FORM 10-Q
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, 2008
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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 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 o
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Accelerated
filer þ
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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)
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
45,331,395 par value $0.001 per share.
ORMAT
TECHNOLOGIES, INC
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2008
2
Certain
Definitions
Unless the context otherwise requires, all references in this
quarterly report to Ormat, the Company,
we, us, our company,
Ormat Technologies or our refer to Ormat
Technologies, Inc. and its consolidated subsidiaries.
3
PART I
UNAUDITED FINANCIAL INFORMATION
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ITEM 1.
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CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
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ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June 30,
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December 31,
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2008
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2007
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(in thousands)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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137,767
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$
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47,227
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Marketable securities
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13,489
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Restricted cash, cash equivalents and marketable securities
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33,156
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29,236
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Receivables:
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Trade
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52,461
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46,519
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Related entity
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602
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385
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Other
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13,176
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9,008
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Due from Parent
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668
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253
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Inventories, net
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13,391
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10,312
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Costs and estimated earnings in excess of billings on
uncompleted contracts
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1,560
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3,608
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Deferred income taxes
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1,784
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1,732
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Prepaid expenses and other
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8,721
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7,059
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Total current assets
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263,286
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168,828
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Long-term marketable securities
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3,142
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2,762
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Restricted cash, cash equivalents and marketable securities
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4,313
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5,605
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Unconsolidated investments
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29,306
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30,560
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Deposits and other
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18,669
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15,294
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Deferred income taxes
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11,888
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12,427
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Property, plant and equipment, net
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820,018
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743,386
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Construction-in-process
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320,249
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234,014
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Deferred financing and lease costs, net
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13,195
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14,044
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Intangible assets, net
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46,429
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47,989
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Total assets
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$
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1,530,495
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$
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1,274,909
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Liabilities and Stockholders Equity
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Current liabilities:
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Accounts payable and accrued expenses
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$
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87,778
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$
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75,836
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Billings in excess of costs and estimated earnings on
uncompleted contracts
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15,409
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4,818
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Current portion of long-term debt:
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Limited and non-recourse
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6,484
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7,667
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Full recourse
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1,000
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Senior secured notes (non-recourse)
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21,655
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25,475
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Due to Parent, including current portion of notes payable to
Parent
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31,870
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31,695
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Total current liabilities
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163,196
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146,491
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Long-term debt, net of current portion:
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Limited and non-recourse
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11,202
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14,490
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Senior secured notes (non-recourse)
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266,136
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273,840
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Notes payable to Parent, net of current portion
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9,600
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26,200
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Deferred lease income
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74,856
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76,198
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Deferred income taxes
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22,325
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20,680
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Liability for unrecognized tax benefits
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5,817
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5,330
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Liabilities for severance pay
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19,204
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15,201
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Asset retirement obligation
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14,153
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13,014
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Total liabilities
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586,489
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591,444
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Minority interest
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123,306
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65,382
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Commitments and contingencies
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Stockholders equity:
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Common stock, par value $0.001 per share;
200,000,000 shares authorized; 45,331,395 and
41,530,071 shares issued and outstanding, respectively
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45
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41
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Additional paid-in capital
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698,433
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513,109
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Retained earnings
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121,393
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103,545
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Accumulated other comprehensive income
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829
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1,388
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Total stockholders equity
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820,700
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618,083
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Total liabilities and stockholders equity
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$
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1,530,495
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$
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1,274,909
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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 June 30,
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Six Months Ended June 30,
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2008
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2007
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2008
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2007
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(in thousands, except per share data)
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(in thousands, except per share data)
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Revenues:
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Electricity:
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|
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Energy and capacity
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$
|
23,716
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$
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24,490
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$
|
48,951
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$
|
44,400
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Lease portion of energy and capacity
|
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|
37,386
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|
|
30,198
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|
70,999
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|
|
|
53,275
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|
Lease income
|
|
|
672
|
|
|
|
672
|
|
|
|
1,343
|
|
|
|
1,343
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|
|
|
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|
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Total electricity
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|
61,774
|
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|
|
55,360
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|
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|
121,293
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|
|
|
99,018
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|
Products
|
|
|
18,447
|
|
|
|
28,692
|
|
|
|
28,315
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|
|
|
46,781
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|
|
|
|
|
|
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|
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|
|
|
|
|
|
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Total revenues
|
|
|
80,221
|
|
|
|
84,052
|
|
|
|
149,608
|
|
|
|
145,799
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy and capacity
|
|
|
21,275
|
|
|
|
20,421
|
|
|
|
42,950
|
|
|
|
43,785
|
|
Lease portion of energy and capacity
|
|
|
18,921
|
|
|
|
13,597
|
|
|
|
34,611
|
|
|
|
28,644
|
|
Lease expense
|
|
|
1,310
|
|
|
|
1,310
|
|
|
|
2,621
|
|
|
|
2,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total electricity
|
|
|
41,506
|
|
|
|
35,328
|
|
|
|
80,182
|
|
|
|
75,050
|
|
Products
|
|
|
15,704
|
|
|
|
24,214
|
|
|
|
23,754
|
|
|
|
40,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues
|
|
|
57,210
|
|
|
|
59,542
|
|
|
|
103,936
|
|
|
|
115,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Gross margin
|
|
|
23,011
|
|
|
|
24,510
|
|
|
|
45,672
|
|
|
|
30,611
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
785
|
|
|
|
1,061
|
|
|
|
1,481
|
|
|
|
1,765
|
|
Selling and marketing expenses
|
|
|
2,020
|
|
|
|
3,822
|
|
|
|
5,539
|
|
|
|
5,808
|
|
General and administrative expenses
|
|
|
5,925
|
|
|
|
5,162
|
|
|
|
11,952
|
|
|
|
10,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
14,281
|
|
|
|
14,465
|
|
|
|
26,700
|
|
|
|
12,129
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
1,052
|
|
|
|
1,621
|
|
|
|
2,098
|
|
|
|
3,036
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
(914
|
)
|
|
|
(1,514
|
)
|
|
|
(2,000
|
)
|
|
|
(3,147
|
)
|
Other
|
|
|
(6,078
|
)
|
|
|
(6,430
|
)
|
|
|
(12,402
|
)
|
|
|
(14,045
|
)
|
Less amount capitalized
|
|
|
4,125
|
|
|
|
874
|
|
|
|
7,932
|
|
|
|
2,340
|
|
Foreign currency translation and transaction gains (losses)
|
|
|
(1,359
|
)
|
|
|
41
|
|
|
|
(1,542
|
)
|
|
|
(675
|
)
|
Impairment of auction rate securities
|
|
|
|
|
|
|
|
|
|
|
(328
|
)
|
|
|
|
|
Other non-operating income (expense)
|
|
|
309
|
|
|
|
(4
|
)
|
|
|
349
|
|
|
|
348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes, minority interest and equity
in income of investees
|
|
|
11,416
|
|
|
|
9,053
|
|
|
|
20,807
|
|
|
|
(14
|
)
|
Income tax benefit (provision)
|
|
|
(2,613
|
)
|
|
|
(1,992
|
)
|
|
|
(4,684
|
)
|
|
|
3
|
|
Minority interest
|
|
|
2,950
|
|
|
|
305
|
|
|
|
5,155
|
|
|
|
305
|
|
Equity in income of investees
|
|
|
408
|
|
|
|
1,181
|
|
|
|
947
|
|
|
|
2,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
12,161
|
|
|
|
8,547
|
|
|
|
22,225
|
|
|
|
2,706
|
|
Other comprehensive income, net of related taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of unrealized gains in respect of derivative
instruments designated for cash flow hedge
|
|
|
(74
|
)
|
|
|
(81
|
)
|
|
|
(149
|
)
|
|
|
(164
|
)
|
Change in unrealized gains or losses on marketable securities
available-for-sale
|
|
|
(136
|
)
|
|
|
(78
|
)
|
|
|
(410
|
)
|
|
|
(44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
11,951
|
|
|
$
|
8,388
|
|
|
$
|
21,666
|
|
|
$
|
2,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic and diluted
|
|
$
|
0.28
|
|
|
$
|
0.22
|
|
|
$
|
0.52
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in computation of
earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
43,828
|
|
|
|
38,123
|
|
|
|
42,995
|
|
|
|
38,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
43,978
|
|
|
|
38,255
|
|
|
|
43,127
|
|
|
|
38,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend per share declared
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.10
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are in integral part of these condensed
consolidated financial statements.
5
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(Unaudited)
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Accumulated
|
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Additional
|
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Other
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Common Stock
|
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Paid-in
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Retained
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Comprehensive
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Shares
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Amount
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Capital
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Earnings
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Income
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Total
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(in thousands, except per share data)
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Balance at December 31, 2007
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41,530
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$
|
41
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|
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$
|
513,109
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$
|
103,545
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$
|
1,388
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$
|
618,083
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Stock-based compensation
|
|
|
|
|
|
|
|
|
|
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2,074
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|
|
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2,074
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|
Cash dividend declared, $0.10 per share
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(4,377
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)
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(4,377
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)
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Issuance of shares of common stock in a block trade transaction
|
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3,100
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3
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149,652
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149,655
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Issuance of unregistered shares of common stock to the Parent in
a private placement
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694
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1
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33,314
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|
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33,315
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Exercise of options by employees
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7
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216
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216
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Tax benefit on exercise of options by employees
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68
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68
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|
Net income
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|
|
|
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22,225
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22,225
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Other comprehensive loss, net of related taxes:
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|
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|
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|
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|
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Amortization of unrealized gains in respect of derivative
instruments designated for cash flow hedge (net of related tax
of $92,000)
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(149
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)
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(149
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)
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Change in unrealized gains or losses on marketable securities
available-for-sale (net of related tax of $251,000)
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(410
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)
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(410
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)
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|
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|
|
|
|
|
|
|
|
|
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|
|
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|
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Balance at June 30, 2008
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45,331
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|
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$
|
45
|
|
|
$
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698,433
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|
|
$
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121,393
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|
|
$
|
829
|
|
|
$
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820,700
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
6
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended June 30,
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2008
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2007
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(in thousands)
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Cash flows from operating activities:
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|
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|
|
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Net income
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$
|
22,225
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|
|
$
|
2,706
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|
Adjustments to reconcile net income to net cash provided by
operating activities:
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|
|
|
|
|
|
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Depreciation and amortization
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27,840
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24,538
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|
Accretion of asset retirement obligation
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|
509
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|
|
|
629
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|
Stock-based compensation
|
|
|
2,074
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|
|
|
1,605
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|
Amortization of deferred lease income
|
|
|
(1,342
|
)
|
|
|
(1,343
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)
|
Minority interest
|
|
|
(5,155
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)
|
|
|
(305
|
)
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Equity in income of investees
|
|
|
(947
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)
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|
|
(2,412
|
)
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Impairment of auction rate securities
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|
|
328
|
|
|
|
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|
Distributions from unconsolidated investments
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|
|
1,317
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|
|
|
4,081
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|
Changes in unrealized loss in respect of derivative instruments,
net
|
|
|
|
|
|
|
67
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|
Loss (gain) on severance pay fund asset
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|
|
(2,740
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)
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|
|
29
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|
Deferred income tax provision (benefit)
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|
|
1,934
|
|
|
|
(2,614
|
)
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Liability for unrecognized tax benefits
|
|
|
487
|
|
|
|
168
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivables
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|
|
(10,110
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)
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|
|
(14,216
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)
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Costs and estimated earnings in excess of billings on
uncompleted contracts
|
|
|
2,048
|
|
|
|
3,198
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|
Inventories, net
|
|
|
(3,079
|
)
|
|
|
(2,268
|
)
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Prepaid expenses and other
|
|
|
(1,662
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)
|
|
|
(857
|
)
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Deposits and other
|
|
|
(178
|
)
|
|
|
(399
|
)
|
Accounts payable and accrued expenses
|
|
|
1,938
|
|
|
|
(2,831
|
)
|
Due from/to related entities, net
|
|
|
(217
|
)
|
|
|
758
|
|
Billings in excess of costs and estimated earnings on
uncompleted contracts
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|
|
10,591
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|
|
|
2,157
|
|
Liabilities for severance pay
|
|
|
4,003
|
|
|
|
102
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|
Due from/to Parent
|
|
|
(240
|
)
|
|
|
1,889
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
49,624
|
|
|
|
14,682
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|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Distributions from unconsolidated investments
|
|
|
1,433
|
|
|
|
800
|
|
Marketable securities, net
|
|
|
12,589
|
|
|
|
48,502
|
|
Net change in restricted cash, cash equivalents and marketable
securities
|
|
|
(3,101
|
)
|
|
|
(17,933
|
)
|
Capital expenditures
|
|
|
(177,905
|
)
|
|
|
(69,353
|
)
|
Intangible asset acquired
|
|
|
|
|
|
|
(1,150
|
)
|
Decrease (increase) in severance pay fund asset, net
|
|
|
(457
|
)
|
|
|
189
|
|
Repayment from unconsolidated investment
|
|
|
64
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(167,377
|
)
|
|
|
(38,882
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Due to Parent, net
|
|
|
(16,600
|
)
|
|
|
(16,600
|
)
|
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
|
|
|
216
|
|
|
|
369
|
|
Proceeds from the sale of limited liability company interest in
OPC LLC, net of transaction costs
|
|
|
63,079
|
|
|
|
69,552
|
|
Repayments of long-term debt
|
|
|
(16,995
|
)
|
|
|
(19,891
|
)
|
Cash dividends paid
|
|
|
(4,377
|
)
|
|
|
(4,580
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
208,293
|
|
|
|
28,850
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
90,540
|
|
|
|
4,650
|
|
Cash and cash equivalents at beginning of period
|
|
|
47,227
|
|
|
|
20,254
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
137,767
|
|
|
$
|
24,904
|
|
|
|
|
|
|
|
|
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Increase in accounts payable related to purchases of property,
plant and equipment
|
|
$
|
10,004
|
|
|
$
|
9,702
|
|
|
|
|
|
|
|
|
|
|
Accrued liabilities related to financing activities
|
|
$
|
|
|
|
$
|
216
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in asset retirement cost and asset
retirement obligation
|
|
$
|
630
|
|
|
$
|
(1,727
|
)
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
7
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES 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, 2008, the consolidated results of operations for
the three and six-month periods ended June 30, 2008 and
2007, and the consolidated cash flows for the six-month periods
ended June 30, 2008 and 2007.
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-month period ended June 30, 2008 are not necessarily
indicative of the results to be expected for the year ending
December 31, 2008.
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, 2007. The condensed
consolidated balance sheet data as of December 31, 2007 was
derived from the audited consolidated financial statements for
the year ended December 31, 2007, 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.
Issuance
of stock
On January 8, 2008, the Company completed an unregistered
sale of 693,750 shares of common stock to Ormat Industries
Ltd. (the Parent), at a price of $48.02 per share.
The proceeds from the unregistered sale were approximately
$33.3 million.
On May 14, 2008, the Company completed a sale of
3,100,000 shares of common stock to Lehman Brothers Inc. in
a block trade at a price of $48.36 per share (net of
underwriting fees and commissions), under the Companys
shelf registration statement. Net proceeds to the Company after
deducting underwriting fees and commissions and offering
expenses associated with the offering were approximately
$149.7 million.
OPC tax
monetization transaction second closing
On April 17, 2008, a wholly owned subsidiary of the
Company, Ormat Nevada Inc. (Ormat Nevada), concluded
the second closing under a 2007 transaction to monetize
production tax credits and other favorable tax attributes, such
as accelerated depreciation, generated from certain of its
geothermal power projects. The first closing of the transaction
occurred on June 7, 2007. Pursuant to the transaction,
affiliates of Morgan Stanley & Co. Incorporated and
Lehman Brothers Inc. became institutional equity investors in a
newly formed subsidiary of Ormat Nevada, OPC LLC
(OPC). Under this second closing, Ormat Nevada
transferred the Galena 3 geothermal project to OPC, and received
from the institutional equity investors $63.1 million, net
of transaction costs.
As operator of all of the projects in the OPC portfolio, Ormat
Nevada will continue to operate and maintain the Galena 3
project.
8
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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, 2008 and December 31, 2007, the Company had
deposits totaling $10,104,000 and $21,322,000, respectively, in
six U.S. financial institutions that were federally insured
up to $100,000 per account. At June 30, 2008 and
December 31, 2007, the Companys deposits in foreign
countries amounted to approximately $17,835,000 and $13,248,000,
respectively.
At June 30, 2008 and December 31, 2007, accounts
receivable related to operations in foreign countries amounted
to approximately $20,066,000 and $17,140,000, respectively. At
June 30, 2008 and December 31, 2007, accounts
receivable from the Companys major customers that have
generated 10% or more of its revenues amounted to approximately
47% and 39% of the Companys accounts receivable,
respectively.
Southern California Edison Company (SCE) accounted
for 30.7% and 29.4% of the Companys total revenues for the
three months ended June 30, 2008 and 2007, respectively,
and 30.5% and 27.4% of the Companys total revenues for the
six months ended June 30, 2008 and 2007, respectively. SCE
is also the power purchaser and revenue source for the
Companys Mammoth project, which is accounted for
separately under the equity method.
Hawaii Electric Light Company accounted for 16.5% and 12.0% of
the Companys total revenues for the three months ended
June 30, 2008 and 2007, respectively, and 18.6% and 13.5%
of the Companys total revenues for the six months ended
June 30, 2008 and 2007, respectively.
Sierra Pacific Power Company accounted for 10.2% and 7.5% of the
Companys total revenues for the three months ended
June 30, 2008 and 2007, respectively, and 11.1% and 8.7% of
the Companys total revenues for the six months ended
June 30, 2008 and 2007, 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 three-month period
ended June 30, 2008
SFAS No. 157
Fair Value Measurements
In September 2006, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 157, Fair Value
Measurements. SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and expands
disclosure of fair value measurements. SFAS No. 157
applies under other accounting pronouncements that require or
permit fair value measurements and accordingly, does not require
any new fair value measurements. SFAS No. 157 is
effective for fiscal years beginning after November 15,
2007 (January 1, 2008 for the Company) for financial assets
and liabilities. The adoption by the Company of
SFAS No. 157, effective January 1, 2008, did not
have any impact on its results of operations or financial
position. The disclosures required under SFAS No. 157
are set forth in Note 6.
In accordance with the provisions of FSP
No. 157-2,
Effective Date of FASB Statement No. 157, the
Company has elected to defer implementation of
SFAS No. 157 as it relates to the Companys
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 Company is currently
evaluating the potential
9
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
impact, if any, on the Companys non-financial assets and
liabilities not measured on a nonrecurring basis. The major
categories of assets and liabilities that are recognized at fair
value for which the Company has not applied
FAS No. 157 are mainly asset retirement obligations
and impairment of long-lived assets.
SFAS No. 159
The Fair Value Option for Financial Assets and Financial
Liabilities
In February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial
Liabilities. SFAS No. 159 permits entities to
choose to measure certain financial assets and liabilities and
other eligible items at fair value, which are not otherwise
currently required to be measured at fair value. Under
SFAS No. 159, the decision to measure items at fair
value is made at specified election dates on an irrevocable
instrument-by-instrument
basis. Entities electing the fair value option would be required
to recognize changes in fair value in earnings and to expense
upfront cost and fees associated with the item for which the
fair value option is elected. Entities electing the fair value
option are required to distinguish on the face of the statement
of financial position, the fair value of assets and liabilities
for which the fair value option has been elected and similar
assets and liabilities measured using another measurement
attribute. If elected, SFAS No. 159 is effective as of
the beginning of the first fiscal year that begins after
November 15, 2007 (January 1, 2008 for the Company)
with earlier adoption permitted provided that the entity also
early adopts all of the requirements of SFAS No. 159.
The Company decided not to elect the option provided for in this
standard.
SAB No. 110
In December 2007, the SEC issued Staff Accounting Bulletin
(SAB) No. 110 relating to the use of a
simplified method in developing an estimate of the
expected term of plain vanilla share options.
SAB No. 107, which was applied by the Company for
estimating the expected term of employees stock options,
previously allowed the use of the simplified method until
December 31, 2007. SAB No. 110 allows, under
certain circumstances, entities to continue to accept the use of
the simplified method beyond December 31, 2007. The Company
decided to continue to use the simplified method to estimate the
expected term of its stock options.
New
accounting pronouncements effective in future periods
|
|
|
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 shall be applied
prospectively. The Company is currently evaluating the potential
impact, if any, of the adoption of SFAS No. 160 on its
consolidated financial statements.
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
10
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial
effects of the business combination. The Company is currently
evaluating the potential impact, if any, of the adoption of
SFAS No. 141R 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 Company is currently
evaluating the impact of SFAS No. 161, and has not yet
determined the potential impact, if any, that its adoption will
have on its financial position, results of operations and cash
flows.
NOTE 3
EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income
available to common 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 4
INVENTORIES
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(dollars in thousands)
|
|
|
Raw materials and purchased parts for assembly
|
|
$
|
8,665
|
|
|
$
|
3,613
|
|
Self-manufactured assembly parts and finished products
|
|
|
4,726
|
|
|
|
6,699
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,391
|
|
|
$
|
10,312
|
|
|
|
|
|
|
|
|
|
|
NOTE 5
UNCONSOLIDATED INVESTMENTS
Unconsolidated investments in power plant projects consist of
the following:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(dollars in thousands)
|
|
|
Mammoth
|
|
$
|
28,780
|
|
|
$
|
29,979
|
|
OLCL
|
|
|
526
|
|
|
|
581
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
29,306
|
|
|
|
30,560
|
|
|
|
|
|
|
|
|
|
|
From time to time, the unconsolidated power plants make
distributions to their owners. Such distributions are deducted
from the investments in such power plants.
11
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The
Mammoth Project
The Company has a 50% interest in the Mammoth Project
(Mammoth), which is comprised of three geothermal
power plants 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.
The condensed financial position and results of operations of
Mammoth are summarized below:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(dollars in thousands)
|
|
|
Condensed balance sheets:
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
4,332
|
|
|
$
|
4,181
|
|
Non-current assets
|
|
|
71,878
|
|
|
|
74,417
|
|
Current liabilities
|
|
|
1,250
|
|
|
|
826
|
|
Non-current liabilities
|
|
|
3,058
|
|
|
|
3,004
|
|
Partners capital
|
|
|
71,902
|
|
|
|
74,768
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(dollars in thousands)
|
|
|
Condensed statements of operations:
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
9,493
|
|
|
$
|
7,793
|
|
Gross margin
|
|
|
2,781
|
|
|
|
1,757
|
|
Net income
|
|
|
2,636
|
|
|
|
1,606
|
|
Companys equity in income of Mammoth:
|
|
|
|
|
|
|
|
|
50% of Mammoth net income
|
|
$
|
1,318
|
|
|
$
|
803
|
|
Plus amortization of basis difference
|
|
|
297
|
|
|
|
297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,615
|
|
|
|
1,100
|
|
Less income taxes
|
|
|
(613
|
)
|
|
|
(418
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,002
|
|
|
$
|
682
|
|
|
|
|
|
|
|
|
|
|
The Leyte
Project
The Company holds an 80% interest in Ormat Leyte Co. Ltd.
(OLCL). OLCL is a limited partnership established
for the purpose of developing, financing, operating, and
maintaining a geothermal power plant in Leyte Provina, the
Philippines. Upon the adoption of FIN No. 46R,
Consolidation of Variable Interest Entities (revised December
2003) an interpretation of ARB No. 51, on
March 31, 2004, the Company concluded that OLCL should not
be consolidated. As a result of such conclusion, the
Companys 80% ownership interest in OLCL is accounted for
under the equity method of accounting.
12
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The condensed financial position and results of operations of
OLCL are summarized below:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(dollars in thousands)
|
|
|
Condensed balance sheets:
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
504
|
|
|
$
|
1,327
|
|
Non-current assets
|
|
|
350
|
|
|
|
371
|
|
Current liabilities
|
|
|
242
|
|
|
|
1,018
|
|
Stockholders equity
|
|
|
612
|
|
|
|
680
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(dollars in thousands)
|
|
|
Condensed statements of operations:
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
|
|
|
$
|
6,957
|
|
Gross margin
|
|
|
|
|
|
|
3,398
|
|
Net income (loss)
|
|
|
(68
|
)
|
|
|
1,495
|
|
Companys equity in income (loss) of OLCL:
|
|
|
|
|
|
|
|
|
80% of OLCL net income (loss)
|
|
$
|
(55
|
)
|
|
$
|
1,196
|
|
Plus amortization of deferred revenue on intercompany profit
|
|
|
|
|
|
|
534
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(55
|
)
|
|
$
|
1,730
|
|
|
|
|
|
|
|
|
|
|
In 1996, OLCL entered into a Build, Operate, and Transfer
(BOT) agreement with PNOC-Energy Development
Corporation (PNOC) in connection with four
geothermal power generation plants, with a total capacity of
49MW, located in Leyte, Philippines. During 1997, the power
plants started commercial operations and began selling power to
PNOC under a ten-year PPA (tolling arrangement). OLCL owned the
plants for a ten-year period which ended September 25,
2007, at which time they were transferred to PNOC for no further
consideration. The Company did not incur any material financial
loss as a result of such transfer, although this has reduced the
Companys owned foreign generation capacity by 39 MW
with a commensurate impact on equity in income of investees and
net income.
NOTE 6
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
will be adopted by the Company 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 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;
|
13
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
|
|
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 the Companys financial
assets and liabilities measured at fair value by level within
the fair value hierarchy. As required by SFAS No. 157,
assets and liabilities are classified in their entirety based on
the lowest level of input that is significant to the fair value
measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at June 30, 2008
|
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(dollars in thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Illiquid auction rate securities (including restricted cash
accounts), see below
|
|
$
|
7,455
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys marketable debt securities (including
restricted cash accounts) at June 30, 2008 include
investments in auction rate securities. As of June 30,
2008, all of the Companys auction rate securities are
associated with failed auctions. These failed auction rate
securities have been in a loss position for less than
12 months. 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 fair value. The Company has estimated the
fair value of these illiquid auction rate securities based,
among other things, on the following: (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;
and (iv) estimates of the recovery rates in the event of
default for each security. These estimated fair values could
change significantly based on future market conditions.
Therefore, such auction rate securities have been classified as
Level 3 in the fair value hierarchy.
The table below sets forth a summary of 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, 2008.
|
|
|
|
|
|
|
(dollars in
|
|
|
|
thousands)
|
|
|
Balance as of January 1, 2008
|
|
$
|
8,367
|
|
Total unrealized losses:
|
|
|
|
|
Included in net income
|
|
|
(328
|
)
|
Included in other comprehensive income
|
|
|
(584
|
)
|
|
|
|
|
|
Balance as of June 30, 2008
|
|
$
|
7,455
|
|
|
|
|
|
|
Based on available information, the Company concluded that the
fair market value of these failed auction rate securities at
June 30, 2008 was $7.5 million, a decline of
$3.7 million from par value. The decline in fair market
value during the six-month period ended June 30, 2008 was
$0.9 million. Of this amount, $0.6 million was deemed
temporary as the Company believes the decline in fair market
value was due to general market conditions. Based upon the
Companys evaluation of available information, the Company
believes these investments generally are of high credit quality,
as substantially all of the investments carry AA credit rating.
In addition, the Company currently has the intent and ability to
hold these investments until anticipated recovery in market
value occurs. Accordingly, the Company
14
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
has recorded an unrealized loss on these securities of
$0.6 million in other comprehensive income. The Company has
concluded that the remaining $0.3 million of the decline
was other-than-temporary and recorded an impairment charge in
other non operating income (loss). The Companys conclusion
for the other-than-temporary impairment is based on the
significant decline in the fair value of one of the auction rate
securities.
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 in the consolidated balance
sheets as of June 30, 2008 and December 31, 2007.
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, or the
anticipated recovery in market values does not occur, the
Company may be required to record additional unrealized losses
in other comprehensive income or impairment charges in the next
two quarters of 2008.
The marketable securities are included in the consolidated
balance sheets as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(dollars in thousands)
|
|
|
Short-term marketable securities
|
|
$
|
|
|
|
$
|
13,489
|
|
Amount presented among short-term restricted cash, cash
equivalents and marketable securities
|
|
|
|
|
|
|
16,219
|
|
Long-term marketable securities auction rate
securities
|
|
|
3,142
|
|
|
|
2,762
|
|
Amount presented among long-term restricted cash, cash
equivalents and marketable securities auction rate
securities
|
|
|
4,313
|
|
|
|
5,605
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,455
|
|
|
$
|
38,075
|
|
|
|
|
|
|
|
|
|
|
The cost of the marketable securities at June 30, 2008 and
December 31, 2007 was $11,160,000 and $40,685,000,
respectively.
|
|
NOTE 7
|
STOCK-BASED
COMPENSATION
|
On April 8, 2008, the Company granted to employees
incentive stock options, under the Companys 2004 Incentive
Plan, to purchase 450,000 shares of common stock at an
exercise price of $45.78 per share, which amount represented the
fair market value of the Companys common stock on the date
of grant. Such options 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 option on the date of grant was $16.96 per
share.
The Company calculated the fair value of each option on the date
of grant using the Black-Scholes valuation model based on the
following assumptions:
|
|
|
|
|
Risk-free interest rates
|
|
|
2.7
|
%
|
Expected term (in years)
|
|
|
5.1
|
|
Dividend yield
|
|
|
0.37
|
%
|
Expected volatility
|
|
|
38.5
|
%
|
Forfeiture rate
|
|
|
13.0
|
%
|
15
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
NOTE 8
|
BUSINESS
SEGMENTS
|
The Company has two reporting segments: Electricity and Products
Segments. Such 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 PPAs. The Products
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.
Summarized financial information concerning the Companys
reportable segments is shown in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
Products
|
|
|
Consolidated
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
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*
|
|
|
1,468,873
|
|
|
|
61,622
|
|
|
|
1,530,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
55,360
|
|
|
$
|
28,692
|
|
|
$
|
84,052
|
|
|
|
|
|
Intersegment revenues
|
|
|
|
|
|
|
14,492
|
|
|
|
14,492
|
|
|
|
|
|
Operating income
|
|
|
14,147
|
|
|
|
318
|
|
|
|
14,465
|
|
|
|
|
|
Segment assets at period end*
|
|
|
1,131,517
|
|
|
|
66,086
|
|
|
|
1,197,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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*
|
|
|
1,468,873
|
|
|
|
61,622
|
|
|
|
1,530,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
99,018
|
|
|
$
|
46,781
|
|
|
$
|
145,799
|
|
|
|
|
|
Intersegment revenues
|
|
|
|
|
|
|
18,477
|
|
|
|
18,477
|
|
|
|
|
|
Operating income (loss)
|
|
|
12,615
|
|
|
|
(486
|
)
|
|
|
12,129
|
|
|
|
|
|
Segment assets at period end*
|
|
|
1,131,517
|
|
|
|
66,086
|
|
|
|
1,197,603
|
|
|
|
|
|
|
|
|
*
|
|
Segment assets of the Electricity
Segment include unconsolidated investments.
|
16
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(dollars in thousands)
|
|
|
(dollars in thousands)
|
|
|
Operating income
|
|
$
|
14,281
|
|
|
$
|
14,465
|
|
|
$
|
26,700
|
|
|
$
|
12,129
|
|
Interest expense, net
|
|
|
(1,815
|
)
|
|
|
(5,449
|
)
|
|
|
(4,372
|
)
|
|
|
(11,816
|
)
|
Non-operating income (expense) and other, net
|
|
|
(1,050
|
)
|
|
|
37
|
|
|
|
(1,521
|
)
|
|
|
(327
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated income (loss) before income taxes, minority
interest and equity in income of investees
|
|
$
|
11,416
|
|
|
$
|
9,053
|
|
|
$
|
20,807
|
|
|
$
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On April 26, 2008, the Companys Nicaraguan
subsidiary, Ormat Momotombo Power Company (OMPC),
received notice of an administrative order issued by the
Ministry of Natural Resources and Environment of Nicaragua
(MARENA) relating to alleged violations of
environmental regulations under Nicaraguan law in connection
with OMPCs operation of the Momotombo geothermal power
plant in that country. The order was issued following an
administrative hearing in the first instance at which OMPC was
found liable for the environmental and other infractions. OMPC
appealed the order to MARENA. OMPCs appeal was denied on
July 15, 2008, and OMPC was sanctioned with a nominal fine.
The order and denial of appeal by MARENA are subject to further
appeal in the Nicaraguan judicial courts and the Company intends
to pursue the judicial appeal process. In addition, this dispute
is subject to the dispute resolution provisions contained in the
Foreign Investment Contract entered into between OMPC and the
Nicaraguan government in June 1999. All penalties incurred by
OMPC as a result of these violations are stayed until OMPC has
exhausted the legal remedies available to it under Nicaraguan
law. The Company disagrees with the MARENA order finding OMPC
liable for significant environmental infractions and intends to
appeal the administrative order and otherwise defend vigorously
against MARENAs claims. If the administrative order is
upheld at the end of these review processes in a final
non-appealable decision, OMPC may be required to suspend
indefinitely its operating activities relating to the project
and implement a plan of environmental remediation. The net book
value of the geothermal power plant as of June 30, 2008 is
$17.0 million.
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.
NOTE 10
CASH DIVIDEND
On February 26, 2008, the Companys Board of Directors
declared, approved and authorized payment of a quarterly
dividend of $2.1 million ($0.05 per share) to all
holders of the Companys issued and outstanding shares of
common stock on March 14, 2008. Such dividend was paid on
March 27, 2008.
On May 6, 2008, the Companys Board of Directors
declared, approved and authorized payment of a quarterly
dividend of $2.3 million ($0.05 per share) to all
holders of the Companys issued and outstanding shares of
common stock on May 20, 2008. Such dividend was paid on
May 27, 2008.
17
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11
INCOME TAXES
The Companys effective tax rate for the three and six
months ended June 30, 2008 was 22.9% and 22.5%,
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) a tax credit
related to the Companys subsidiaries in Guatemala. The
liability for unrecognized tax benefits was $5,817,000 and
$5,330,000 at June 30 2008 and December 31, 2007,
respectively. Such amounts would impact the Companys
effective tax rate, if recognized.
NOTE 12
SUBSEQUENT EVENTS
Cash
dividend
On August 5, 2008, the Companys Board of Directors
declared, approved and authorized payment of a quarterly
dividend of $2.3 million ($0.05 per share) to all
holders of the Companys issued and outstanding shares of
common stock on August 19, 2008, payable on August 29,
2008.
18
|
|
ITEM 2.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
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:
|
|
|
|
|
significant considerations, risks and uncertainties discussed in
this quarterly report;
|
|
|
|
operating risks, including equipment failures and the amounts
and timing of revenues and expenses;
|
|
|
|
geothermal resource risk (such as the heat content of the
reservoir, useful life and geological formation);
|
|
|
|
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;
|
|
|
|
construction or other project delays or cancellations;
|
|
|
|
financial market conditions and the results of financing efforts;
|
|
|
|
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;
|
|
|
|
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;
|
|
|
|
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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19
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|
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|
|
current and future litigation;
|
|
|
|
our ability to successfully identify, integrate and complete
acquisitions;
|
|
|
|
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;
|
|
|
|
market or business conditions and fluctuations in demand for
energy or capacity in the markets in which we operate;
|
|
|
|
the direct or indirect impact on our companys business
resulting from terrorist incidents or responses to such
incidents, including the effect on the availability of and
premiums on insurance;
|
|
|
|
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;
|
|
|
|
the risk factors set forth in our annual report on
Form 10-K
for the year ended December 31, 2007 and any updates
contained herein which may have a significant impact on our
business, operating results or financial condition;
|
|
|
|
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
|
|
|
|
other risks and uncertainties detailed from time to time in our
filings with the Securities and Exchange Commission (SEC).
|
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, 2007 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 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 Products
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
Products 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,
20
procurement, construction, operation and maintenance of
geothermal and recovered energy power plants. Both our
Electricity Segment and Products Segment operations are
conducted in the United States and throughout the world. We
currently own or control, as well as operate, geothermal
projects in the United States, Guatemala, Kenya and Nicaragua,
as well as recovered energy generation (REG) plants in the
United States. During the six months ended June 30, 2008
and 2007, our U.S. power plants generated
1,112,454 MWh and 958,505 MWh, respectively.
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.
During the six months ended June 30, 2008, our total
revenues increased by 2.6% (from $145.8 million to
$149.6 million) over the same period last year. Revenues
from the Electricity Segment increased by 22.5%, while revenues
from the Products Segment decreased by 39.5%.
For the six months ended June 30, 2008, total Electricity
Segment revenues from the sale of electricity by our
consolidated power plants were $121.3 million. In addition,
revenues from our 50% ownership of the Mammoth project for the
six months ended June 30, 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. Management believes 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 project 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,
2008.
During the six months ended June 30, 2008, revenues
attributable to our Products Segment were $28.3 million, as
compared to $46.8 million during the six months ended
June 30, 2007.
From the beginning of the year, we received purchase orders for
the supply and construction of REG and geothermal plants in a
total amount of $145 million. Of this amount, approximately
$66 million is subject to a notice to proceed, which we
expect to receive in the near future when our customer finalizes
construction financing for the project.
Recovered energy-based power generation continues to present
opportunities for us in the United States and throughout the
world. During the six months ended June 30, 2008, we
recognized revenues in our Products Segment of approximately
$8.3 million from REG compared to $17.8 million during
the six months ended June 30, 2007.
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 power purchase agreement of the Puna
project has a variable energy rate based on the local
utilitys short run avoided costs, which are the
incremental costs 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, 2008, 78.8% of our
electricity revenues were derived from contracts with fixed
energy rates, and therefore such 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 Products 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
21
development based on costs attributable to each such project. By
contrast, we evaluate the performance of our Products 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.
Recent
Developments
|
|
|
|
|
In July 2008, we secured three new lease agreements covering
approximately 20,000 acres of federal land in Nevada.
|
|
|
|
In July 2008, PT Perusahaan Listrik Negara, the state owned
Indonesian power company, accepted the entry of Kyushu Electric
to the Sarulla consortium, which currently is comprised of a
wholly owned subsidiary of ours, a subsidiary of Medco Energi
Internasional Tbk, Itochu Corporation of Japan and Kyushu
Electric. The entry of Kyushu Electric reduced our ownership
interest in the consortium to 12.75%.
|
|
|
|
In June 2008, two of our subsidiaries entered into an
Engineering, Procurement and Construction (EPC) contract with
Contact Energy Ltd. of New Zealand for the construction of the
Centennial Binary Plant, a new geothermal plant to be
constructed in the Tauhara Geothermal field in New Zealand. The
contracts value is approximately $42.0 million and
construction of the power plant is expected to be completed
within 23 months from the contract date. Contact Energy
Ltd. is New Zealands largest geothermal power plant owner
and operator, as well as the countrys largest wholesaler
and retailer of natural gas and liquid petroleum gas.
|
|
|
|
In June 2008, we entered into a supply contract with
MEGE Menderes Geothermal Elektrik Uretim, A.S. for
the supply of equipment for a new geothermal power plant to be
constructed in Turkey. The contracts value is
approximately $16.0 million and delivery is expected to be
completed within 16 months from the contract date.
|
|
|
|
On May 14, 2008, we completed a sale of
3,100,000 shares of common stock to Lehman Brothers Inc. in
a block trade at a price of $48.36 per share (net of
underwriting fees and commissions), under our shelf registration
statement filed in early 2006. Net proceeds to us, after
deducting underwriting fees and commissions and estimated
offering expenses associated with the offering, were
approximately $149.7 million.
|
|
|
|
In April 2008, we entered into an EPC contract with
Montana-Dakota Utilities Co. for a 5.3 MW REG power plant
to be located on the Northern Border Pipeline compressor station
in Morton County, North Dakota. Subject to regulatory approvals,
the project is scheduled to be completed in the fourth quarter
of 2009.
|
|
|
|
In April 2008, we commenced commercial operation of the Heber
South geothermal project located in the Imperial Valley,
California.
|
|
|
|
In April 2008, our wholly owned subsidiary, Ormat Nevada Inc.
(Ormat Nevada), concluded the second closing under a 2007
transaction to monetize production tax credits and other
favorable tax attributes, such as accelerated depreciation,
generated from certain of its geothermal power projects. The
first closing of the transaction occurred on June 7, 2007.
Pursuant to the transaction, affiliates of Morgan
Stanley & Co. Incorporated and Lehman Brothers Inc.
became institutional equity investors in a newly formed
subsidiary of Ormat Nevada, OPC LLC (OPC). Under this second
closing, Ormat Nevada transferred the Galena 3 geothermal
project to OPC, and received from the institutional equity
investors $63.1 million, net of transaction costs.
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|
As operator of all of the projects in the OPC portfolio, Ormat
Nevada will continue to operate and maintain the Galena 3
project.
|
|
|
|
In March 2008, we signed a new
20-year
power purchase agreement with Great River Energy, a Minnesota
Cooperative Corporation of Elk River, Minnesota, for the sale of
electricity
|
22
|
|
|
|
|
generated from a 5.3 MW Ormat REG facility to be
constructed at a compressor station along the Northern Border
natural gas pipeline. The new facility will convert the
recovered waste heat from the exhaust of an existing gas turbine
into electricity. We have already secured the rights to the
waste heat for the new facility. We expect the plant to be
commissioned in 2009 or early 2010.
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|
|
|
|
|
In March 2008, we entered into an EPC contract with Nevada
Geothermal Power (NGP) for the supply and construction of a
49.5 MW power plant, consisting of three Ormat Energy
Converters units, which are guaranteed to produce 16.5 MW
(gross) each, at NGPs Blue Mountain geothermal project in
Nevada. The total EPC contract value is $76 million, of
which limited notices to proceed totaling $29.3 million
were received by us in February, May and July 2008 in order to
secure the guaranteed substantial completion date of
December 31, 2009. The full release under the EPC contract
is subject to finalizing the financing for the project and is
expected to occur over the near term. The EPC contract provides
for an additional partial release of funds, if necessary.
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|
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|
In March 2008, we entered into a Joint Ownership Agreement (JOA)
with Nevada Power Company, a subsidiary of Sierra Pacific
Resources, for the Carson Lake geothermal project located in
Churchill County, Nevada, that is currently under development by
us. We will develop the project on our own until the resource is
sufficiently defined at a level that is capable of supporting at
least 30 MW and Nevada Power Company has received
regulatory approval to acquire its 50 percent ownership
interest. Following Nevada Power Companys acquisition of
its 50 percent interest, we will continue to develop the
project on behalf of the owners. If the development results in a
resource that cannot support at least 30 MW, the parties
are not obligated to close the acquisition and we may continue
to develop the project by ourselves. Under the JOA each party
will own a 50 percent undivided interest in the project as
tenants-in-common.
To acquire its project interest, Nevada Power Company will pay
50 percent of the costs expended to the closing date of the
acquisition plus a fee. Drilling, construction, and operating
and maintenance (O&M) costs going forward will be governed
by the JOA and separate Drilling Services, EPC and O&M
agreements.
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|
To enable the JOA closing, the parties will amend an existing
power purchase agreement to reflect the joint ownership of the
project. Each party will be entitled to 50 percent of the
production tax credit or 50 percent of the investment tax
credit, as applicable. The JOA and the amended agreement were
approved by the Public Utilities Commission of Nevada (PUCN) in
July 2008.
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|
|
|
In March 2008, we entered into an EPC contract with Nevada Power
Company for a 6 MW REG power plant in the Goodsprings area,
approximately 35 miles south of Las Vegas, Nevada. The
project is subject to a notice to proceed and is scheduled to be
completed in 2010.
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|
In March 2008, the California Public Utilities Commission
approved a new
20-year
power purchase agreement that we entered into in June 2007 with
Southern California Edison Company for the sale of 50 MW of
energy to be produced from the North Brawley project, which we
are currently constructing in Imperial County, California. The
power purchase agreement includes an option to increase the
capacity of the plant and the amount of energy to be sold up to
100 MW at our discretion. We estimate that the North
Brawley project will come on line by the end of 2008.
|
|
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|
In March 2008, the PUCN approved the agreement we reached in May
2007 with Sierra Pacific Power Company and Nevada Power Company,
the purchasers of electricity generated by our existing and
planned geothermal power projects in Nevada, regarding certain
amendments to the power purchase agreements for a number of our
existing geothermal projects in operation and some of our
geothermal projects under development and construction. These
amendments (i) provided for a mechanism to share production
tax credits
|
23
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|
|
|
|
with the relevant purchaser pursuant to a reduction in the price
for electricity paid by the power purchaser under the relevant
power purchase agreement, bringing additional power purchase
agreements in line with the production tax credit sharing
arrangements included in other power purchase agreements with
these purchasers in Nevada, (ii) revised certain generation
thresholds based on a more definitive understanding of the
geothermal resource at the respective projects, and
(iii) addressed certain delays in meeting contract
milestones as a result of ordinary course project construction
delays.
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|
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|
In February 2008, we commenced commercial operation of the
Galena 3 project at the Steamboat complex in Nevada.
|
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|
On January 8, 2008, we completed an unregistered sale of
693,750 shares of common stock to our parent, Ormat
Industries Ltd., at a price of $48.02 per share, or
approximately $33.3 million in the aggregate. The proceeds
of that sale are being used for general corporate purposes,
including construction of geothermal and recovered energy
generation power plants and other investments, and the financing
of possible acquisitions.
|
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 production costs for
electricity generated from geothermal resources have become more
competitive relative to fossil fuel generation. This is partly
due to increasing natural gas and oil prices and newly enacted
legislative and regulatory incentives, such as state renewable
portfolio standards. 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 the most significant trends affecting our
industry today and in the immediate future. Our operations and
the trends that from time to time impact our operations are
subject to market cycles.
Although other trends, factors and uncertainties may impact our
operations and financial condition, including many that we do
not or cannot foresee, we believe that our results of operations
and financial condition for the foreseeable future will be
affected by the following trends, factors and uncertainties:
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|
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|
|
Our primary focus continues to be the implementation of our
organic growth through the construction of new projects and
enhancements of several of our 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 in 2008, as compared
with 2007.
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|
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|
We continue to experience increases in the cost of raw
materials, labor and transportation costs required for our
equipment manufacturing activities and equipment used in our
power plants, as well as for sale to third parties. We have
experienced an increase in drilling costs and a shortage in
drilling equipment. We believe this is the result of the high
oil prices resulting in increased drilling activity in the
marketplace. We also have experienced, and expect to continue to
experience, an increase in construction costs, resulting from,
among other things, increased labor costs. This is particularly
true in the United States, where construction costs remain high
despite the current credit crisis. An increase in our raw
materials, drilling, construction, labor, transportation and
other costs may have an adverse effect on our financial
condition and results of operations.
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|
In the United States, we expect to continue to benefit from the
increasing demand for renewable energy. Twenty-nine states and
the District of Columbia, including California, Nevada and
Hawaii (where we have been most active in geothermal development
and where all of our U.S. geothermal projects are located)
have adopted renewable portfolio standards,
|
24
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|
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
create additional 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. For example, several federal and state climate
change proposals are being considered or were recently past,
such as the Lieberman-Warner Climate Security Act
(S. 2191), which was approved by the United States Senate
Environment and Public Works Committee on December 5, 2007,
and the California Global Warming Solutions Act of 2006 (the
Act), which was signed into law in September 2006. The Act
regulates most sources of greenhouse gas emissions and is
expected to result in a reduction of carbon emissions to 1990
levels by 2020, representing a twenty-five percent reduction in
greenhouse gas emissions. In addition to California, sixteen
other states have set greenhouse gas emissions targets (Arizona,
Connecticut, Florida, Hawaii, Illinois, Massachusetts, Maine,
Minnesota, New Hampshire, New Jersey, New Mexico, New York,
Oregon, Rhode Island, Vermont and Washington). Regional
initiatives are also being developed to reduce greenhouse gas
emissions and develop trading systems for renewable energy
credits. Although it is currently hard 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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|
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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 remote power units and other 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 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 payments under
long-term power purchase agreements. We also intend to continue
to pursue growth in our recovered energy business.
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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
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.
|
25
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|
|
As our power plants age, they may require increased maintenance
with a resulting decrease in their 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
to mitigate these risks, insurance does not provide complete
coverage with respect to all such risks.
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|
The United States extended a tax subsidy and increased the
amount of the tax subsidy for companies that use geothermal
steam or fluid to generate electricity as part of the Energy
Policy Act of 2005 that became law on August 8, 2005. The
tax subsidy is a production tax credit, which in
2007 was 2.0 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, 2008. Bills to extend the
production tax credit were introduced in both the House and
Senate in the current legislative session. However, as of the
date of this quarterly report the production tax credit has not
been extended beyond December 31, 2008. The Company
believes that the investment tax credit, which is not subject to
the sunset provision applicable to the production tax credit,
will partially offset the impact of the discontinuation of
production tax credits. In addition, several of the
Companys power purchase agreements contain better pricing
terms in the event production tax credits are no longer
available.
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|
The Energy Policy Act of 2005 authorizes the Federal Energy
Regulatory Commission (FERC) to revise the Public Utility
Regulatory Policy 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 project, 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 their respective existing power purchase
agreements, which could have an adverse effect on our revenues.
|
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 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
26
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.
The lease income related to the Puna lease transactions, which
are accounted for as operating leases, is included as a separate
line item in our Electricity Segment revenues (See
Liquidity and Capital Resources). For management
purposes, we analyze such revenue on a combined basis with other
revenues in our Electricity Segment.
As required by Emerging Issues Task Force (EITF) Issue
No. 01-8,
Determining Whether an Arrangement Contains a Lease, we
have assessed all of our power purchase agreements agreed to,
modified or acquired in business combinations on or after
July 1, 2003, and concluded that all such agreements
contain a lease element requiring lease accounting. Accordingly,
revenue related to the lease element of the agreements is
presented as lease portion of energy and capacity
revenue, with the remaining revenue related to the production
and delivery of the energy presented as energy and
capacity revenue in our consolidated financial statements.
As the lease revenue and the energy and capacity revenues are
derived from the same arrangement and both fall within our
Electricity Segment, we analyze such revenues, and related
costs, on a combined basis for management purposes.
Revenues attributable to our Products 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 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 Products Segment fluctuate (and
at times, extensively) from period to period.
The following table sets forth a breakdown of our revenues for
the periods indicated:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues in Thousands
|
|
|
% of Revenues for Period Indicated
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity Segment
|
|
$
|
61,774
|
|
|
$
|
55,360
|
|
|
$
|
121,293
|
|
|
$
|
99,018
|
|
|
|
77.0
|
%
|
|
|
65.9
|
%
|
|
|
81.1
|
%
|
|
|
67.9
|
%
|
Products Segment
|
|
|
18,447
|
|
|
|
28,692
|
|
|
|
28,315
|
|
|
|
46,781
|
|
|
|
23.0
|
|
|
|
34.1
|
|
|
|
18.9
|
|
|
|
32.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
80,221
|
|
|
$
|
84,052
|
|
|
$
|
149,608
|
|
|
$
|
145,799
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographical
Breakdown of Revenues
For the three months ended June 30, 2008, 80.8% of our
revenues attributable to our Electricity Segment were generated
in the United States, as compared to 83.0% for the same period
in 2007. For the six months ended June 30, 2008, 81.4% of
our revenues attributable to our Electricity Segment were
generated in the United States, as compared to 80.9% for the
same period in 2007.
27
The following table sets forth the geographic breakdown of the
revenues attributable to our Electricity Segment for the periods
indicated:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues in Thousands
|
|
|
% of Revenues for Period Indicated
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
Three Months
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
United States
|
|
$
|
49,861
|
|
|
$
|
45,966
|
|
|
$
|
98,763
|
|
|
$
|
80,154
|
|
|
|
80.8
|
%
|
|
|
83.0
|
%
|
|
|
81.4
|
%
|
|
|
80.9
|
%
|
Foreign
|
|
|
11,837
|
|
|
|
9,394
|
|
|
|
22,530
|
|
|
|
18,864
|
|
|
|
19.2
|
|
|
|
17.0
|
|
|
|
18.6
|
|
|
|
19.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
61,698
|
|
|
$
|
55,360
|
|
|
$
|
121,293
|
|
|
$
|
99,018
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2008, 40.5% of our
revenues attributable to our Products Segment were generated in
the United States, as compared to 27.2% for the same period in
2007. For the six months ended June 30, 2008, 26.4% of our
revenues attributable to our Products Segment were generated in
the United States, as compared to 35.3% for the same period in
2007.
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,
the Heber 1 and 2 projects, the Mammoth project and the Ormesa
project 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
project are tied to the price of oil. Accordingly, our revenues
for that project, which accounted for approximately 16.5% of our
total revenues for the three months ended June 30, 2008,
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 sweet
water for use in our plant 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, 2008, royalties constituted
approximately 5.3% of the Electricity Segment revenues, compared
to approximately 4.2% for the same period in 2007.
28
Products
Segment
The principal expenses attributable to our Products 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 Products 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 Products Segment, expressed as a percentage
of total revenues, fluctuates. Another reason for such
fluctuation is that in responding to bids for our products, we
price our products and services in relation to existing
competition and other prevailing market conditions, which may
vary substantially from order to order.
Cash,
Cash Equivalents and Marketable Securities
Our cash, cash equivalents and marketable securities as of
June 30, 2008 increased to $137.8 million from
$60.7 million as of December 31, 2007. This increase
is principally due to the $149.7 million of net proceeds
from our sale of 3,100,00 shares of common stock to Lehman
Brothers in a block trade in May 2008 at a price of $48.36 per
share (net of underwriters fees and commissions), the
$33.3 million net proceeds from our unregistered sale of
693,750 shares to our parent at a price of $48.02 per share
on January 8, 2008, the $63.1 million net proceeds
from the second closing of the OPC tax monetization transaction,
and the $49.6 million derived from operating activities in
the first half of 2008. The increase in our cash resources was
partially offset by our use during the first half of 2008 of
$177.9 million of cash resources to fund capital
expenditures and $33.6 million to repay long-term debt to
our parent and to third parties. In addition, we have
$3.1 million and $2.8 million of marketable securities
as of June 30, 2008 and December 31, 2007,
respectively, classified as non-current assets. This
classification is due to failed auctions in the fourth quarter
of 2007 of certain auction rate securities in our portfolio, as
described below in the section entitled Exposure to Market
Risks. We also have access to $160.0 million of
corporate borrowing capacity under existing lines of credit with
different commercial banks, as described below in the section
entitled Liquidity and Capital Resources.
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, 2007.
New
Accounting Pronouncements
See Note 2 to our condensed consolidated financial
statements set forth in Item 1 of this quarterly report for
information regarding new accounting pronouncements.
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; (ii) fluctuation in revenues from our Products
Segment; and (iii) an accumulation of
29
operational issues in the first quarter of 2007 that resulted in
both reduced revenues and increased costs for such quarter.
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(in thousands, except
|
|
|
(in thousands, except
|
|
|
|
per share data)
|
|
|
per share data)
|
|
|
Statements of Operations Historical Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity Segment
|
|
$
|
61,774
|
|
|
$
|
55,360
|
|
|
$
|
121,293
|
|
|
$
|
99,018
|
|
Products Segment
|
|
|
18,447
|
|
|
|
28,692
|
|
|
|
28,315
|
|
|
|
46,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,221
|
|
|
|
84,052
|
|
|
|
149,608
|
|
|
|
145,799
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity Segment
|
|
|
41,506
|
|
|
|
35,328
|
|
|
|
80,182
|
|
|
|
75,050
|
|
Products Segment
|
|
|
15,704
|
|
|
|
24,214
|
|
|
|
23,754
|
|
|
|
40,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,210
|
|
|
|
59,542
|
|
|
|
103,936
|
|
|
|
115,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity Segment
|
|
|
20,268
|
|
|
|
20,032
|
|
|
|
41,111
|
|
|
|
23,968
|
|
Products Segment
|
|
|
2,743
|
|
|
|
4,478
|
|
|
|
4,561
|
|
|
|
6,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,011
|
|
|
|
24,510
|
|
|
|
45,672
|
|
|
|
30,611
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
785
|
|
|
|
1,061
|
|
|
|
1,481
|
|
|
|
1,765
|
|
Selling and marketing expenses
|
|
|
2,020
|
|
|
|
3,822
|
|
|
|
5,539
|
|
|
|
5,808
|
|
General and administrative expenses
|
|
|
5,925
|
|
|
|
5,162
|
|
|
|
11,952
|
|
|
|
10,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
14,281
|
|
|
|
14,465
|
|
|
|
26,700
|
|
|
|
12,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
1,052
|
|
|
|
1,621
|
|
|
|
2,098
|
|
|
|
3,036
|
|
Interest expense
|
|
|
(2,867
|
)
|
|
|
(7,070
|
)
|
|
|
(6,470
|
)
|
|
|
(14,852
|
)
|
Foreign currency translation and transaction gains (losses)
|
|
|
(1,359
|
)
|
|
|
41
|
|
|
|
(1,542
|
)
|
|
|
(675
|
)
|
Impairment of auction rate securities
|
|
|
|
|
|
|
|
|
|
|
(328
|
)
|
|
|
|
|
Other non-operating income (expense)
|
|
|
309
|
|
|
|
(4
|
)
|
|
|
349
|
|
|
|
348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes, minority interest and equity
in income of investees
|
|
|
11,416
|
|
|
|
9,053
|
|
|
|
20,807
|
|
|
|
(14
|
)
|
Income tax benefit (provision)
|
|
|
(2,613
|
)
|
|
|
(1,992
|
)
|
|
|
(4,684
|
)
|
|
|
3
|
|
Minority interest
|
|
|
2,950
|
|
|
|
305
|
|
|
|
5,155
|
|
|
|
305
|
|
Equity in income of investees
|
|
|
408
|
|
|
|
1,181
|
|
|
|
947
|
|
|
|
2,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
12,161
|
|
|
$
|
8,547
|
|
|
$
|
22,225
|
|
|
$
|
2,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic and diluted
|
|
$
|
0.28
|
|
|
$
|
0.22
|
|
|
$
|
0.52
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in computation of
earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
43,828
|
|
|
|
38,123
|
|
|
|
42,995
|
|
|
|
38,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
43,978
|
|
|
|
38,255
|
|
|
|
43,127
|
|
|
|
38,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
Statements of Operations Percentage Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity Segment
|
|
|
77.0
|
%
|
|
|
65.9
|
%
|
|
|
81.1
|
%
|
|
|
67.9
|
%
|
Products Segment
|
|
|
23.0
|
|
|
|
34.1
|
|
|
|
18.9
|
|
|
|
32.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity Segment
|
|
|
67.2
|
|
|
|
63.8
|
|
|
|
66.1
|
|
|
|
75.8
|
|
Products Segment
|
|
|
85.1
|
|
|
|
84.4
|
|
|
|
83.9
|
|
|
|
85.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71.3
|
|
|
|
70.8
|
|
|
|
69.5
|
|
|
|
79.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity Segment
|
|
|
32.8
|
|
|
|
36.2
|
|
|
|
33.9
|
|
|
|
24.2
|
|
Products Segment
|
|
|
14.9
|
|
|
|
15.6
|
|
|
|
16.1
|
|
|
|
14.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28.7
|
|
|
|
29.2
|
|
|
|
30.5
|
|
|
|
21.0
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
1.0
|
|
|
|
1.3
|
|
|
|
1.0
|
|
|
|
1.2
|
|
Selling and marketing expenses
|
|
|
2.5
|
|
|
|
4.5
|
|
|
|
3.7
|
|
|
|
4.0
|
|
General and administrative expenses
|
|
|
7.4
|
|
|
|
6.1
|
|
|
|
8.0
|
|
|
|
7.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
17.8
|
|
|
|
17.2
|
|
|
|
17.8
|
|
|
|
8.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
1.3
|
|
|
|
1.9
|
|
|
|
1.4
|
|
|
|
2.1
|
|
Interest expense
|
|
|
(3.6
|
)
|
|
|
(8.4
|
)
|
|
|
(4.3
|
)
|
|
|
(10.2
|
)
|
Foreign currency translation and transaction gains (losses)
|
|
|
(1.7
|
)
|
|
|
0.0
|
|
|
|
(1.0
|
)
|
|
|
(0.5
|
)
|
Impairment of auction rate securities
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
(0.2
|
)
|
|
|
0.0
|
|
Other non-operating income (expense)
|
|
|
0.4
|
|
|
|
0.0
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes, minority interest and equity
in income of investees
|
|
|
14.2
|
|
|
|
10.8
|
|
|
|
13.9
|
|
|
|
(0.0
|
)
|
Income tax benefit (provision)
|
|
|
(3.3
|
)
|
|
|
(2.4
|
)
|
|
|
(3.1
|
)
|
|
|
0.0
|
|
Minority interest
|
|
|
3.7
|
|
|
|
0.4
|
|
|
|
3.4
|
|
|
|
0.2
|
|
Equity in income of investees
|
|
|
0.5
|
|
|
|
1.4
|
|
|
|
0.6
|
|
|
|
1.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
15.2
|
%
|
|
|
10.2
|
%
|
|
|
14.9
|
%
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparison
of the Three Months Ended June 30, 2008 and the Three
Months Ended June 30, 2007
Total
Revenues
Total revenues for the three months ended June 30, 2008
were $80.2 million, as compared with $84.1 million for
the three months ended June 30, 2007, which represented a
4.6% decrease in total revenues. This decrease is attributable
to our Products Segment whose revenues decreased by 35.7%,
offset by an increase of 11.6% in our Electricity Segment
revenues over the same period in 2007.
Electricity
Segment
Revenues attributable to our Electricity Segment for the three
months ended June 30, 2008 were $61.8 million, as
compared with $55.4 million for the three months ended
June 30, 2007, which represented an 11.6% increase in such
revenues. This increase is primarily attributable to additional
31
revenues of $4.0 million generated in the United States
resulting from: (i) an increase in our generating capacity
and energy generation in the United States from 521,380 MWh
in the three months ended June 30, 2007 to 539,966 MWh
in the three months ended June 30, 2008; and (ii) an
increase in the energy rates in the Puna project (due to higher
oil prices). The increase in Electricity Segment revenues in the
second quarter of 2008 is also attributable to a net increase of
$2.4 million in revenues from our international plants as a
result of increased revenues generated from our Amatitlan
project in Guatemala and from our Momotombo Project in
Nicaragua. The increase in our United States generating capacity
is mainly the result of additional generation from new power
plants placed in service, offset by (i) a decrease in the
generation of the Steamboat
2/3
project as a result of a shut down required to replace two
turbines; and (ii) a decrease in the generation of the OREG
1 project as a result of lower than expected heat availability
due to operation of the compressor stations at a lower than
expected load. The shut down of the Steamboat
2/3
project continues in the third quarter of 2008 in order to
replace two additional turbines.
Products
Segment
Revenues attributable to our Products Segment for the three
months ended June 30, 2008 were $18.4 million, as
compared with $28.7 million for the three months ended
June 30, 2007, which represented a 35.7% decrease in such
revenues. This decrease is principally attributable to last
years lower products backlog due to volatility and the
timing of our reciept of purchase orders, and the timing of
revenue recognition in accordance with the percentage of
completion method for each of our geothermal and recovered
energy generation products.
Total
Cost of Revenues
Total cost of revenues for the three months ended June 30,
2008 was $57.2 million, as compared with $59.5 million
for the three months ended June 30, 2007, which represented
a 3.9% decrease in total cost of revenues. The decrease is
attributable to decreased costs in our Products Segment, offset
by an increase in costs in our Electricity Segment, as discussed
below. As a percentage of total revenues, our total cost of
revenues for the three months ended June 30, 2008 was 71.3%
compared with 70.8% for the same period in 2007.
Electricity
Segment
Total cost of revenues attributable to our Electricity Segment
for the three months ended June 30, 2008 was
$41.5 million, as compared with $35.3 million for the
three months ended June 30, 2007, which represented a 17.5%
increase in total cost of revenues for such segment. This
increase from the same period last year is due to:
(i) project timing issues that deferred a portion of our
project maintenance costs from the first quarter to the second
quarter of 2008 ; (ii) costs relating to new projects
placed into service (including depreciation); and
(iii) increase in labor and materials costs in existing
plants. As a percentage of total electricity revenues, the total
cost of revenues attributable to our Electricity Segment for the
three months ended June 30, 2008 was 67.2% compared with
63.8% for the three months ended June 30, 2007.
Products
Segment
Total cost of revenues attributable to our Products Segment for
the three months ended June 30, 2008 was
$15.7 million, as compared with $24.2 million for the
three months ended June 30, 2007, which represented a 35.1%
decrease in total cost of revenues related to such segment. This
decrease is attributable to the decrease in our product
revenues, as described above, as well as to a different product
mix. As a percentage of total Products Segment revenues, our
total cost of revenues attributable to this segment for the
three months ended June 30, 2008 was 85.1% as compared with
84.4% for the three months ended June 30, 2007. Our costs
as a percentage of total revenues for this segment were only
partially impacted by the reduced revenues during the second
quarter of 2008 because of increased manufacturing and
construction activities for our own projects, relying less on
subcontracts.
32
Research
and Development Expenses
Research and development expenses for the three months ended
June 30, 2008 were $0.8 million, as compared with
$1.1 million for the three months ended June 30, 2007,
which represented a 26.0% decrease. Such increase reflects
fluctuations in the period in which actual expenses were
incurred.
Selling
and Marketing Expenses
Selling and marketing expenses for the three months ended
June 30, 2008 were $2.0 million, as compared with
$3.8 million for the three months ended June 30, 2007,
which represented a 47.1% decrease. The decrease was due
primarily to a decrease in Products Segment revenues. Selling
and marketing expenses for the three months ended June 30,
2008 constituted 2.5% of total revenues for such period, as
compared with 4.5% for the three months ended June 30, 2007.
General
and Administrative Expenses
General and administrative expenses for the three months ended
June 30, 2008 were $5.9 million, as compared with
$5.2 million for the three months ended June 30, 2007,
which represented a 14.8% increase. Such increase is
attributable to an increase in personnel expenses due in part to
the devaluation of the U.S. dollar. General and
administrative expenses for the three months ended June 30,
2008 increased to 7.4% of total revenues for such period, from
6.1% for the three months ended June 30, 2007.
Operating
Income
Operating income for the three months ended June 30, 2008
was $14.3 million, as compared with $14.5 million for
the three months ended June 30, 2007. Operating income
attributable to our Electricity Segment for the three months
ended June 30, 2008 was $14.1 million, as compared
with $14.2 million for the three months ended June 30,
2007. Operating income attributable to our Products Segment for
the three months ended June 30, 2008 was $0.2 million,
as compared with $0.3 million for the three months ended
June 30, 2007.
Interest
Income
Interest income for the three months ended June 30, 2008
was $1.1 million, as compared with $1.6 million for
the three months ended June 30, 2007, which represented a
35.1% decrease. The $0.6 million decrease is primarily due
to a decrease in interest rates payable on liquid investments.
Interest
Expense
Interest expense for the three months ended June 30, 2008
was $2.9 million, as compared with $7.1 million for
the three months ended June 30, 2007, which represented a
59.4% decrease. The $4.2 million decrease is primarily due
to principal repayments and to an increase of $3.3 million
in interest capitalized to projects as a result of increased
projects under construction.
Income
Taxes
Income tax provision for the three months ended June 30,
2008 was $2.6 million as compared with $2.0 million
for the three months ended June 30, 2007. The effective tax
rate for the three months ended June 30, 2008 and 2007 was
22.9% and 22.0%, respectively.
Minority
interest
Minority interest for the three months ended June 30, 2008
and 2007 includes income of $3.0 million, and
$0.3 million, respectively, from the sale of limited
liability company interests in OPC to institutional equity
investors in June 2007 and in April 2008.
Equity
in Income of Investees
Our participation in the income generated from our investees for
the three months ended June 30, 2008 was $0.4 million,
as compared with $1.2 million for the three months ended
June 30, 2007. On
33
September 25, 2007, our equity investee, Ormat Leyte Co.
Ltd. (Leyte) transferred its power plants to PNOC-Energy
Development Corporation pursuant to a Build, Operate, and
Transfer agreement. We did not incur any material financial loss
as a result of such transfer, although this transfer reduced our
owned foreign generation capacity by 39 MW, with a
commensurate impact on equity in income of investees and net
income. Our equity in income of investees for the three months
ended June 30, 2008 includes an immaterial loss from Leyte,
while in the three months ended June 30, 2007 we had
$0.9 million of income from Leyte.
Net
Income
Net income for the three months ended June 30, 2008 was
$12.2 million, as compared with $8.5 million for the
three months ended June 30, 2007, which represents an
increase of 42.3%. Such increase in net income was principally
attributable to: (i) a $4.2 million decrease in
interest expense; and (ii) a $2.6 million increase in
minority interest as described above. This was partially offset
by: (i) a $0.6 million increase in income tax
provision; (ii) a $0.6 million decrease in interest
income; (iii) a $1.4 million increase in foreign
currency translation and transaction losses; and (iv) a
$0.8 million decrease in equity in income of investees. Net
income for the three months ended June 30, 2008 and 2007
each includes stock-based compensation related to stock options
of $1.0 million.
Comparison
of the Six Months Ended June 30, 2008 and the Six Months
Ended June 30, 2007
Total
Revenues
Total revenues for the six months ended June 30, 2008 were
$149.6 million, as compared with $145.8 million for
the six months ended June 30, 2007, which represented a
2.6% increase in total revenues. This increase is attributable
to our Electricity Segment whose revenues increased by 22.5%,
offset by a decrease of 39.5% in our Products Segment revenues
over the same period in 2007.
Electricity
Segment
Revenues attributable to our Electricity Segment for the six
months ended June 30, 2008 were $121.3 million, as
compared with $99.0 million for the six months ended
June 30, 2007, which represented a 22.5% increase in such
revenues. This increase is primarily attributable to additional
revenues of $18.6 million generated in the United States
resulting from (i) an increase in our generating capacity
and energy generation in the United States from 958,505 MWh
in the six months ended June 30, 2007 to 1,112,454 MWh
in the six months ended June 30, 2008; and (ii) an
increase in the energy rates in the Puna project (due to higher
oil prices) and in our Standard Offer #4 power purchase
agreements payable by Southern California Edison. The increase
in Electricity Segment revenues in the first half of 2008 is
also attributable to a net increase of $3.7 million in
revenues from our international plants as a result of revenues
generated from our Amatitlan project in Guatemala and from our
Momotombo in Nicaragua. The increase in our United States
generating capacity is mainly the result of additional
generation from new power plants placed in service, as well as
the enhanced performance of our existing power plants, offset by
a decrease in the generation of the Steamboat
2/3
project as a result of a shut down required to replace two
turbines and a decrease in the generation of the OREG 1 project
as a result of lower than expected heat availability due to
operation of the compressor stations at a lower than expected
load.
Products
Segment
Revenues attributable to our Products Segment for the six months
ended June 30, 2008 were $28.3 million, as compared
with $46.8 million for the six months ended June 30,
2007, which represented a 39.5% decrease in such revenues. This
decrease is principally attributable to last years lower
products backlog, due to volatility and timing of our reciept of
purchase orders, and the timing of revenue recognition in
accordance with the percentage of completion method for each of
our geothermal and recovered energy generation products.
Total
Cost of Revenues
Total cost of revenues for the six months ended June 30,
2008 was $103.9 million, as compared with
$115.2 million for the six months ended June 30, 2007,
which represented a 9.8% decrease in total
34
cost of revenues. The decrease is attributable to decreased
costs in our Products Segment, offset by an increase in our
Electricity Segment, as discussed below. As a percentage of
total revenues, our total cost of revenues for the six months
ended June 30, 2007 was 69.5% as compared with 79.0% for
the same period in 2007.
Electricity
Segment
Total cost of revenues attributable to our Electricity Segment
for the six months ended June 30, 2007 was
$80.2 million, as compared with $75.1 million for the
six months ended June 30, 2007, which represented a 6.8%
increase in total cost of revenues for such segment. The
increase in our costs in this segment during the first half of
2008 over the same period in 2007 reflects: (i) costs
relating to new and enhanced projects placed into service
(including depreciation); and (ii) an increase in labor and
materials costs in existing plants. As a percentage of total
electricity revenues, the total cost of revenues attributable to
our Electricity Segment for the six months ended June 30,
2008 was 66.1% compared with 75.8% for the six months ended
June 30, 2007.
Products
Segment
Total cost of revenues attributable to our Products Segment for
the six months ended June 30, 2008 was $23.8 million,
as compared with $40.1 million for the six months ended
June 30, 2007, which represented a 40.8% decrease in total
cost of revenues related to such segment. This decrease is
attributable to the decrease in our product revenues, as
described above, as well as to a different product mix. This
decrease was partially offset by an increase in labor, material,
construction and transportation costs, as well as costs
resulting from the devaluation of the U.S. dollar. As a
percentage of total Products Segment revenues, our total cost of
revenues attributable to this segment for the six months ended
June 30, 2008 was 83.9% as compared with 85.8% for the six
months ended June 30, 2007. Our costs as a percentage of
total revenues for this segment were not negatively impacted by
the reduced revenues during the first quarter of 2008 because of
increased manufacturing and construction activities for our own
projects, relying less on subcontracts.
Research
and Development Expenses
Research and development expenses for the six months ended
June 30, 2008 were $1.5 million, as compared with
$1.8 million for the six months ended June 30, 2007,
which represented a 16.1% decrease. Such decrease reflects
fluctuations in the period in which actual expenses were
incurred.
Selling
and Marketing Expenses
Selling and marketing expenses for the six months ended
June 30, 2008 were $5.5 million, as compared with
$5.8 million for the six months ended June 30, 2007,
which represented a 4.6% decrease. The decrease was due
primarily the decrease in Products Segment revenues. Selling and
marketing expenses for the six months ended June 30, 2008
constituted 3.7% of total revenues for such period, as compared
with 4.0% for the six months ended June 30, 2007.
General
and Administrative Expenses
General and administrative expenses for the six months ended
June 30, 2008 were $12.0 million, as compared with
$10.9 million for the six months ended June 30, 2007,
which represented a 9.6% increase. Such increase is attributable
to an increase in personnel expenses due in part to the
devaluation of the U.S. dollar. General and administrative
expenses for the six months ended June 30, 2008 increased
to 8.0% of total revenues for such period, from 7.5% for the six
months ended June 30, 2007.
Operating
Income
Operating income for the six months ended June 30, 2008 was
$26.7 million, as compared with $12.1 million for the
six months ended June 30, 2007. Such increase in operating
income was principally attributable to an increase in the gross
margin in our Electricity Segment due to the significant
increase in revenues during the first half of 2008, as described
above. Operating income attributable to our Electricity Segment
for the six months ended June 30, 2008 was
$26.6 million, as compared with
35
$12.6 million for the six months ended June 30, 2007.
Operating income attributable to our Products Segment for the
six months ended June 30, 2008 was $0.1 million, as
compared with an operating loss of $0.5 million for the six
months ended June 30, 2007.
Interest
Income
Interest income for the six months ended June 30, 2008 was
$2.1 million, as compared with $3.0 million for the
six months ended June 30, 2007, which represented a 30.9%
decrease. The $0.9 million decrease is primarily due to a
decrease in interest rates payable on liquid investments.
Interest
Expense
Interest expense for the six months ended June 30, 2008 was
$6.5 million, as compared with $14.9 million for the
six months ended June 30, 2007, which represented a 56.4%
decrease. The $8.4 million decrease is primarily due to
principal repayments and to an increase of $5.6 million in
interest capitalized to projects as a result of increased
projects under construction.
Impairment
of Auction Rate Securities
In the six months ended June 30, 2008, we recorded
$0.3 million of impairment as a result of an
other-than-temporary decline in the value of certain auction
rate securities. See also Note 6 to our condensed
consolidated financial statements.
Income
Taxes
Income tax provision for the six months ended June 30, 2008
was $4.7 million as compared with $3,000 income tax benefit
for the six months ended June 30, 2007. The effective tax
rate for the six months ended June 30, 2008 and 2007 was
22.5% and 21.4%, respectively.
Minority
interest
Minority interest for the six months ended June 30, 2008
and 2007 includes income of $5.2 million, and
$0.3 million, respectively, from the sale of limited
liability company interests in OPC to institutional equity
investors in June 2007 and in April 2008.
Equity
in Income of Investees
Our participation in the income generated from our investees for
the six months ended June 30, 2008 was $1.0 million,
as compared with $2.4 million for the six months ended
June 30, 2007. On September 25, 2007, our equity
investee, Ormat Leyte Co. Ltd. (Leyte) transferred its power
plants to PNOC-Energy Development Corporation pursuant to a
Build, Operate, and Transfer agreement. We did not incur any
material financial loss as a result of such transfer, although
going forward this will reduce our owned foreign generation
capacity by 39 MW with a commensurate impact on equity in
income of investees and net income. Our equity in income of
investees for the six months ended June 30, 2008 includes
an immaterial loss from Leyte, while in the six months ended
June 30, 2007 we had $1.7 million of income from Leyte.
Net
Income
Net income for the six months ended June 30, 2008 was
$22.2 million, as compared with $2.7 million for the
six months ended June 30, 2007, which represents an
increase of 721.3%. Such increase in net income was principally
attributable to: (i) an increase in our operating income of
$14.6 million; (ii) an $8.4 million decrease in
interest expense; and (iii) a $4.9 million increase in
minority interest as described above. This was partially offset
by: (i) a $4.7 million increase in income tax
provision; (ii) a $1.5 million decrease in equity in
income of investees; (iii) a $0.9 million decrease in
interest income; and (iv) a $0.9 million increase in
foreign currency translation and transaction losses. Net income
for the six months ended June 30, 2008 includes stock-based
compensation related to stock options of $2.1 million as
compared with $1.6 million for the six months ended
June 30, 2007.
36
Liquidity
and Capital Resources
Our principal sources of liquidity have been derived from cash
from operations, proceeds from parent company loans, third party
debt in the form of borrowing under credit facilities, issuance
by Ormat Funding and OrCal Geothermal of their Senior Secured
Notes, project financing (including the Puna lease and the OPC
Tax Monetization Transactions described below) and the issuance
of our common stock in public and private offerings. 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, 2008, we have access to the following
sources of funds: (i) $137.8 million in cash and cash
equivalents; and (ii) $160.0 million of corporate
borrowing capacity under existing lines of credit with different
commercial banks.
Our estimated capital needs for the rest of 2008 include
approximately $272.0 million for capital expenditures on
new projects in development or construction, exploration
activity, operating projects, and machinery and equipment, as
well as $32.2 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) additional borrowing capacity under
future lines of credit with commercial banks that are under
negotiations; (iv) future project financing and
refinancing; and (v) potential future tax monetization
transactions. 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 January 31, 2006, provides
us with the ability to raise additional capital of up to
$470 million through the issuance of securities.
Issuance
of stock
As described in Recent Developments, on
January 8, 2008, we completed an unregistered sale of
693,750 shares of common stock to our parent at a price of
$48.02 per share. The proceeds from this unregistered sale were
approximately $33.3 million.
As described in Recent Developments, on May 14,
2008, we completed a sale of 3,100,000 shares of common
stock to Lehman Brothers Inc. in a block trade at a price of
$48.36 per share (net of underwriting fees and commissions),
under our shelf registration statement filed in early 2006. Net
proceeds to us, after deducting underwriting fees and
commissions and estimated offering expenses associated with the
offering, were approximately $149.7 million.
The proceeds from these sales are being used for general
corporate purposes, which may include construction of geothermal
and recovered energy generation power plants and other
investments and financing activities.
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 are to be 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 per annum equal to Ormat
Industries average effective cost of funds plus 0.3% in
dollars, which represents a rate of 7.5% per annum. All
computations of interest shall be made by Ormat Industries on
the basis of a year consisting of 360 days. As of
June 30, 2008, the outstanding balance of the loan was
approximately $41.2 million compared to $57.8 million,
as of December 31, 2007.
37
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
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 projects. 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, 2008, we were in compliance with the covenants
under the OrCal Senior Secured Notes. As of June 30, 2008,
there were $126.8 million of OrCal Senior Secured Notes
outstanding.
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 projects, and the
financing of the acquisition cost of the Steamboat
2/3
project. 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, 2008, we were in compliance with the covenants
under the OFC Senior Secured Notes. As of June 30, 2008,
there were $161.0 million of OFC Senior Secured Notes
outstanding.
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|
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Senior
Loans from International Finance Corporation (IFC) and
Commonwealth Development Corporation (CDC)
Non-Recourse
|
Orzunil I de Electricidad, Limitada (Orzunil), a wholly owned
subsidiary in Guatemala, has senior loan agreements with IFC and
CDC. The first loan from IFC, of which $5.3 million was
outstanding as of June 30, 2008, has a fixed annual
interest rate of 11.775%, and matures on November 15, 2011.
The second loan from IFC, was fully repaid on May 15, 2008.
The loan from CDC, of which $5.5 million was outstanding as
of June 30, 2008, 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, 2008, Orzunil is in
compliance with the covenants under these senior loans.
Credit
Facility Agreement (The Momotombo project) Limited
Recourse
Ormat Momotombo Power Company (Momotombo), a wholly owned
subsidiary in Nicaragua, has a loan agreement with Bank
Hapoalim, of which $6.9 million was outstanding as of
June 30, 2008, bearing an interest rate of
3-month
LIBOR plus 2.375% per annum on tranche one of the loan and
38
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 and tranche two
of the loan matures on December 5, 2010, and is payable in
28 quarterly installments of $424,000. There are various
restrictive covenants under this loan, which include limitations
on Momotombos ability to make distributions to its
shareholders.
Due to a failure of a turbine that was not manufactured by
Ormat, the Momotombo project had not been in full operation from
June 2007 through October 2007. As a result, Momotombo did not
meet the debt service coverage ratio required at
December 31, 2007, and therefore, distributions from the
project are restricted. The turbine has been repaired and the
power plant returned to full operation in November 2007.
In October 2007, Momotombo reached an agreement with Bank
Hapoalim, pursuant to which Bank Hapoalim allowed Momotombo to
use the funds in the Debt Service Reserve Account
for the repair of the damaged turbine. As a result, Momotombo
does not comply with the required Debt Service Reserve
Account. In accordance with the terms of the credit
facility, Momotombo has a
180-day
period to replenish the Debt Service Reserve
Account. On February 24, 2008, Bank Hapoalim granted
Momotombo an extension to replenish the Debt Service
Reserve Account until August 31, 2009. As the power
plant recently returned to full operation, we believe that
Momotombo will comply with the Debt Service Reserve
Account covenant before August 31, 2009.
New
financing of our projects
Financing
of the Amatitlan Project
We intend to refinance our equity investment in the construction
of the Amatitlan project in Guatemala. We terminated the
exclusivity of the mandate letter with a bank in Guatemala and
are currently in discussions with other financial institutions.
Financing
of Phase II of Olkaria III Project
We have engaged a financial institution that is leading a
syndicate for the purpose of arranging long term financing for
the Olkaria III project in Kenya. We are in the process of
preparing the documentation for the financing.
Full-Recourse
Third Party Debt
In connection with our acquisition through our Israeli
subsidiary, Ormat Systems Ltd. (Ormat Systems), of the power
generation business from our parent and in connection with
obtaining lines of credit, we entered into certain agreements
with various commercial banks. Under these agreements, in
exchange for such banks release of our parents
guarantee and a release of their security interest over the
assets of Ormat Systems, we and Ormat Systems have agreed to
certain negative covenants, including, but not limited to, 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. We
do not expect that these covenants or ratios, which apply to us
on a consolidated basis, will materially limit our ability to
execute our future business plans or our operations. 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.
We do not expect that any third party debt that we, or any of
our subsidiaries, will incur in the future will be guaranteed by
our parent.
Most of the loan agreements to which we or our subsidiaries are
a party contain cross-default provisions with respect to other
material indebtedness owed by us or them to any third party.
39
On February 15, 2006, our subsidiary, Ormat Nevada, entered
into a $25.0 million credit agreement with Union Bank of
California (UBOC). 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. UBOC 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, 2008, six letters of credit in the amount of
$12.7 million remained issued and outstanding under this
credit agreement with UBOC.
In 2007, we entered into credit agreements with three commercial
banks in the aggregate amount of $110 million. In addition,
in May 2008, we entered into an additional credit agreement with
another commercial bank in the amount of $50 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. Our (or Ormat Systems) obligations
under the credit agreements are unsecured, but we are subject to
a negative pledge in favor of the banks and certain other
customary restrictive covenants.
As of June 30, 2008 and as of the date of this report, no
loans or letters of credits were outstanding under such credit
agreements.
Our management believes that we are currently in compliance with
our covenants with respect to our third-party debt, except as
described above regarding the Bank Hapoalim loan.
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 Leumi and Bank Hapoalim have issued such performance
letters of credit in favor of our customers from time to time.
As of June 30, 2008, Bank Leumi and Bank Hapoalim have
agreed to make available to us letters of credit totaling
$10.9 million and $23.0 million, respectively. As of
such date, Bank Leumi and Bank Hapoalim have issued letters of
credit in the amount of $10.9 million and
$13.0 million, respectively.
In addition, we and certain of our subsidiaries may request
letters of credit under the credit agreements with UBOC and four
other commercial banks as described above under
Full-Recourse Third Party Debt. As of June 30,
2008, six letters of credit in the amount of $12.7 million
remained issued and outstanding under the UBOC 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
40
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
Tax Monetization Transactions
On June 7, 2007, a wholly owned subsidiary of the Company,
Ormat Nevada, concluded a transaction to monetize production tax
credits and other favorable tax attributes, such as accelerated
depreciation, generated from certain of its geothermal power
projects. Pursuant to the transaction, affiliates of Morgan
Stanley & Co. Incorporated and Lehman Brothers Inc.
became institutional equity investors in a newly formed
subsidiary of Ormat Nevada. The projects involved in the
transaction include Desert Peak 2, Steamboat Hills, and Galena
2, all located in Nevada.
Under the transaction structure, Ormat Nevada transferred the
aforementioned geothermal power projects to the newly formed
subsidiary, OPC LLC (OPC), and sold limited liability company
interests in OPC to the institutional equity investors for
$71.8 million. 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 institutional equity 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 institutional equity 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.
On April 17, 2008, a second closing of the transaction was
concluded. Under this second closing, Ormat Nevada transferred
the Galena 3 geothermal project to OPC, and received from the
institutional equity investors $63.1 million, net of
transaction costs.
Liquidity
Impact of Uncertain Tax positions
As discussed in Note 11 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 $5.8 million as of June 30, 2008. This
liability is included in long-term liabilities in our
consolidated balance sheet, because we generally do not
anticipate that settlement of the liability will require payment
of cash within the next twelve months. We are not able to
reasonably estimate when we will make any cash payments required
to settle this liability, but do not believe that the ultimate
settlement of our obligations will materially effect our
liquidity.
41
Dividend
The following are the dividends declared by us during the past
two years:
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Dividend Amount
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|
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Date Declared
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per Share
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|
Record Date
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Payment Date
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November 7, 2006
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$
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0.04
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November 30, 2006
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December 13, 2006
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February 27, 2007
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$
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0.07
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March 21, 2007
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March 29, 2007
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May 8, 2007
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$
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0.05
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May 22, 2007
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May 29, 2007
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August 8, 2007
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$
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0.05
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August 22, 2007
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|
|
|
August 29, 2007
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November 6, 2007
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$
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0.05
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November 28, 2007
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December 12, 2007
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February 26, 2008
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$
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0.05
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March 14, 2008
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March 27, 2008
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May 6, 2008
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|
$
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0.05
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|
|
|
May 20, 2008
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|
|
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May 27, 2008
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|
August 5, 2008
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|
$
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0.05
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August 19, 2008
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August 29, 2008
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Historical
Cash Flows
The following table sets forth the components of our cash flows
for the relevant periods indicated:
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Six Months Ended June 30,
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2008
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2007
|
|
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(in thousands)
|
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Net cash provided by operating activities
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$
|
49,624
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|
|
$
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14,682
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Net cash used in investing activities
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|
|
(167,377
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)
|
|
|
(38,882
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)
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Net cash provided by financing activities
|
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208,293
|
|
|
|
28,850
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Net increase in cash and cash equivalents
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90,540
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|
|
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4,650
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For
the six months ended June 30, 2008
Net cash provided by operating activities for the six months
ended June 30, 2008 was $49.6 million, as compared
with $14.7 million for the six months ended June 30,
2007. Such net increase of $34.9 million resulted primarily
from (i) the increase in net income to $22.2 million
in the six months ended June 30, 2008, as compared with
$2.7 million in the six months ended June 30, 2007,
mainly as a result of the increase in gross margin, as described
above, and (ii) an increase of $10.6 million in
billings in excess of costs and estimated earnings on
uncompleted contracts, in the six months ended June 30,
2008, as compared to $2.2 million in the six months ended
June 30, 2007.
Net cash used in investing activities for the six months ended
June 30, 2008 was $167.4 million, as compared with
$38.9 million for the six months ended June 30, 2007.
The principal factors that affected our cash flow used in
investing activities during the six months ended June 30,
2008 were capital expenditures of $177.9 million, primarily
for our 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. The principal factors that affected our
cash flow used in investing activities during the six months
ended June 30, 2007 were capital expenditures of
$69.4 million, primarily for our power facilities under
construction and a $17.9 million increase in restricted
cash, cash equivalents and marketable securities, offset by a
$48.5 million decrease in marketable securities.
Net cash provided by financing activities for the six months
ended June 30, 2008 was $208.3 million, as compared
with $28.9 million for the six months ended June 30,
2007. The principal factors that affected the cash flow 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 a
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 tax monetization 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. The principal factors that affected the cash
flow
42
provided by financing activities during the six months ended
June 30, 2007 were $69.6 million in net proceeds from
the sale of OPC interest relating to the OPC tax monetization
transaction, offset by the repayment of long-term debt in the
amount of $19.9 million, the repayment of debt to our
parent in the amount of $16.6 million, and the payment of a
dividend to our shareholders in the amount of $4.6 million.
Capital
Expenditures
Our capital expenditures primarily relate to two principal
components: the enhancement of our existing power plants and the
development 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 or tax monetization at the subsidiary level. We currently
do not contemplate obtaining any new loans from our parent
company.
Phase II of the Olkaria III
Project. In connection with Phase II of
the Olkaria III 35 MW project, we have completed the
drilling of the wells. Construction work is at an advanced stage
and the majority of the power plant equipment is on site. We
expect the construction to be completed during the fourth
quarter.
Puna Project. An enhancement program
for the Puna project is currently planned and is intended to
increase the output of the project by an estimated 8 MW
through the construction of an OEC unit. We expect that such
enhancement program will be completed in 2009. We have not yet
entered into a power purchase agreement for the supply of energy
from this planned addition.
North Brawley Project. The North
Brawley project will deliver approximately 50 MW of power
generation under an existing power purchase agreement with
Southern California Edison. Construction work and drilling
activity are at an advanced stage and the majority of the power
plant equipment has arrived at the site. We expect the
construction to be completed by the end of 2008.
OREG 2 Project. In connection with the
OREG 2 recovered energy project, we plan to construct four power
plants along the Northern Border natural gas pipeline. Each of
the four facilities will have a net capacity of 5.5 MW. We
started the construction of two facilities, which will be
completed by the end of 2008 or early 2009. The other two
facilities are scheduled to be completed by the end of 2009.
GDL Project.?We are constructing a 10 MW
power plant, located in Kawerau, New Zealand. We have a 49%
ownership interest in the project and have an option to acquire
the remaining 51% before the completion of construction.
Completion of this project is expected in the second half of
2008.
Peetz Project. In connection with the
Peetz recovered energy project, we started the construction of
the 4 MW power plant along a natural gas pipeline near
Denver, Colorado. The facility is scheduled to be commissioned
in mid-2009.
East Brawley. We plan to construct and
have begun manufacturing equipment and exploration drilling for
an additional 50 MW power plant in the Brawley known
geothermal resource area in Imperial County, California,
adjacent to the North Brawley project. Completion of the project
is projected for the end of 2009.
GRE Project. We are developing a
5.3 MW recovered energy generation project for Great River
Energy, which will be located along the Northern Boarder
pipeline in Martin County, Minnesota. We recently signed a
20-year
power purchase agreement with Great River Energy. We expect this
facility to be commissioned in late 2009 or early 2010.
We have budgeted approximately $644 million for the
projects described above and have invested approximately
$245 million of such budget as of June 30, 2008, and
expect to invest approximately $211 million in the rest of
2008.
In addition to the above projects, our operating projects have
capital expenditure requirements for the rest of 2008 of
approximately $24 million. We plan to start other
construction and enhancement of additional projects, and we have
various leases for geothermal resources, in which we have
started
43
exploration activity, for a total investment amount of
approximately $57 million for the rest of 2008 and 2009,
and we also plan to invest approximately $15 million in
machinery and equipment, including drilling equipment in the
rest of 2008.
We do not anticipate material capital expenditures in the near
term for any of our operating projects, other than those
described above and other than new projects beyond 2008.
Exposure
to Market Risks
One market risk to which power plants are typically exposed is
the volatility of electricity prices. However, 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
projects, the Ormesa project and the Mammoth project will be
determined by reference to the relevant power purchasers
short run avoided costs. The Puna project is currently
benefiting from energy prices which are higher than the floor
under the Puna power purchase agreement, as a result of the high
fuel costs that impact Hawaii Electric Light Companys
avoided costs. In addition, under certain of the power purchase
agreements for our projects in Nevada, the price that Sierra
Pacific Power Company pays for energy and capacity is based upon
California-Oregon border power market pricing.
As of June 30, 2008, 98.0% 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, 2.0% 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,
2008, $6.9 million of our debt remained subject to some
floating rate risk. As such, our exposure to changes in interest
rates with respect to our long-term obligations is immaterial.
We currently maintain our surplus cash in short-term,
interest-bearing bank deposits, money market securities,
commercial paper and auction rate securities (with a minimum
investment grade rating of AA by Standard &
Poors Ratings Services).
We account for our investment in marketable securities in
accordance with SFAS No. 115, Accounting for
Investments in Debt and Equity Securities. All of our
investments in marketable securities (including marketable
securities which are part of restricted cash accounts) are
treated as available-for-sale under
SFAS No. 115. Our marketable securities include
auction rate securities and commercial paper.
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. Should interest rates
fluctuate by 10 percent, the value of our marketable
securities as of June 30, 2008 would not have changed
significantly, since most of our investment in marketable
securities are short-term or bearing variable interest rates,
but our interest income would have changed by approximately
$0.2 million for the six months ended June 30, 2008.
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 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.
44
In the fourth quarter of 2007, certain auction rate securities
failed auction due to sell orders exceeding buy orders. While we
continue to earn interest on these investments at the
contractual rates, the estimated market value of these auction
rate securities no longer approximates par value. We concluded
that the fair value of these auction rate securities at
June 30, 2008 and December 31, 2007 was
$7.5 million and $8.4 million, respectively, a decline
of $3.7 million and $2.8 million, respectively, from
par value of $11.2 million. Of this amount,
$1.4 million and $0.8 million as of June 30, 2008
and December 31, 2007, respectively, was deemed temporary,
as we believe the decline in market value is due to general
market conditions. Based upon our evaluation of available
information, we believe these investments generally are of high
credit quality, as substantially all of the investments carry a
AA credit. In addition, we currently have the intent and ability
to hold these investments until anticipated recovery in market
value occurs. Accordingly, we have recorded an unrealized loss
on these securities of $0.6 million in the six months ended
June 30, 2008 and $0.8 million in the year ended
December 31, 2007 in other comprehensive loss. We concluded
that an amount of $0.3 million in the six months ended
June 30, 2008, and $2.0 million in the year ended
December 31, 2007 of the decline was other-than-temporary
and recorded impairment charges for these amounts. Our
conclusion for the other than temporary impairment is based on
the significant decline in fair value indicated for a certain
investment.
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. 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 contacts 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. In the past, we have not used any
material foreign currency exchange contracts or other derivative
instruments to reduce our exposure to this risk. In the future,
we may use such foreign currency exchange contracts and other
derivative instruments to reduce our foreign currency exposure
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. 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 30.7% and 29.4% of our
total revenues for the three months ended June 30, 2008 and
2007, respectively, and 30.5% and 27.4% of our total revenues
for the six months ended June 30, 2008 and 2007,
respectively. Southern California Edison is also the power
purchaser and revenue source for our Mammoth project, which we
account for separately under the equity method of accounting.
Hawaii Electric Light Company accounts for 16.5% and 12.0% of
our total revenues for the three months ended June 30, 2008
and 2007, respectively, and 18.6% and 13.5% of our total
revenues for the six months ended June 30, 2008 and 2007,
respectively.
Sierra Pacific Power Company accounted for 10.2% and 7.5% of our
total revenues for the three months ended June 30, 2008 and
2007, respectively, and 11.1% and 8.7% of our total revenues for
the six months ended June 30, 2008 and 2007, respectively.
45
Government
Grants and Tax Benefits
The U.S. government encourages production of electricity
from geothermal resources through certain tax subsidies. We are
permitted to claim approximately 10% of the cost of each new
geothermal power plant in the United States as an investment tax
credit against our federal income taxes. Alternatively, we are
permitted to claim a production tax credit, which in
2007 was 2.0 cents per kWh and which is adjusted annually for
inflation. The production tax credit may be claimed on the
electricity output of new geothermal power plants put into
service by December 31, 2008. Credit may be claimed for ten
years on the output from any new geothermal power plants put
into service prior to December 31, 2008. The owner of the
project must choose between the production tax credit and the
10% 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 credit, we are 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.
If we claim the investment credit, our tax base in
the plant that we can recover through depreciation 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.
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 the period from July 1, 2004 to
June 30, 2006, 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 the period from January 1, 2007 to
December 31, 2008, 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.
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
46
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, 2008, 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 first quarter of 2008 that have materially
affected or are reasonably likely to materially affect our
internal controls over financial reporting.
47
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, 2008 other than as described below.
On April 26, 2008, our Nicaraguan subsidiary, Ormat
Momotombo Power Company (OMPC), received notice of an
administrative order issued by the Ministry of Natural Resources
and Environment of Nicaragua (MARENA) relating to alleged
violations of environmental regulations under Nicaraguan law in
connection with OMPCs operation of the Momotombo
geothermal power plant in that country. The order was issued
following an administrative hearing in the first instance at
which OMPC was found liable for the environmental and other
infractions. OMPC appealed the order to MARENA. OMPCs
appeal was denied on July 15, 2008, and OMPC was sanctioned
with a nominal fine. The order and denial of appeal by MARENA
are subject to further appeal in the Nicaraguan judicial courts
and we intend to pursue the judicial appeal process. In
addition, this dispute is subject to the dispute resolution
provisions contained in the Foreign Investment Contract entered
into between OMPC and the Nicaraguan government in June 1999.
All penalties incurred by OMPC as a result of these violations
are stayed until OMPC has exhausted the legal remedies available
to it under Nicaraguan law. We disagree with the MARENA order
finding OMPC liable for significant environmental infractions
and intend to appeal the administrative order and otherwise
defend vigorously against MARENAs claims. If the
administrative order is upheld at the end of these review
processes in a final non-appealable decision, OMPC may be
required to suspend indefinitely its operating activities
relating to the project and implement a plan of environmental
remediation. The net book value of the geothermal power plant as
of June 30, 2008 is $17.0 million.
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.
ITEM 1A. RISK
FACTORS
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, 2007 filed with the SEC on
March 5, 2008.
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 2008.
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 except as
described under Liquidity and capital resources
regarding the Bank Hapoalim credit facility.
ITEM 4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 6, 2008, we held our Annual Meeting of Stockholders.
The two directors whose terms expired at the meeting, Yoram
Bronicki and Roger W. Gale, were 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 2008.
48
The results of the votes were as follows:
|
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|
|
|
|
|
|
|
|
|
|
|
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|
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Votes Against/
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|
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|
Broker
|
|
Proposal
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Votes For
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Withheld
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Abstentions
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Non-Vote
|
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Election of Director Yoram Bronicki
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34,817,346
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487,571
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None
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None
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Election of Director Roger W. Gale
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34,893,337
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|
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411,580
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None
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None
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Ratification of appointment of PricewaterhouseCoopers LLP
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35,256,819
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46,795
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1,302
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None
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ITEM 5. OTHER
INFORMATION
None.
ITEM 6. EXHIBITS
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Exhibit No.
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Document
|
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3
|
.1
|
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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.
|
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3
|
.2
|
|
Second Amended and Restated By-laws, incorporated by reference
to Exhibit 3.2 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.
|
|
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
|
.1.18
|
|
First Amendment to Agreement for Purchase of Membership
Interests in OPC LLC, dated as of April 17, 2008, by and
among Ormat Nevada Inc., Morgan Stanley Geothermal LLC, and
Lehman-OPC LLC, incorporated by reference to
Exhibit 10.1.18 to Ormat Technologies, Inc. Quarterly
Report on
Form 10-Q
to the Securities and Exchange Commission on May 7, 2008.
|
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31
|
.1
|
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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.
|
49
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.
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ORMAT TECHNOLOGIES, INC.
|
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Date: August 5, 2008
|
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By:
|
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/s/ JOSEPH
TENNE
Name:
Joseph Tenne
Title: Chief Financial Officer
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50
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
|
|
Second Amended and Restated By-laws, incorporated by reference
to Exhibit 3.2 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.
|
|
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
(FileNo.
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
|
.1.18
|
|
First Amendment to Agreement for Purchase of Membership
Interests in OPC LLC, dated as of April 17, 2008, by and
among Ormat Nevada Inc., Morgan Stanley Geothermal LLC, and
Lehman-OPC LLC, incorporated by reference to
Exhibit 10.1.18 to Ormat Technologies, Inc. Quarterly
Report on
Form 10-Q
to the Securities and Exchange Commission on May 7, 2008.
|
|
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.
|
51