
|
|
|
$
|
61,774
|
|
|
$
|
123,200
|
|
|
$
|
121,293
|
|
Product
|
|
|
39,673
|
|
|
|
18,447
|
|
|
|
76,924
|
|
|
|
28,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,235
|
|
|
|
80,221
|
|
|
|
200,124
|
|
|
|
149,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
44,958
|
|
|
|
41,506
|
|
|
|
88,842
|
|
|
|
80,182
|
|
Product
|
|
|
27,242
|
|
|
|
15,704
|
|
|
|
51,485
|
|
|
|
23,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,200
|
|
|
|
57,210
|
|
|
|
140,327
|
|
|
|
103,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
15,604
|
|
|
|
20,268
|
|
|
|
34,358
|
|
|
|
41,111
|
|
Product
|
|
|
12,431
|
|
|
|
2,743
|
|
|
|
25,439
|
|
|
|
4,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,035
|
|
|
|
23,011
|
|
|
|
59,797
|
|
|
|
45,672
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
2,487
|
|
|
|
785
|
|
|
|
3,288
|
|
|
|
1,481
|
|
Selling and marketing expenses
|
|
|
3,215
|
|
|
|
2,020
|
|
|
|
7,516
|
|
|
|
5,539
|
|
General and administrative expenses
|
|
|
5,582
|
|
|
|
5,925
|
|
|
|
13,117
|
|
|
|
11,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
16,751
|
|
|
|
14,281
|
|
|
|
35,876
|
|
|
|
26,700
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
276
|
|
|
|
1,052
|
|
|
|
428
|
|
|
|
2,098
|
|
Interest expense, net
|
|
|
(4,415
|
)
|
|
|
(4,851
|
)
|
|
|
(7,705
|
)
|
|
|
(9,637
|
)
|
Foreign currency translation and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
transaction gains (losses)
|
|
|
2,569
|
|
|
|
(1,359
|
)
|
|
|
9
|
|
|
|
(1,542
|
)
|
Income attributable to sale of equity interests
|
|
|
4,366
|
|
|
|
4,848
|
|
|
|
8,534
|
|
|
|
8,164
|
|
Other non-operating income, net
|
|
|
550
|
|
|
|
309
|
|
|
|
400
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in income of investees
|
|
|
20,097
|
|
|
|
14,280
|
|
|
|
37,542
|
|
|
|
25,804
|
|
Income tax provision
|
|
|
(4,478
|
)
|
|
|
(2,613
|
)
|
|
|
(7,967
|
)
|
|
|
(4,684
|
)
|
Equity in income of investees, net
|
|
|
355
|
|
|
|
408
|
|
|
|
905
|
|
|
|
947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
15,974
|
|
|
|
12,075
|
|
|
|
30,480
|
|
|
|
22,067
|
|
Net loss attributable to the noncontrolling interest
|
|
|
77
|
|
|
|
86
|
|
|
|
156
|
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Companys stockholders
|
|
$
|
16,051
|
|
|
$
|
12,161
|
|
|
$
|
30,636
|
|
|
$
|
22,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to the Companys
stockholders basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.35
|
|
|
$
|
0.28
|
|
|
$
|
0.68
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.35
|
|
|
$
|
0.28
|
|
|
$
|
0.67
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in computation of
earnings per share attributable to the Companys
stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
45,369
|
|
|
|
43,828
|
|
|
|
45,361
|
|
|
|
42,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
45,451
|
|
|
|
43,978
|
|
|
|
45,425
|
|
|
|
43,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Statements of Operations Percentage Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
60.4
|
%
|
|
|
77.0
|
%
|
|
|
61.6
|
%
|
|
|
81.1
|
%
|
Product
|
|
|
39.6
|
|
|
|
23.0
|
|
|
|
38.4
|
|
|
|
18.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
74.2
|
|
|
|
67.2
|
|
|
|
72.1
|
|
|
|
66.1
|
|
Product
|
|
|
68.7
|
|
|
|
85.1
|
|
|
|
66.9
|
|
|
|
83.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72.0
|
|
|
|
71.3
|
|
|
|
70.1
|
|
|
|
69.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
25.8
|
|
|
|
32.8
|
|
|
|
27.9
|
|
|
|
33.9
|
|
Product
|
|
|
31.3
|
|
|
|
14.9
|
|
|
|
33.1
|
|
|
|
16.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28.0
|
|
|
|
28.7
|
|
|
|
29.9
|
|
|
|
30.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
2.5
|
|
|
|
1.0
|
|
|
|
1.6
|
|
|
|
1.0
|
|
Selling and marketing expenses
|
|
|
3.2
|
|
|
|
2.5
|
|
|
|
3.8
|
|
|
|
3.7
|
|
General and administrative expenses
|
|
|
5.6
|
|
|
|
7.4
|
|
|
|
6.6
|
|
|
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
16.7
|
|
|
|
17.8
|
|
|
|
17.9
|
|
|
|
17.8
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
0.3
|
|
|
|
1.3
|
|
|
|
0.2
|
|
|
|
1.4
|
|
Interest expense, net
|
|
|
(4.4
|
)
|
|
|
(6.0
|
)
|
|
|
(3.9
|
)
|
|
|
(6.4
|
)
|
Foreign currency translation and transaction gains (losses)
|
|
|
2.6
|
|
|
|
(1.7
|
)
|
|
|
0.0
|
|
|
|
(1.0
|
)
|
Income attributable to sale of equity interests
|
|
|
4.4
|
|
|
|
6.0
|
|
|
|
4.3
|
|
|
|
5.5
|
|
Other non-operating income, net
|
|
|
0.5
|
|
|
|
0.4
|
|
|
|
0.2
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in income of investees
|
|
|
20.0
|
|
|
|
17.8
|
|
|
|
18.8
|
|
|
|
17.2
|
|
Income tax provision
|
|
|
(4.5
|
)
|
|
|
(3.3
|
)
|
|
|
(4.0
|
)
|
|
|
(3.1
|
)
|
Equity in income of investees, net
|
|
|
0.4
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
15.9
|
|
|
|
15.1
|
|
|
|
15.2
|
|
|
|
14.8
|
|
Net loss attributable to the noncontrolling interest
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the Companys stockholders
|
|
|
16.0
|
%
|
|
|
15.2
|
%
|
|
|
15.3
|
%
|
|
|
14.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparison
of the Three Months Ended June 30, 2009 and the Three
Months Ended June 30, 2008
Total
Revenues
Total revenues for the three months ended June 30, 2009
were $100.2 million, as compared with $80.2 million
for the three months ended June 30, 2008, which represented
a 24.9% increase in total revenues. This increase is
attributable to our Product Segment whose revenues increased by
115.1% over the same period in 2008 (for the reasons discussed
below). Revenues in our Electricity Segment decreased by 2.0%,
over the same period last year.
36
Electricity
Segment
Revenues attributable to our Electricity Segment for the three
months ended June 30, 2009 were $60.6 million, as
compared with $61.8 million for the three months ended
June 30, 2008, which represented a 2.0% decrease in such
revenues. The decrease in our electricity revenues is a result
of a decline in the average revenue rate of our electricity
portfolio from $87 per MWh in the second quarter of 2008 to $75
per MWh in the second quarter of 2009. The decrease in the
average rate is mainly attributable to a decrease in the energy
rates in the Puna power plant, due to lower oil prices and to
the expiration of the adder, an additional energy
rate paid to us under the Heber 2 power purchase agreement. Our
U.S. and international electricity generation increased
from 711,794 MWh in the three months ended June 30,
2008 to 811,487 MWh in the three months ended June 30,
2009. The increase in our electricity generation is principally
due to the 35 MW Phase II of the Olkaria III
power plant in Kenya, which started generating electricity in
January 2009 and to our 8 MW GDL power plant in New
Zealand, which started generating electricity in the fourth
quarter of 2008. In the United States, the electricity
generation increased due to: (i) two new REG units at the
OREG II power plants, which were placed in service in December
2008 and January 2009; and (ii) the replacement of turbines
in the Steamboat
2/3
power plant. The increase was offset by a decrease in the
generating capacity of the Puna power plant due to an
enhancement and repair of the geothermal wellfield to increase
its availability in advance of the addition of the new 8 MW
expansion.
Product
Segment
Revenues attributable to our Product Segment for the three
months ended June 30, 2009 were $39.7 million, as
compared with $18.4 million for the three months ended
June 30, 2008, which represented a 115.1% increase in such
revenues. Most of this increase in revenues was derived from EPC
contracts with third parties for the construction of two large
geothermal projects, the Blue Mountain project in Nevada and the
Centennial Binary Plant in New Zealand.
Total
Cost of Revenues
Total cost of revenues for the three months ended June 30,
2009 was $72.2 million, as compared with $57.2 million
for the three months ended June 30, 2008, which represented
a 26.2% increase in total cost of revenues. This increase
occurred in both our Electricity and Product Segments, as
discussed below. As a percentage of total revenues, our total
cost of revenues for the three months ended June 30, 2009
was 72.0% compared with 71.3% for the same period in 2008.
Electricity
Segment
Total cost of revenues attributable to our Electricity Segment
for the three months ended June 30, 2009 was
$45.0 million, as compared with $41.5 million for the
three months ended June 30, 2008, which represented an 8.3%
increase in total cost of revenues for such segment. The
increase over the same period last year is due to:
(i) increased costs as a result of new and enhanced
projects placed into service (including depreciation); and
(ii) an increase in costs mainly due to timing of certain
maintenance costs in order to ensure higher availability during
the summer., when electricity rates paid under the relevant
power purchase agreement are higher. The increase in the cost of
revenues is generation volume related, and thus, the cost per
MWh was lower compared to the second quarter of 2008. As a
percentage of total electricity revenues, the total cost of
revenues attributable to our Electricity Segment for the three
months ended June 30, 2009 was 74.2%, as compared with
67.2% for the three months ended June 30, 2008.
Product
Segment
Total cost of revenues attributable to our Product Segment for
the three months ended June 30, 2009 was
$27.2 million, as compared with $15.7 million for the
three months ended June 30, 2008, which represented a 73.5%
increase in total cost of revenues related to such segment. This
increase is attributable to the increase in our product
revenues. As a percentage of total Products Segment revenues,
our total cost of revenues attributable to this segment for the
three months ended June 30, 2009 was 68.7% as compared with
85.1% for
37
the three months ended June 30, 2008. This decrease is
attributable, in part, to a different product mix and to a
decrease in costs as a result of the global decrease in
commodities prices.
Research
and Development Expenses
Research and development expenses for the three months ended
June 30, 2009 were $2.5 million, as compared with
$0.8 million for the three months ended June 30, 2008,
which represented a 216.8% increase. This increase reflects an
expansion of our research and development activities in the
following areas: (i) Enhanced Geothermal Systems (EGS);
(ii) a REG plant specifically designed to use the residual
energy from the vaporization process at a liquefied natural gas
regasification terminal; and (iii) development of a solar
thermal system for the production of electricity.
Selling
and Marketing Expenses
Selling and marketing expenses for the three months ended June
30, 2009 were $3.2 million, as compared with
$2.0 million for the three months ended June 30, 2008,
which represented a 59.2% increase. The increase was due
primarily to an increase in Product Segment revenues. Selling
and marketing expenses for the three months ended June 30,
2009 constituted 3.2% of total revenues for such period, as
compared with 2.5% for the three months ended June 30, 2008.
General
and Administrative Expenses
General and administrative expenses for the three months ended
June 30, 2009 were $5.6 million, as compared with
$5.9 million for the three months ended June 30, 2008,
which represented a 5.8% decrease. General and administrative
expenses for the three months ended June 30, 2009
constituted 5.6% of total revenues for such period, as compared
with 7.4% for the three months ended June 30, 2008.
Operating
Income
Operating income for the three months ended June 30, 2009
was $16.8 million, as compared with $14.3 million for
the three months ended June 30, 2008. Such increase in
operating income was principally attributable to an increase in
total revenues as well as an increase in the gross margin of our
Product Segment. Operating income attributable to our
Electricity Segment for the three months ended June 30,
2009 was $10.0 million, as compared with $14.1 million
for the three months ended June 30, 2008. Operating income
attributable to our Product Segment for the three months ended
June 30, 2009 was $6.8 million, as compared with
$0.2 million for the three months ended June 30, 2008.
Interest
Income
Interest income for the three months ended June 30, 2009
was $0.3 million, as compared with $1.1 million for
the three months ended June 30, 2008, which represented a
73.8% decrease. The decrease is primarily due to a decrease in
cash and cash equivalents, marketable securities and restricted
cash as well as a decrease in interest rates payable on liquid
investments.
Interest
Expense, Net
Interest expense, net, for the three months ended June 30,
2009 was $4.4 million, as compared with $4.9 million
for the three months ended June 30, 2008, which represented
a 9.0% decrease. The $0.4 million decrease is primarily due
to an increase of $2.3 million in interest capitalized to
projects as a result of increased projects under construction,
as well as principal repayments. The decrease was partially
offset by an increase in interest expense from the long-term
project finance loans of the Olkaria III and Amatitlan
power plants, and borrowings under the Companys revolving
credit lines with banks.
During the second quarter of 2009, we capitalized
$6.4 million in interest related to projects under
construction. We expect this amount to decrease significantly
due to a lower volume of projects under
38
construction and the upcoming commencement of commercial
operation of our North Brawley power plant in the fourth quarter
of 2009.
Foreign
Currency Translation and Transaction Gains
(Losses)
Foreign currency translation and transaction gains for the three
months ended June 30, 2009 were $2.6 million, as
compared with foreign currency translation and transaction
losses of $1.4 million for the three months ended
June 30, 2008. The $3.9 million increase is primarily
due to: (i) foreign currency translation gains in the
amount of $1.5 million with respect to a loan denominated
in New Zealand dollars which was granted to our New Zealand
subsidiary GDL, whose functional currency is the New Zealand
dollar; and (ii) gains on forward and option foreign
exchange transactions which do not qualify as hedge transactions
for accounting purposes. The foreign currency translation gains
in respect of the loan granted to our New Zealand subsidiary
will increase the cost of the equipment which was financed by
such loan.
Income
Attributable to a Sale of Equity Interests
Income from the sale of limited liability company interests in
OPC to institutional equity investors (as described in the
OPC Transaction) for the three months ended
June 30, 2009 was $4.4 million, as compared to
$4.8 million for the three months ended June 30, 2008.
Income
Taxes
Income tax provision for the three months ended June 30,
2009 was $4.5 million, as compared with $2.6 million
for the three months ended June 30, 2008. The effective tax
rate for the three months ended June 30, 2009 and 2008 was
22.3% and 18.3%, respectively. The increase in the effective tax
rate primarily resulted from a lower impact of production tax
credits on the effective tax rate for the quarter ended
June 30, 2009 due to the increase in our income before
income taxes.
Equity
in Income of Investees
Our participation in the income generated from our investees in
each of the three months ended June 30, 2009 and 2008 was
$0.4 million. The amount is derived mainly from our 50%
ownership of the Mammoth power plant.
Net
Income
Net income for the three months ended June 30, 2009 was
$16.0 million, as compared with $12.1 million for the
three months ended June 30, 2008, which represents an
increase of 32.3%. Such increase in net income was principally
attributable to: (i) an increase of $2.5 million in
our operating income; (ii) a $0.4 million decrease in
interest expense; and (iii) a $3.9 million increase in
foreign currency transaction and translation gains. This was
partially offset by: (i) a $1.9 million increase in
income tax provision; (ii) a $0.5 million decrease in
income attributable to a sale of equity interests; and
(iii) a $0.8 million decrease in interest income.
Comparison
of the Six Months Ended June 30, 2009 and the Six Months
Ended June 30, 2008
Total
Revenues
Total revenues for the six months ended June 30, 2009 were
$200.1 million, as compared with $149.6 million for
the six months ended June 30, 2008, which represented a
33.8% increase in total revenues. This increase is primarily
attributable to our Product Segment whose revenues increased by
171.7% over the same period in 2008 (for the reasons discussed
below). Revenues in our Electricity Segment increased by 1.6%,
over the same period last year.
39
Electricity
Segment
Revenues attributable to our Electricity Segment for the six
months ended June 30, 2009 were $123.2 million, as
compared with $121.3 million for the six months ended
June 30, 2008, which represented a 1.6% increase in such
revenues. The increase in the Electricity Segment revenues is
attributable to an increase in our U.S. and international
electricity generation from 1,444,060 MWh in the six months
ended June 30, 2008 to 1,701,179 MWh in the six months
ended June 30, 2009. The increase in our electricity
generation is principally due to the 35 MW Phase II of
the Olkaria III power plant in Kenya, which started
generating electricity in January 2009 and to our 8 MW GDL
power plant in New Zealand, which started generating electricity
in the fourth quarter of 2008. In the United States, the
electricity generation increased due to: (i) the new Galena
3 power plant, which was placed in service in the second half of
the first quarter of 2008; (ii) two new REG units at the
OREG II power plants, which were placed in service in December
2008 and January 2009; and (iii) the replacement of
turbines in the Steamboat
2/3
power plant. The increase in our electricity revenues was offset
by a decrease resulting from a decline in the average revenue
rate of our electricity portfolio from $84 per MWh in the first
half of 2008 to $72 per MWh in the first half of 2009. The
decrease in the average rate is mainly attributable to a
decrease in the energy rates in the Puna power plant, due to
lower oil prices and to the expiration of the adder,
an additional energy rate paid to us under the Heber 2 power
purchase agreement. The decrease in the Electricity Segment
revenues in the first half of 2009 is also attributable to a
temporary decrease in the generating capacity of the Puna power
plant due to an enhancement and repair of the geothermal
wellfield to increase its availability in advance of the
addition of the 8 MW expansion.
Product
Segment
Revenues attributable to our Product Segment for the six months
ended June 30, 2009 were $76.9 million, as compared
with $28.3 million for the six months ended June 30,
2008, which represented a 171.7% increase in such revenues. Most
of this increase in revenues was derived from EPC contracts with
third parties for the construction of two large geothermal
projects, the Blue Mountain project in Nevada and the Centennial
Binary Plant in New Zealand.
Total
Cost of Revenues
Total cost of revenues for the six months ended June 30,
2009 was $140.3 million, as compared with
$103.9 million for the six months ended June 30, 2008,
which represented a 35.0% increase in total cost of revenues.
This increase is attributable to an increase in both our
Electricity and Product Segments, as discussed below. As a
percentage of total revenues, our total cost of revenues for the
six months ended June 30, 2009 was 70.1% compared with
69.5% for the same period in 2008.
Electricity
Segment
Total cost of revenues attributable to our Electricity Segment
for the six months ended June 30, 2009 was
$88.8 million, as compared with $80.2 million for the
six months ended June 30, 2008, which represented a 10.8%
increase in total cost of revenues for such segment. The
increase from the same period last year is due to:
(i) increased costs as a result of new and enhanced
projects placed into service (including depreciation); and
(ii) an increase in costs mainly due to timing of certain
maintenance costs in order to ensure higher availability during
the summer, when electricity rates paid under the relevant power
purchase agreement are higher. The increase in the cost of
revenues is generation volume related, and thus, the cost per
MWh was lower compared to the first half of 2008. As a
percentage of total electricity revenues, the total cost of
revenues attributable to our Electricity Segment for the six
months ended June 30, 2009 was 72.1%, as compared with
66.1% for the six months ended June 30, 2008.
Product
Segment
Total cost of revenues attributable to our Product Segment for
the six months ended June 30, 2009 was $51.5 million,
as compared with $23.8 million for the six months ended
June 30, 2008, which represented a
40
116.7% increase in total cost of revenues related to such
segment. This increase is attributable to the increase in our
product revenues. As a percentage of total Product Segment
revenues, our total cost of revenues attributable to this
segment for the six months ended June 30, 2009 was 66.9% as
compared with 83.9% for the six months ended June 30, 2008.
This decrease is attributable, in part, to a different product
mix and to a decrease in costs as a result of the global
decrease in commodities prices.
Research
and Development Expenses
Research and development expenses for the six months ended
June 30, 2009 were $3.3 million, as compared with
$1.5 million for the six months ended June 30, 2008,
which represented a 122.0% increase. Our research and
development activities during the period included:
(i) Enhanced Geothermal Systems (EGS); (ii) a REG
plant specifically designed to use the residual energy from the
vaporization process at a liquefied natural gas regasification
terminal; and (iii) development of a solar thermal system
for the production of electricity.
Selling
and Marketing Expenses
Selling and marketing expenses for the six months ended
June 30, 2009 were $7.5 million, as compared with
$5.5 million for the six months ended June 30, 2008,
which represented a 35.7% increase. The increase was due
primarily to an increase in Product Segment revenues. Selling
and marketing expenses for the six months ended June 30,
2009 constituted 3.8% of total revenues for such period, as
compared with 3.7% for the six months ended June 30, 2008.
General
and Administrative Expenses
General and administrative expenses for the six months ended
June 30, 2009 were $13.1 million, as compared with
$12.0 million for the six months ended June 30, 2008,
which represented a 9.7% increase. Such increase is primarily
attributable to a significant increase in bonus payments to
company personnel, including our general and administrative
staff, based on our performance. The bonus payment also affected
other operating expenses. General and administrative expenses
for the six months ended June 30, 2009 constituted 6.6% of
total revenues for such period, as compared with 8.0% for the
six months ended June 30, 2008.
Operating
Income
Operating income for the six months ended June 30, 2009 was
$35.9 million, as compared with $26.7 million for the
six months ended June 30, 2008. Such increase in operating
income was principally attributable to an increase in total
revenues as well as an increase in the gross margin of our
Product Segment. Operating income attributable to our
Electricity Segment for the six months ended June 30, 2009
was $21.2 million, as compared with $26.7 million for
the six months ended June 30, 2008. Operating income
attributable to our Product Segment for the six months ended
June 30, 2009 was $14.7 million, as compared with
$0.1 million for the six months ended June 30, 2008.
Interest
Income
Interest income for the six months ended June 30, 2009 was
$0.4 million, as compared with $2.1 million for the
six months ended June 30, 2008, which represented a 79.6%
decrease. The decrease is primarily due to a decrease in cash
and cash equivalents, marketable securities and restricted cash
as well as a decrease in interest rates payable on liquid
investments.
Interest
Expense, Net
Interest expense, net, for the six months ended June 30,
2009 was $7.7 million, as compared with $9.6 million
for the six months ended June 30, 2008, which represented a
20.0% decrease. The $1.9 million decrease is primarily due
to an increase of $4.3 million in interest capitalized to
projects as a result of increased projects under construction,
as well as principal repayments. The decrease was partially
offset by an
41
increase in interest expenses related to the sale of limited
liability company interests in OPC and interest expenses related
to our long-term project finance loans of the Olkaria III
and Amatitlan power plants and borrowings under our revolving
credit lines with banks.
Foreign
Currency Translation and Transaction Gains
(Losses)
Foreign currency translation and transaction gains for the six
months ended June 30, 2009 were $0.1 million, as
compared with foreign currency translation and transaction
losses of $1.5 million for the six months ended
June 30, 2008. The $1.6 million increase is primarily
due to foreign currency translation gains in the amount of
$1.3 million with respect to a loan denominated in New
Zealand dollars, which was granted to our New Zealand subsidiary
GDL, whose functional currency is the New Zealand dollar.
Income
Attributable to a Sale of Equity Interests
Income from the sale of limited liability company interests in
OPC to institutional equity investors (as described in OPC
Transaction) for the six months ended June 30, 2009
was $8.5 million, as compared to $8.2 million for the
six months ended June 30, 2008.
Income
Taxes
Income tax provision for the six months ended June 30, 2009
was $8.0 million, as compared with $4.7 million for
the six months ended June 30, 2008. The effective tax rate
for the six months ended June 30, 2009 and 2008 was 21.2%
and 18.2%, respectively. The increase in the effective tax rate
primarily resulted from a lower impact of production tax credits
on the effective tax rate for the period ended June 30,
2009 due to the increase in our income before income taxes.
Equity
in Income of Investees
Our participation in the income generated from our investees for
each of the six months ended June 30, 2009 and 2008 was
$0.9 million. The amount is derived mainly from our 50%
ownership of the Mammoth power plant.
Net
Income
Net income for the six months ended June 30, 2009 was
$30.5 million, as compared with $22.1 million for the
six months ended June 30, 2008, which represents an
increase of 38.1%. Such increase in net income was principally
attributable to: (i) an increase of $9.2 million in
our operating income; (ii) a $1.9 million decrease in
interest expense; (iii) an increase of $1.6 million in
foreign currency transaction and translation gains; and
(iv) a $0.4 million increase in income attributable to
a sale of equity interests. This was partially offset by:
(i) a $3.3 million increase in income tax provision;
and (ii) a $1.7 million decrease in interest income.
Liquidity
and Capital Resources
Our principal sources of liquidity have been derived from cash
flows from operations, the issuance of our common stock in
public and private offerings, proceeds from third party debt in
the form of borrowings under credit facilities, issuance by
Ormat Funding and OrCal Geothermal of their Senior Secured Notes
and project financing (including the Puna lease, the OPC
Transaction and the Olkaria III and Amatitlan loans
described below). We have utilized this cash to fund our
acquisitions, develop and construct power generation plants, and
meet our other cash and liquidity needs.
As of June 30, 2009, we have access to the following
sources of funds: (i) $46.0 million in cash and cash
equivalents; (ii) proceeds of $15.0 million which were
drawn on July 10, 2009 under the Olkaria III
refinancing described below; and (iii) $201.1 million
of unused corporate borrowing capacity under existing committed
lines of credit with different commercial banks. In addition, as
described below, in July 2009,
42
following the period of this report, we entered into two
long-term loan agreements of $20.0 million each with
financial institutions.
Our estimated capital needs for the rest of 2009 include
approximately $150.0 million for capital expenditures on
new projects in development or construction, exploration
activity, operating projects, and machinery and equipment, as
well as $21.6 million for debt repayment (including to our
parent).
We expect to finance these requirements with: (i) the
sources of liquidity described above; (ii) cash flows from
our operations; (iii) $40.0 million of proceeds from
loan agreements with financial institutions that we entered into
in July 2009; (iv) additional borrowing capacity under
future lines of credit with commercial banks that are under
negotiations; (v) future project financing and refinancing;
and (vi) cash grant available to us under the ARRA in
respect of the North Brawley power plant. Our management
believes that these sources will address our anticipated
liquidity, capital expenditures and other investment
requirements. Our shelf registration statement on
Form S-3,
which was declared effective on October 2, 2008, provides
us with the ability to raise additional capital of up to
$1.5 billion through the issuance of securities, subject to
market conditions.
Loan
Agreements with our Parent
In 2003, we entered into a loan agreement with Ormat Industries
Ltd. (our parent company), which was further amended on
September 20, 2004. Pursuant to this loan agreement, Ormat
Industries agreed to make a loan to us in one or more advances
not exceeding a total aggregate amount of $150.0 million.
The proceeds of the loan were used to fund our general corporate
activities and investments. We are required to repay the loan
and accrued interest in full and in accordance with an
agreed-upon
repayment schedule and in any event on or prior to June 5,
2010. Interest on the loan is calculated on the balance from the
date of the receipt of each advance until the date of payment
thereof at a fixed rate of 7.5% per annum. All computations of
interest are made by Ormat Industries on the basis of a year
consisting of 360 days. As of June 30, 2009, the
outstanding balance of the loan was approximately
$9.6 million, compared to $26.2 million, as of
December 31, 2008.
Third
Party Debt
Our third party debt is composed of two principal categories.
The first category consists of project finance debt or
acquisition financing that we or our subsidiaries have incurred
for the purpose of developing and constructing, refinancing or
acquiring our various projects, which are described under the
heading Non-Recourse and Limited-Recourse Third Party
Debt. The second category consists of debt incurred by us
or our subsidiaries for general corporate purposes, which are
described under the heading Full-Recourse Third Party
Debt.
Non-Recourse
and Limited-Recourse Third Party Debt
Ormat
Funding Senior Secured Notes Non Recourse
On February 13, 2004, Ormat Funding Corp. (OFC), one of our
subsidiaries, issued $190.0 million,
81/4% Senior
Secured Notes (OFC Senior Secured Notes) in an offering subject
to Rule 144A and Regulation S of the Securities Act of
1933, as amended, for the purpose of refinancing the acquisition
cost of the Brady, Ormesa and Steamboat 1/1A power plants, and
the financing of the acquisition cost of the Steamboat
2/3
power plants. The OFC Senior Secured Notes have a final maturity
date of December 30, 2020. Principal and interest on the
OFC Senior Secured Notes are payable in semi-annual payments
which commenced on June 30, 2004. The OFC Senior Secured
Notes are collateralized by substantially all of the assets of
OFC and those of its wholly owned subsidiaries and are fully and
unconditionally guaranteed by all of the wholly owned
subsidiaries of OFC. There are various restrictive covenants
under the OFC Senior Secured Notes, which include limitations on
additional indebtedness and payment of dividends. As of
June 30, 2009, OFC was in compliance with the covenants
under the OFC Senior Secured Notes. As of June 30, 2009,
there were $150.9 million of OFC Senior Secured Notes
outstanding.
43
OrCal
Geothermal Senior Secured Notes
Non-Recourse
On December 8, 2005, OrCal Geothermal Inc. (OrCal), one of
our subsidiaries, issued $165.0 million, 6.21% Senior
Secured Notes (OrCal Senior Secured Notes) in an offering
subject to Rule 144A and Regulation S of the
Securities Act of 1933, as amended, for the purpose of
refinancing the acquisition cost of the Heber power plants. The
OrCal Senior Secured Notes have been rated BBB- by Fitch. The
OrCal Senior Secured Notes have a final maturity date of
December 30, 2020. Principal and interest on the OrCal
Senior Secured Notes are payable in semi-annual payments that
commenced on June 30, 2006. The OrCal Senior Secured Notes
are collateralized by substantially all of the assets of OrCal
and those of its wholly owned subsidiaries and are fully and
unconditionally guaranteed by all of the wholly owned
subsidiaries of OrCal. There are various restrictive covenants
under the OrCal Senior Secured Notes, which include limitations
on additional indebtedness and payment of dividends. As of
June 30, 2009, OrCal was in compliance with the covenants
under the OrCal Senior Secured Notes. As of June 30, 2009,
there were $113.6 million of OrCal Senior Secured Notes
outstanding.
Olkaria III
Loan Non-Recourse
In March 2009, our wholly owned subsidiary, OrPower 4, Inc.
(OrPower 4), closed a project financing loan of
$105.0 million to refinance its investment in the
48 MW Olkaria III geothermal power plant located in
Kenya. We initially financed construction of Phase I and
Phase II of the project, as well as the drilling of wells,
with our own funds. The loan is provided by a group of European
Development Finance Institutions (DFIs) arranged by
DEG Deutsche Investitions-und
Entwicklungsgesellschaft mbH (DEG). The first disbursement of
$90.0 million was made on March 23, 2009 and the
second disbursement of $15.0 million was made on
July 10, 2009. The loan will mature on December 15,
2018, and will be payable in 19 equal semi-annual installments,
commencing December 15, 2009. Interest on the loan is
variable based on
6-month
LIBOR plus 4.0%, but we had the option to fix the interest rate
upon each disbursement. We fixed the interest rate on
$77.0 million of the loan at 6.90% per annum. There are
various restrictive covenants under the loan, which include
limitations on OrPower 4s ability to make distributions to
its shareholders. As of June 30, 2009, OrPower 4 was in
compliance with the covenants under the loan.
Amatitlan
Loan Non-Recourse
In May 2009, the Companys wholly owned subsidiary,
Ortitlan Limitada (Ortitlan), entered into a note purchase
agreement, in an aggregate principal amount of
$42.0 million to refinance its investment in the 20 MW
Amatitlan geothermal power plant located in Amatitlan,
Guatemala. We initially financed the construction of the
project, as well as the drilling of wells with corporate funds.
The loan was provided by TCW Global Project Funds II, Ltd.
(TCW). The loan will mature on June 15, 2016, and will be
payable in 28 quarterly installments, commencing
September 15, 2009. The annual interest rate on the loan is
9.83%, but the effective cost for us is approximately 8%, due to
the elimination, following the refinancing, of the political
risk insurance premiums that we had been paying on our equity
investment in the project. There are various restrictive
covenants under the loan, which include limitations on
Ortitlans ability to make distributions to its
shareholders. Management believes that as of June 30, 2009,
Ortitlan was in compliance with the covenants under the loan.
Senior
Loans from International Finance Corporation (IFC) and
Commonwealth Development Corporation (CDC) (The
Zunil Power Plant) Non-Recourse
Orzunil I de Electricidad, Limitada (Orzunil), a wholly owned
subsidiary in Guatemala, has senior loan agreements with IFC and
CDC. The loan from IFC, of which $4.0 million was
outstanding as of June 30, 2009, has a fixed annual
interest rate of 11.775%, and matures on November 15, 2011.
The loan from CDC, of which $3.2 million was outstanding as
of June 30, 2009, has a fixed annual interest rate of
10.300%, and matures on August 15, 2010. There are various
restrictive covenants under the Senior Loans, which include
limitations on Orzunils ability to make distributions to
its shareholders. As of June 30, 2009, Orzunil was in
compliance with the covenants under these senior loans.
44
Credit
Facility Agreement (The Momotombo Power Plant)
Limited Recourse
Ormat Momotombo Power Company (Momotombo), a wholly owned
subsidiary in Nicaragua, has a loan agreement with Bank
Hapoalim, of which $4.0 million was outstanding as of
June 30, 2009, bearing an interest rate of
3-month
LIBOR plus 2.375% per annum on tranche one of the loan and
3-month
LIBOR plus 3.0% per annum on tranche two of the loan. Tranche
one of the loan matures on September 5, 2010, and is
payable in 32 quarterly installments of $298,000 each and
tranche two of the loan matures on December 5, 2010, and is
payable in 28 quarterly installments of $424,000 each. There are
various restrictive covenants under this loan, which include
limitations on Momotombos ability to make distributions to
its shareholders. As of June 30, 2009, Momotombo was in
compliance with the covenants under the loan.
New
Financing of Our Projects
Financing
of the North Brawley Power Plant
As a result of the recent enactment of the ARRA, we intend to
refinance the equity invested in the North Brawley power
plant partially with a cash grant available to us under the ARRA
and with long-term debt. We have started to review possible debt
options in the capital market.
Full-Recourse
Third Party Debt
In December 2008, our subsidiary, Ormat Nevada Inc. (Ormat
Nevada), entered into an amendment of its credit agreement with
Union Bank, N.A., formerly known as Union Bank of California,
N.A. (Union Bank), extending the final maturity of the facility
and increasing its total amount to $37.5 million. Under the
credit agreement, Ormat Nevada can request extensions of credit
in the form of loans
and/or the
issuance of one or more letters of credit. Union Bank is
currently the sole lender and issuing bank under the credit
agreement, but is also designated as an administrative agent on
behalf of banks that may, from time to time in the future, join
the credit agreement as parties thereto. In connection with this
transaction, we have entered into a guarantee in favor of the
administrative agent for the benefit of the banks, pursuant to
which we agreed to guarantee Ormat Nevadas obligations
under the credit agreement. Ormat Nevadas obligations
under the credit agreement are otherwise unsecured by any of its
(or any of its subsidiaries) assets.
Loans and draws under the letters of credit (if any) under the
credit agreement will bear interest at the floating rate based
on the Eurodollar plus a margin. There are various restrictive
covenants under the credit agreement, which include maintaining
certain levels of tangible net worth, leverage ratio, minimum
coverage ratio, and a distribution coverage ratio. In addition,
there are restrictions on dividend distributions in the event of
a payment default or noncompliance with such ratios.
As of June 30, 2009, ten letters of credit in the amount of
$26.4 million remain issued and outstanding under this
credit agreement with Union Bank.
We also have credit agreements with five commercial banks for an
aggregate amount of $310.0 million. Under these credit
agreements, we or our Israeli subsidiary, Ormat Systems, can
request extensions of credit in the form of loans
and/or the
issuance of one or more letters of credit. Each of the credit
agreements has a term of three years.
Loans and draws under the credit agreements or under any letters
of credit will bear interest at the respective banks cost
of funds plus a margin. As of June 30, 2009, loans in the
amount of $120.0 million were outstanding under such credit
agreements.
Following the period covered by this report, in July 2009, we
entered into a
6-year loan
agreement of $20.0 million with a group of financial
institutions. The loan matures on July 16, 2015, is payable
in 12 semi-annual installments commencing January 16, 2010
and bears annual interest of 6.5%.
Also following the period covered by this report, in July 2009,
we entered into an
8-year loan
agreement of $20.0 million with a group of financial
institutions. The loan matures on August 1, 2017, is
payable in 12 semi-annual installments commencing
February 1, 2012 and bears interest at
6-month
LIBOR plus 5.0%.
45
Our obligations under the credit and loan agreements are
unsecured, but we are subject to a negative pledge in favor of
the banks and certain other restrictive covenants. These
include, among other things, a prohibition on: (i) creating
any floating charge or any permanent pledge, charge or lien over
our assets without obtaining the prior written approval of the
lender; (ii) guaranteeing the liabilities of any third
party without obtaining the prior written approval of the
lender; and (iii) selling, assigning, transferring,
conveying or disposing of all or substantially all of our
assets. In some cases, we have agreed to maintain certain
financial ratios such as a debt service coverage ratio and a
debt to equity ratio. 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.
Some of the credit and loan agreements contain cross-default
provisions with respect to other material indebtedness owed by
us to any third party.
We are currently in compliance with our covenants with respect
to these credit and loan agreements, and believe that the
restrictive covenants, financial ratios and other terms of any
of our (or Ormat Systems) full-recourse bank credit
agreements will not materially impact our business plan or plan
of operations.
Letters
of Credit
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.
Bank Hapoalim and Bank Leumi have issued such performance
letters of credit in favor of our customers from time to time.
As of June 30, 2009, Bank Hapoalim and Bank Leumi have
agreed to make available to us letters of credit totaling
$32.9 million and $25.8 million, respectively. As of
such date, Bank Hapoalim and Bank Leumi have issued letters of
credit in the amount of $19.3 million and
$25.8 million, respectively. These letters of credit were
not issued under the credit agreements discussed under
Full-Recourse Third Party Debt above and therefore
do not use up the of $310.0 million of credit available
under those agreements.
In addition, we and certain of our subsidiaries may request
letters of credit under the credit agreements with Union Bank
and five other commercial banks as described above under
Full-Recourse Third Party Debt. As of June 30,
2009, ten letters of credit in the amount of $26.4 million
remained issued and outstanding under the Union Bank credit
agreement
Puna
Project Lease Transactions
On May 19, 2005, our subsidiary in Hawaii, Puna Geothermal
Ventures (PGV), entered into a transaction involving the Puna
geothermal power plant located on the Big Island of Hawaii. The
transaction was concluded with financing parties by means of a
leveraged lease transaction. A secondary stage of the lease
transaction relating to two new geothermal wells that PGV
drilled in the second half of 2005 (for production and
injection) was completed on December 30, 2005. Pursuant to
a 31-year
head lease, PGV leased its geothermal power plant to the
abovementioned financing parties in return for deferred lease
payments by such financing parties to PGV in the aggregate
amount of $83.0 million.
OPC
Transaction
On June 7, 2007, our wholly owned subsidiary, Ormat Nevada,
entered into agreements with affiliates of Morgan
Stanley & Co. Incorporated and Lehman Brothers Inc.,
under which those investors purchased, for $71.8 million,
interests in a newly formed subsidiary of Ormat Nevada, OPC,
which owns our Desert Peak 2, Steamboat Hills and Galena 2 power
plants located in Nevada.
46
On April 17, 2008, a second closing of the transaction was
concluded. Under this second closing, Ormat Nevada transferred
the Galena 3 geothermal power plant to OPC, and received from
the institutional equity investors $63.0 million, net of
transaction costs.
Ormat Nevada will continue to operate and maintain the projects
and will receive initially all of the distributable cash flow
generated by the projects until it recovers the capital that it
has invested in the projects, while the investors will receive
substantially all of the production tax credits and the taxable
income or loss, and the distributable cash flow after Ormat
Nevada has recovered its capital. The investors return is
limited by the term of the transaction. Once the investors reach
a target after-tax yield on their investment in OPC (the Flip
Date), Ormat Nevada will receive 95% of both distributable cash
and taxable income and the investors will receive 5% of both
distributable cash and taxable income on a going forward basis.
Following the Flip Date, Ormat Nevada also has the option to buy
out the investors remaining interest in OPC at the
then-current fair market value or, if greater, the
investors capital account balances in OPC. Should Ormat
Nevada exercise this purchase option, it would thereupon revert
to being sole owner of the projects.
Liquidity
Impact of Uncertain Tax positions
As discussed in Note 14 to our Condensed Consolidated
Financial Statements set forth in Item 1 of this quarterly
report, we have a liability associated with unrecognized tax
benefits and related interest and penalties in the amount of
approximately $4.1 million as of June 30, 2009. This
liability is included in long-term liabilities in our
consolidated balance sheet, because we generally do not
anticipate that settlement of the liability will require payment
of cash within the next twelve months. We are not able to
reasonably estimate when we will make any cash payments required
to settle this liability, but do not believe that the ultimate
settlement of our obligations will materially effect our
liquidity.
Dividend
The following are the dividends declared by us during the past
two years:
|
|
|
|
|
|
|
|
|
|
|
Dividend Amount
|
|
|
|
|
|
Date Declared
|
|
per Share
|
|
|
Record Date
|
|
Payment Date
|
|
November 6, 2007
|
|
$
|
0.05
|
|
|
November 28, 2007
|
|
December 12, 2007
|
February 26, 2008
|
|
$
|
0.05
|
|
|
March 14, 2008
|
|
March 27, 2008
|
May 6, 2008
|
|
$
|
0.05
|
|
|
May 20, 2008
|
|
May 27, 2008
|
August 5, 2008
|
|
$
|
0.05
|
|
|
August 19, 2008
|
|
August 29, 2008
|
November 5, 2008
|
|
$
|
0.05
|
|
|
November 19, 2008
|
|
December 2, 2008
|
February 24, 2009
|
|
$
|
0.07
|
|
|
March 16, 2009
|
|
March 26, 2009
|
May 8, 2009
|
|
$
|
0.06
|
|
|
May 20, 2009
|
|
May 27, 2009
|
August 5, 2009
|
|
$
|
0.06
|
|
|
August 18, 2009
|
|
August 27, 2009
|
Historical
Cash Flows
The following table sets forth the components of our cash flows
for the relevant periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
Net cash provided by operating activities
|
|
$
|
55,332
|
|
|
$
|
49,624
|
|
Net cash used in investing activities
|
|
|
(158,402
|
)
|
|
|
(167,377
|
)
|
Net cash provided by financing activities
|
|
|
114,519
|
|
|
|
208,293
|
|
Translation adjustments on cash and cash equivalents
|
|
|
186
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
11,635
|
|
|
|
90,540
|
|
47
For the
Six Months ended June 30, 2009
Net cash provided by operating activities for the six months
ended June 30, 2009 was $55.3 million, as compared
with $49.6 million for the six months ended June 30,
2008. Such net increase of $5.7 million resulted primarily
from the increase in net income to $30.5 million in the six
months ended June 30, 2009, as compared with
$22.1 million in the six months ended June 30, 2008,
mainly as a result of the increase in the operating income, as
described above.
Net cash used in investing activities for the six months ended
June 30, 2009 was $158.4 million, as compared with
$167.4 million for the six months ended June 30, 2008.
The principal factors that affected our net cash used in
investing activities during the six months ended June 30,
2009 were capital expenditures of $147.6 million, primarily
for our facilities under construction and a $10.6 million
increase in restricted cash, cash equivalents and marketable
securities. The principal factors that affected our net cash
used in investing activities during the six months ended
June 30, 2008 were capital expenditures of
$177.9 million, primarily for our power facilities under
construction and a $3.1 million increase in restricted
cash, cash equivalents and marketable securities, offset by a
$12.6 million decrease in marketable securities.
Net cash provided by financing activities for the six months
ended June 30, 2009 was $114.5 million, as compared
with $208.3 million for the six months ended June 30,
2008. The principal factors that affected the net cash provided
by financing activities during the six months ended
June 30, 2009 were: (i) the proceeds of
$90.0 million from the Olkaria III Loans;
(ii) proceeds of $42.0 million from the Amatitlan
Loan; and (iii) $20.0 million drawn under revolving
lines of credit from banks, offset by: (i) the repayment of
debt to our parent in the amount of $16.6 million;
(ii) the repayment of long-term debt in the amount of
$10.9 million; and (iii) the payment of a dividend to
our shareholders in the amount of $5.9 million. The
principal factors that affected our net cash provided by
financing activities during the six months ended June 30,
2008 were: (i) the net proceeds of $149.7 million from
the sale of 3,100,000 shares in block trade; (ii) the
$33.3 million net proceeds from our sale of
693,750 shares to our parent; and (iii) the
$63.1 million in net proceeds received from the
institutional equity investors in OPC for the transfer of the
Galena 3 geothermal project to OPC, relating to the second
closing of the OPC Transaction, offset by: (i) the
repayment of long-term debt in the amount of $17.0 million,
(ii) the repayment of debt to our parent in the amount of
$16.6 million; and (iii) the payment of a dividend to
our shareholders in the amount of $4.4 million.
Capital
Expenditures
Our capital expenditures primarily relate to two principal
components: (i) the enhancement of our existing power
plants; and (ii) the development and construction of new
power plants. We expect that the following enhancements of our
existing power plants and the construction of new power plants
will be funded initially from internally generated cash or other
available corporate resources, which we expect to subsequently
refinance with limited or non-recourse debt at the project level.
Puna Project. An enhancement program
for the Puna project is intended to increase the output of the
project by an estimated 8 MW through the construction of
OEC units. We expect that such enhancement program will be
completed by the end of 2009 or 2010. We are in discussions with
Hawaii Electric Light Company for the sale of additional
electrical power from the Puna project.
OREG 2 Project. We have brought on line
two of the four units of the OREG 2 REG project along the
Northern Border natural gas pipeline, which have a net capacity
of 5.5 MW each. The remaining two units are expected to be
completed by the end of 2009.
East Brawley Project. We plan to
construct and have begun manufacturing equipment and exploration
drilling for an additional 30 MW power plant in the Brawley
Known Geothermal Resource Area in Imperial County, California,
adjacent to the North Brawley project. Completion of the project
was initially projected for the end of 2009. We are still
awaiting the required construction permits and therefore the
projects completion will be delayed until 2010.
GRE Project. We are developing a
5.3 MW recovered energy generation project for Great River
Energy, which will be located along the Northern Border pipeline
in Martin County, Minnesota. We signed a
20-year
48
power purchase agreement with Great River Energy. We expect this
facility to be commissioned by the end of 2009.
Jersey Valley Project. We are currently
developing the Jersey Valley project on Bureau of Land
Management leases located in Nevada. The project is expected to
deliver between 18 MW to 30 MW of power generation
under a
20-year
power purchase agreement with NV Energy, Inc. We expect this
project to be completed by the end of 2010.
We have budgeted approximately $353 million for the
projects described above and have invested approximately
$121 million of such budget as of June 30, 2009, and
expect to invest approximately $103 million in the rest of
2009.
In addition to the above projects, our operating power plants
have capital expenditure requirements for 2009 of approximately
$2 million. We plan to start other construction and
enhancement of additional projects for a total amount of
$2 million and we have various leases for geothermal
resources, in which we have started exploration activity, for a
total investment amount of approximately $15 million for
the rest of 2009.
In addition, in order to finalize the construction of the North
Brawley power plant we plan to invest approximately
$28 million in such power plant in the rest of 2009.
Exposure
to Market Risks
The recent worldwide financial and credit crisis has reduced the
availability of liquidity and credit to fund the continuation
and expansion of industrial business operations worldwide.
While, based on current conditions, we believe that we have
sufficient financial resources to fund our activities and
execute our business plan in 2009, if worldwide economic
conditions worsen, the cost of obtaining financing for our
project needs may increase significantly or such financing may
not be available at all. In addition, a prolonged economic
slowdown could reduce worldwide demand for energy, including our
geothermal energy, REG and other products.
One market risk to which power plants are typically exposed is
the volatility of electricity prices. Our exposure to such
market risk is limited currently because our long-term power
purchase agreements have fixed or escalating rate provisions
that limit our exposure to changes in electricity prices.
However, beginning in May 2012, the energy payments under the
power purchase agreements for the Heber 1 and 2 power plants,
the Ormesa complex and the Mammoth power plants will be
determined by reference to the relevant power purchasers
short run avoided costs. The decline in oil prices that impact
Hawaii Electric Light Companys avoided costs reduced the
energy rates for the Puna plant and may reduce it further if oil
prices continue to decline. However, the energy rates in the
Puna power plant are higher than the floor under the Puna power
purchase agreement. As of June 30, 2009, 74.5% of our
consolidated long-term debt (including amounts owed to our
parent) was in the form of fixed rate securities, and therefore,
not subject to interest rate volatility risk. As of such date,
25.5% of our debt was in the form of a floating rate instrument,
exposing us to changes in interest rates in connection
therewith. As of June 30, 2009, $137.0 million of our
debt remained subject to some floating rate risk.
We currently maintain our surplus cash in short-term,
interest-bearing bank deposits, money market securities,
commercial paper (with a minimum investment grade rating of AA
by Standard & Poors Ratings Services).
Our cash equivalents and our portfolio of marketable securities
are subject to market risk due to changes in interest rates.
Fixed rate securities may have their market value adversely
impacted due to a rise in interest rates, while floating rate
securities may produce less income than expected if interest
rates fall. Due in part to these factors, our future investment
income may fall short of expectation due to changes in interest
rates or we may suffer losses in principal if we are forced to
sell securities that decline in market value due to changes in
interest rates. However because we classify our debt securities
as
available-for-sale,
no gains or losses are recognized due to changes in interest
rates unless such securities are sold prior to maturity or
declines in fair value are determined to be
other-than-temporary.
Auction rate securities are securities that are structured with
short-term interest rate reset dates of generally less than
ninety days but with contractual maturities that can be
49
well in excess of ten years. At the end of each reset period,
which depending on the security can occur on a daily, weekly, or
monthly basis, investors can sell or continue to hold the
securities at par. These securities are subject to fluctuations
in fair value depending on the supply and demand at each auction.
Another market risk to which we are exposed is primarily related
to potential adverse changes in foreign currency exchange rates,
in particular the fluctuation of the U.S. dollar versus the
New Israeli Shekel (NIS). Risks attributable to fluctuations in
currency exchange rates can arise when any of our foreign
subsidiaries borrows funds or incurs operating or other expenses
in one type of currency but receives revenues in another. In
such cases, an adverse change in exchange rates can reduce such
subsidiarys ability to meet its debt service obligations,
reduce the amount of cash and income we receive from such
foreign subsidiary, or increase such subsidiarys overall
expenses. 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 power purchase agreements in the international
markets are either U.S. dollar-denominated or linked to the
U.S. dollar. 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 sale contract in the currency in which the
expenses are incurred. Through most of 2008, we did not use any
material foreign currency exchange contracts or other derivative
instruments to reduce our exposure to this risk. Currently, we
have forward and option contracts in place to reduce our foreign
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. We do not believe that our exchange rate exposure has
or will have a material adverse effect on our financial
condition, results of operations or cash flows.
Concentration
of Credit Risk
Our credit risk is currently concentrated with a limited number
of major customers: Southern California Edison, Hawaii Electric
Light Company, and Sierra Pacific Power Company and Nevada Power
Company (subsidiaries of NV Energy, Inc.). If any of these
electric utilities fails to make payments under its power
purchase agreements with us, such failure would have a material
adverse impact on our financial condition.
Southern California Edison accounted for 21.1% and 30.7% of our
total revenues for the three months ended June 30, 2009 and
2008, respectively, and 19.5% and 30.5% of our total revenues
for the six months ended June 30, 2009 and 2008,
respectively. Southern California Edison is also the power
purchaser and revenue source for our Mammoth power plants, which
we account for separately under the equity method of accounting.
Hawaii Electric Light Company accounted for 4.9% and 16.5% of
our total revenues for the three months ended June 30, 2009
and 2008, respectively, and 7.4% and 18.6% of our total revenues
for the six months ended June 30, 2009 and 2008,
respectively.
Sierra Pacific Power Company and Nevada Power Company accounted
for 12.0% and 12.4% of our total revenues for the three months
ended June 30, 2009 and 2008, respectively, and 12.8% and
13.5% of our total revenues for the six months ended
June 30, 2009 and 2008, respectively.
Government
Grants and Tax Benefits
On February 17, 2009, President Obama signed into law the
ARRA, which extended the existing tax subsidy for companies that
use geothermal steam or fluid to generate electricity. The
existing tax subsidy is a production tax credit,
which in 2009 is 2.1 cents per kWh and is adjusted annually for
inflation. The production tax credit may be claimed for ten
years on the electricity output of new geothermal power plants
put into service by December 31, 2013. The ARRA also allows
companies that generate electricity from certain renewable
sources, including geothermal steam or fluid, to forego the
production tax credit and elect instead a one-time investment
tax credit equal to 30% of the cost of the renewable energy
production facility. The investment tax credit is claimed when
the qualifying facility is placed in service for federal income
tax purposes. The owner of the project must choose between the
production tax credit and the 30% investment tax credit
described above. In either case, under current tax rules, any
unused tax credit has a
1-year carry
back and a
20-year
carry forward. Whether we claim the production tax credit or the
investment tax credit, we are
50
also permitted to depreciate most of the plant for tax purposes
over five years on an accelerated basis, meaning that more of
the cost maybe deducted in the first few years than during the
remainder of the depreciation period. For certain projects that
we place into service in 2009, we may be able to claim a
depreciation bonus that, in addition to accelerated
depreciation, would permit us to deduct 50% of the plant cost in
2009. If we claim the investment tax credit, our tax
base in the plant that we can recover through depreciation
and the depreciation bonus must be reduced by half of the tax
credit; if we claim a production tax credit; there is no
reduction in the tax basis for depreciation. Companies that
begin construction on qualifying energy facilities during 2009
or 2010 (and complete such facilities no later than 2013), or
place qualifying facilities in service during 2009 or 2010, may
choose to apply for a cash grant from the U.S. Department
of Treasury in an amount equal to the investment tax credit.
Under the ARRA, the U.S. Department of Treasury is
instructed to pay the cash grant within 60 days of the
application or the date on which the qualifying facility is
placed in service. We believe that a number of our new
geothermal plants may qualify for the cash grant from the
Department of Treasury. Although some questions remain open
regarding the scope of the new subsidies under the ARRA, we
expect them to lead to increased sources of capital for our
business.
Production of electricity from geothermal resources is also
supported under the new Temporary Program For Rapid
Deployment of Renewable Energy and Electric Power Transmission
Projects established with the U.S. Department of
Energy as part of the Department of Energys existing
Innovative Technology Loan Guarantee Program. The new program:
(i) extends the scope of the existing federal loan
guarantee program to cover renewable energy projects, renewable
energy component manufacturing facilities and electricity
transmission projects that embody established commercial, as
well as innovative, technologies; and (ii) provides an
appropriation to cover the credit subsidy costs of
such projects (meaning the estimated average costs to the
federal government from issuing the loan guarantee, equivalent
to a lending banks loan loss reserve.
To be eligible for a guarantee under the new program, a
supported project must break ground, and the guarantee must be
issued, by September 30, 2011. A project supported by the
federal guarantee under the new program must pay prevailing
federal wages.
Based on the appropriation of $6 billion dollars to pay the
credit subsidy costs of guarantees issued under the new program,
it is likely that between $60 billion to $120 billion
of financing (assuming average subsidy requirements between 10%
and 5%, respectively) will be available to eligible projects,
including geothermal power plants.
Our subsidiary, Ormat Systems, received Benefited
Enterprise status under Israels Law for
Encouragement of Capital Investments, 1959 (the Investment Law),
with respect to two of its investment programs. As a Benefited
Enterprise, Ormat Systems was exempt from Israeli income taxes
with respect to income derived from the first benefited
investment for a period of two years that started in 2004, and
thereafter such income is subject to reduced Israeli income tax
rates of 25% for an additional five years. Ormat Systems is also
exempt from Israeli income taxes with respect to income derived
from the second benefited investment for a period of two years
that started in 2007, and thereafter such income is subject to
reduced Israeli income tax rates of 25% for an additional five
years. These benefits are subject to certain conditions,
including among other things, that all transactions between
Ormat Systems and our affiliates are at arms length, and that
the management and control of Ormat Systems will be from Israel
during the whole period of the tax benefits. A change in control
should be reported to the Israeli Tax Authorities in order to
maintain the tax benefits. In addition, as an industrial
company, Ormat Systems is entitled to accelerated depreciation
on equipment used for its industrial activities. Under the
provisions of certain tax regulations published in Israel in
2005, industrial companies whose operations are mostly
Eligible Operations are entitled to claim
accelerated depreciation at the rate of 100% on machinery and
equipment acquired from July 1, 2005 to December 31,
2006. Accelerated depreciation is to be claimed over two years.
In the year in which the equipment was acquired, the regular
depreciation rate is to be claimed, with the remainder to be
claimed in the second year. Under the provisions of certain tax
regulations published in Israel in July 2008, industrial
companies whose operations are mostly Eligible
Operations are entitled to claim accelerated depreciation
at the rate of 50% on machinery and equipment acquired from
June 1, 2008 to May 31, 2009 and placed in service at
the later of six months after acquisition or before May 31,
2009.
51
|
|
ITEM 3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
We incorporate by reference the information appearing under
Exposure to Market Risks and Concentration of
Credit Risk in Part I, Item 2 of this quarterly
report on
Form 10-Q.
|
|
ITEM 4.
|
CONTROLS
AND PROCEDURES
|
|
|
a.
|
Evaluation
of disclosure controls and procedures
|
Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness
of our disclosure controls and procedures to ensure that the
information required to be disclosed in our filings pursuant to
Rule 13a-15
under the Securities and Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange
Commissions rules and forms and to ensure that such
information is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial
Officer as appropriate to allow timely decisions regarding
required disclosure. Based on that evaluation as of
June 30, 2009, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls
and procedures (as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Securities Exchange Act of 1934, as amended) were
effective.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
|
|
b.
|
Changes
in internal controls over financial reporting
|
There were no changes in our internal controls over financial
reporting in the second quarter of 2009 that have materially
affected or are reasonably likely to materially affect our
internal controls over financial reporting.
PART II
OTHER INFORMATION
|
|
ITEM 1.
|
LEGAL
PROCEEDINGS
|
There were no material developments in any legal proceedings to
which the Company is a party during the three months period
ended June 30, 2009.
From time to time, we (and our subsidiaries) are a party to
various lawsuits, claims and other legal and regulatory
proceedings that arise in the ordinary course of our (and their)
business. These actions typically seek, among other things,
compensation for alleged personal injury, breach of contract,
property damage, punitive damages, civil penalties or other
losses, or injunctive or declaratory relief. With respect to
such lawsuits, claims and proceedings, we accrue reserves in
accordance with accounting principles generally accepted in the
U.S. We do not believe that any of these proceedings,
individually or in the aggregate, would materially and adversely
affect our business, financial condition, future results and
cash flows.
A comprehensive discussion of our risk factors is included in
the Risk Factors section of our annual report on
Form 10-K
for the year ended December 31, 2008 filed with the SEC on
March 2, 2009.
52
|
|
ITEM 2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
There were no unregistered sales of equity securities of the
Company during the second fiscal quarter of 2009.
|
|
ITEM 3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
Our management believes that we are currently in compliance with
our covenants with respect to our third-party debt.
|
|
ITEM 4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
On May 8, 2009, we held our Annual Meeting of Stockholders.
The three directors whose terms expired at the meeting, Yehudit
Bronicki, Jacob J. Worenklein and Robert F. Clarke, were each
re-elected by vote of the stockholders at such meeting. In
addition, the stockholders voted to ratify the appointment of
PricewaterhouseCoopers LLP as our independent auditor for fiscal
year 2009.
The results of the votes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes Against/
|
|
|
|
|
|
Broker
|
|
Proposal
|
|
Votes For
|
|
|
Withheld
|
|
|
Abstentions
|
|
|
Non-Vote
|
|
|
Election of Director Yehudit Bronicki
|
|
|
34,106,003
|
|
|
|
5,975,323
|
|
|
|
None
|
|
|
|
None
|
|
Election of Director Jacob J. Worenklein
|
|
|
39,799,214
|
|
|
|
282,112
|
|
|
|
None
|
|
|
|
None
|
|
Election of Director Robert F. Clarke
|
|
|
39,799,214
|
|
|
|
309,301
|
|
|
|
None
|
|
|
|
None
|
|
Ratification of appointment of PricewaterhouseCoopers LLP
|
|
|
35,256,819
|
|
|
|
181,941
|
|
|
|
None
|
|
|
|
None
|
|
|
|
ITEM 5.
|
OTHER
INFORMATION
|
None.
|
|
ITEM 6.
|
EXHIBITS
[to update]
|
|
|
|
|
|
Exhibit No.
|
|
Document
|
|
|
3
|
.1
|
|
Second Amended and Restated Certificate of Incorporation,
incorporated by reference to Exhibit 3.1 to Ormat Technologies,
Inc. Registration Statement on Form S-1 (File No. 333-117527) to
the Securities and Exchange Commission on July 20, 2004.
|
|
3
|
.2
|
|
Third Amended and Restated By-laws, incorporated by reference to
Exhibit 3.2 to Ormat Technologies, Inc. Current Report on Form
8-K to the Securities and Exchange Commission on February 26,
2009.
|
|
3
|
.3
|
|
Amended and Restated Limited Liability Company Agreement of OPC
LLC dated June 7, 2007, by and among Ormat Nevada Inc., Morgan
Stanley Geothermal LLC, and Lehman-OPC LLC, incorporated by
reference to Exhibit 3.1 to Ormat Technologies, Inc. Current
Report on Form 8-K to the Securities and Exchange Commission on
June 13, 2007.
|
|
4
|
.3
|
|
Form of Rights Agreement by and between Ormat Technologies, Inc.
and American Stock Transfer & Trust Company, incorporated
by reference to Exhibit 4.3 to Ormat Technologies, Inc.
Registration Statement Amendment No. 2 on Form S-1 (File No.
333-117527) to the Securities and Exchange Commission on October
22, 2004.
|
|
4
|
.4
|
|
Indenture for Senior Debt Securities, dated as of January 16,
2006, between Ormat Technologies, Inc. and Union Bank of
California, incorporated by reference to Exhibit 4.2 to Ormat
Technologies, Inc. Registration Statement Amendment No. 1 on
Form S-3 (File No. 333-131064) to the Securities and Exchange
Commission on January 26, 2006.
|
|
4
|
.5
|
|
Indenture for Subordinated Debt Securities, dated as of January
16, 2006, between Ormat Technologies, Inc. and Union Bank of
California, incorporated by reference to Exhibit 4.3 to Ormat
Technologies, Inc. Registration Statement Amendment No. 1 on
Form S-3 (File No. 333-131064) to the Securities and Exchange
Commission on January 26, 2006.
|
53
|
|
|
|
|
Exhibit No.
|
|
Document
|
|
|
10
|
.23
|
|
Note Purchase Agreement, dated as of may 18, 2009 among Ortitlan
Limitada and TCW Global Project Fund II, Ltd., incorporated by
reference to Exhibit 10.23 to Ormat Technologies, Inc. Current
Report on Form 8-K to the Securities and Exchange Commission on
May 21, 2009.
|
|
31
|
.1
|
|
Certification of the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
31
|
.2
|
|
Certification of the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
32
|
.1
|
|
Certification of the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
32
|
.2
|
|
Certification of the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.
|
54
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ORMAT TECHNOLOGIES, INC.
Name: Joseph Tenne
|
|
|
|
Title:
|
Chief Financial Officer
|
Date: August 5, 2009
55
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Document
|
|
|
3
|
.1
|
|
Second Amended and Restated Certificate of Incorporation,
incorporated by reference to Exhibit 3.1 to Ormat Technologies,
Inc. Registration Statement on Form S-1 (File No. 333-117527) to
the Securities and Exchange Commission on July 20, 2004.
|
|
3
|
.2
|
|
Third Amended and Restated By-laws, incorporated by reference to
Exhibit 3.2 to Ormat Technologies, Inc. Current Report on Form
8-K to the Securities and Exchange Commission on February 26,
2009.
|
|
3
|
.3
|
|
Amended and Restated Limited Liability Company Agreement of OPC
LLC dated June 7, 2007, by and among Ormat Nevada Inc., Morgan
Stanley Geothermal LLC, and Lehman-OPC LLC, incorporated by
reference to Exhibit 3.1 to Ormat Technologies, Inc. Current
Report on Form 8-K to the Securities and Exchange Commission on
June 13, 2007.
|
|
4
|
.3
|
|
Form of Rights Agreement by and between Ormat Technologies, Inc.
and American Stock Transfer & Trust Company, incorporated
by reference to Exhibit 4.3 to Ormat Technologies, Inc.
Registration Statement Amendment No. 2 on Form S-1 (File No.
333-117527) to the Securities and Exchange Commission on October
22, 2004.
|
|
4
|
.4
|
|
Indenture for Senior Debt Securities, dated as of January 16,
2006, between Ormat Technologies, Inc. and Union Bank of
California, incorporated by reference to Exhibit 4.2 to Ormat
Technologies, Inc. Registration Statement Amendment No. 1 on
Form S-3 (File No. 333-131064) to the Securities and Exchange
Commission on January 26, 2006.
|
|
4
|
.5
|
|
Indenture for Subordinated Debt Securities, dated as of January
16, 2006, between Ormat Technologies, Inc. and Union Bank of
California, incorporated by reference to Exhibit 4.3 to Ormat
Technologies, Inc. Registration Statement Amendment No. 1 on
Form S-3 (File No. 333-131064) to the Securities and Exchange
Commission on January 26, 2006.
|
|
10
|
.23
|
|
Note Purchase Agreement, dated as of may 18, 2009 among Ortitlan
Limitada and TCW global Project Fund II, Ltd., incorporated by
reference to Exhibit 10.23 to Ormat Technologies, Inc. Current
Report on Form 8-K to the Securities and Exchange Commission on
May 21, 2009.
|
|
31
|
.1
|
|
Certification of the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
31
|
.2
|
|
Certification of the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
32
|
.1
|
|
Certification of the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
32
|
.2
|
|
Certification of the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.
|
56