SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2006
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-32347
ORMAT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 88-0326081 | ||
(State
or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
||
6225 Neil Road, Suite 300, Reno, Nevada 89511-1136
(Address of principal executive offices)
Registrant’s 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 No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act.
Large accelerated filer | Accelerated filer | Non-accelerated filer | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No
As of the date of this filing, the number of outstanding shares of common stock of Ormat Technologies, Inc. is 35,587,496, par value $0.001 per share.
ORMAT TECHNOLOGIES, INC
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2006
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. The ‘‘OFC Senior Secured Notes’’ refers to the 8¼% Senior Secured Notes due 2020 that were issued in February 2004 by our subsidiary, Ormat Funding Corp. The ‘‘OrCal Senior Secured Notes’’ refers to the 6.21% Senior Secured Notes due 2020 that were issued in December 2005 by our subsidiary, OrCal Geothermal Inc.
3
PART I — UNAUDITED FINANCIAL INFORMATION
ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
ORMAT TECHNOLOGIES,
INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE
SHEETS
(Unaudited)
September
30, 2006 |
December 31, 2005 |
|||||||||||
(in thousands) | ||||||||||||
Assets | ||||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | $ | 19,856 | $ | 26,976 | ||||||||
Marketable securities | 60,018 | 43,560 | ||||||||||
Restricted cash, cash equivalents and marketable securities | 45,444 | 36,732 | ||||||||||
Receivables: | ||||||||||||
Trade | 42,360 | 33,515 | ||||||||||
Related entities | 884 | 524 | ||||||||||
Other | 4,135 | 2,629 | ||||||||||
Inventories, net | 5,880 | 5,224 | ||||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 8,625 | 8,883 | ||||||||||
Deferred income taxes | 1,796 | 1,663 | ||||||||||
Prepaid expenses and other | 6,768 | 3,256 | ||||||||||
Total current assets | 195,766 | 162,962 | ||||||||||
Unconsolidated investments | 38,984 | 47,235 | ||||||||||
Deposits and other | 14,137 | 13,489 | ||||||||||
Deferred income taxes | 7,270 | 5,376 | ||||||||||
Property, plant and equipment, net | 613,844 | 491,835 | ||||||||||
Construction-in-process | 145,064 | 128,256 | ||||||||||
Deferred financing and lease costs, net | 16,331 | 17,412 | ||||||||||
Intangible assets, net | 45,801 | 47,915 | ||||||||||
Total assets | $ | 1,077,197 | $ | 914,480 | ||||||||
Liabilities and Stockholders' Equity | ||||||||||||
Current liabilities: | ||||||||||||
Short-term bank credit | $ | — | $ | 3,996 | ||||||||
Accounts payable and accrued expenses | 60,919 | 50,048 | ||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 7,707 | 12,657 | ||||||||||
Current portion of long-term debt: | ||||||||||||
Limited and non-recourse | 8,335 | 2,888 | ||||||||||
Full recourse | 1,000 | 1,000 | ||||||||||
Senior secured notes (non-recourse) | 24,090 | 23,754 | ||||||||||
Due to Parent, including current portion of notes payable to Parent | 33,386 | 32,003 | ||||||||||
Total current liabilities | 135,437 | 126,346 | ||||||||||
Long-term debt, net of current portion: | ||||||||||||
Limited and non-recourse | 24,334 | 11,252 | ||||||||||
Full recourse | 1,000 | 2,000 | ||||||||||
Senior secured notes (non-recourse) | 315,280 | 324,645 | ||||||||||
Notes payable to Parent, net of current portion | 123,555 | 140,162 | ||||||||||
Other liabilities | — | 1,309 | ||||||||||
Deferred lease income | 79,554 | 81,569 | ||||||||||
Deferred income taxes | 27,024 | 22,004 | ||||||||||
Liabilities for severance pay | 13,018 | 11,409 | ||||||||||
Asset retirement obligation | 13,201 | 11,461 | ||||||||||
Total liabilities | 732,403 | 732,157 | ||||||||||
Minority interest in net assets of subsidiaries | 64 | 64 | ||||||||||
Commitments and contingencies (Notes 5, 6 and 10) | ||||||||||||
Stockholders' equity: | ||||||||||||
Common stock, par value $0.001 per share; 200,000,000 shares authorized; 35,587,496 and 31,562,496 shares issued and outstanding, respectively | 35 | 31 | ||||||||||
Additional paid-in capital | 260,080 | 124,008 | ||||||||||
Unearned stock-based compensation | — | (153 | ) | |||||||||
Retained earnings | 82,256 | 55,824 | ||||||||||
Accumulated other comprehensive income | 2,359 | 2,549 | ||||||||||
Total stockholders' equity | 344,730 | 182,259 | ||||||||||
Total liabilities and stockholders' equity | $ | 1,077,197 | $ | 914,480 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ORMAT TECHNOLOGIES, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||||||||||
(in
thousands, except per share amounts) |
(in
thousands, except per share amounts) |
|||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Electricity: | ||||||||||||||||||||||||
Energy and capacity | $ | 33,823 | $ | 30,042 | $ | 87,845 | $ | 80,009 | ||||||||||||||||
Lease portion of energy and capacity | 21,908 | 20,772 | 59,043 | 53,363 | ||||||||||||||||||||
Lease income | 671 | 571 | 2,014 | 859 | ||||||||||||||||||||
Total electricity | 56,402 | 51,385 | 148,902 | 134,231 | ||||||||||||||||||||
Products: | ||||||||||||||||||||||||
Related party | — | 5,684 | 3,503 | 6,288 | ||||||||||||||||||||
Other | 21,446 | 12,221 | 49,850 | 38,692 | ||||||||||||||||||||
Total products | 21,446 | 17,905 | 53,353 | 44,980 | ||||||||||||||||||||
Total revenues | 77,848 | 69,290 | 202,255 | 179,211 | ||||||||||||||||||||
Cost of revenues: | ||||||||||||||||||||||||
Electricity: | ||||||||||||||||||||||||
Energy and capacity | 22,194 | 17,277 | 59,736 | 53,332 | ||||||||||||||||||||
Lease portion of energy and capacity | 8,814 | 7,350 | 26,454 | 22,083 | ||||||||||||||||||||
Lease expense | 1,311 | 1,228 | 3,932 | 1,843 | ||||||||||||||||||||
Total electricity | 32,319 | 25,855 | 90,122 | 77,258 | ||||||||||||||||||||
Products | 13,157 | 12,073 | 33,269 | 34,183 | ||||||||||||||||||||
Total cost of revenues | 45,476 | 37,928 | 123,391 | 111,441 | ||||||||||||||||||||
Gross margin | 32,372 | 31,362 | 78,864 | 67,770 | ||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Research and development expenses | 826 | 777 | 2,489 | 1,871 | ||||||||||||||||||||
Selling and marketing expenses | 2,410 | 1,934 | 7,931 | 5,793 | ||||||||||||||||||||
General and administrative expenses | 4,270 | 3,388 | 13,358 | 9,990 | ||||||||||||||||||||
Operating income | 24,866 | 25,263 | 55,086 | 50,116 | ||||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest income | 1,443 | 1,370 | 4,905 | 3,255 | ||||||||||||||||||||
Interest expense: | ||||||||||||||||||||||||
Parent | (2,003 | ) | (2,753 | ) | (6,364 | ) | (8,015 | ) | ||||||||||||||||
Other | (8,018 | ) | (7,844 | ) | (22,893 | ) | (24,013 | ) | ||||||||||||||||
Less – amount capitalized | 1,674 | 1,586 | 5,716 | 3,217 | ||||||||||||||||||||
Foreign currency translation and transaction losses | (933 | ) | (21 | ) | (1,010 | ) | (65 | ) | ||||||||||||||||
Other non-operating income | 65 | 53 | 372 | 165 | ||||||||||||||||||||
Income before income taxes, minority interest, and equity in income of investees | 17,094 | 17,654 | 35,812 | 24,660 | ||||||||||||||||||||
Income tax provision | (4,342 | ) | (6,977 | ) | (8,412 | ) | (9,611 | ) | ||||||||||||||||
Minority interest in earnings of subsidiaries | (242 | ) | — | (813 | ) | — | ||||||||||||||||||
Equity in income of investees | 1,429 | 1,641 | 3,639 | 5,271 | ||||||||||||||||||||
Net income | 13,939 | 12,318 | 30,226 | 20,320 | ||||||||||||||||||||
Other comprehensive income (loss), net of related taxes: | ||||||||||||||||||||||||
Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge | (90 | ) | 1,742 | (271 | ) | 1,168 | ||||||||||||||||||
Change in unrealized gains or losses on marketable securities available-for-sale | 91 | (70 | ) | 81 | (35 | ) | ||||||||||||||||||
Comprehensive income | $ | 13,940 | $ | 13,990 | $ | 30,036 | $ | 21,453 | ||||||||||||||||
Earnings per share – basic and diluted | $ | 0.39 | $ | 0.39 | $ | 0.89 | $ | 0.64 | ||||||||||||||||
Weighted average number of shares used in computation of earnings per share: | ||||||||||||||||||||||||
Basic | 35,588 | 31,563 | 34,100 | 31,563 | ||||||||||||||||||||
Diluted | 35,609 | 31,579 | 34,100 | 31,576 | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ORMAT TECHNOLOGIES, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS’
EQUITY
(Unaudited)
Common Stock |
Additional Paid-in Capital |
Unearned Stock-based Compensation |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Total | |||||||||||||||||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||||||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2005 | 31,563 | $ | 31 | $ | 124,008 | $ | (153 | ) | $ | 55,824 | $ | 2,549 | $ | 182,259 | ||||||||||||||||||||||||||||
Reversal of deferred stock based compensation | — | — | (153 | ) | 153 | — | — | — | ||||||||||||||||||||||||||||||||||
Share based compensation | — | — | 1,176 | — | — | — | 1,176 | |||||||||||||||||||||||||||||||||||
Cash dividend declared, $0.11 per share | — | — | — | — | (3,794 | ) | — | (3,794 | ) | |||||||||||||||||||||||||||||||||
Issuance of shares of common stock in a follow-on public offering | 4,025 | 4 | 135,049 | — | — | — | 135,053 | |||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | 30,226 | — | 30,226 | |||||||||||||||||||||||||||||||||||
Other comprehensive income, net of related taxes: | ||||||||||||||||||||||||||||||||||||||||||
Amortization of unrealized gains in respect of derivative instruments | — | — | — | — | — | (271 | ) | (271 | ) | |||||||||||||||||||||||||||||||||
Change in unrealized gains or losses on marketable securities available-for-sale | — | — | — | — | — | 81 | 81 | |||||||||||||||||||||||||||||||||||
Balance at September 30, 2006 | 35,588 | $ | 35 | $ | 260,080 | $ | — | $ | 82,256 | $ | 2,359 | $ | 344,730 | |||||||||||||||||||||||||||||
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)
Nine Months Ended September 30, | ||||||||||||
2006 | 2005 | |||||||||||
(in thousands) | ||||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | 30,226 | $ | 20,320 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 31,881 | 27,385 | ||||||||||
Accretion of asset retirment obligation | 712 | 575 | ||||||||||
Share-based compensation | 1,176 | — | ||||||||||
Amortization of deferred lease income | (2,015 | ) | (859 | ) | ||||||||
Minority interest in earnings of subsidiaries | 813 | — | ||||||||||
Equity in income of investees | (3,639 | ) | (5,271 | ) | ||||||||
Distributions from unconsolidated investments | 2,920 | 4,558 | ||||||||||
Unrealized loss in respect of derivative instruments, net | 358 | — | ||||||||||
Loss (gain) on severace pay fund asset | (643 | ) | 228 | |||||||||
Deferred income tax provision | 2,738 | 3,121 | ||||||||||
Changes in operating assets and liabilities, net of acquisitions: | ||||||||||||
Receivables | (7,257 | ) | (9,150 | ) | ||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 258 | (2,347 | ) | |||||||||
Inventories | (656 | ) | 805 | |||||||||
Prepaid expenses and other | (3,430 | ) | (1,719 | ) | ||||||||
Deposits and other | 69 | (389 | ) | |||||||||
Accounts payable and accrued expenses | 4,316 | 15,652 | ||||||||||
Due from/to related entities, net | (614 | ) | 1,968 | |||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (4,950 | ) | 6,222 | |||||||||
Other liabilities | (20 | ) | (40 | ) | ||||||||
Proceeds from operating lease transaction | — | 78,600 | ||||||||||
Deferred lease transaction costs | — | (3,272 | ) | |||||||||
Liabilities for severance pay | 1,609 | 493 | ||||||||||
Due to Parent | 1,376 | — | ||||||||||
Net cash provided by operating activities | 55,228 | 136,880 | ||||||||||
Cash flows from investing activities: | ||||||||||||
Distributions from unconsolidated investments | 2,000 | 1,020 | ||||||||||
Marketable securities, net | (16,451 | ) | 34,747 | |||||||||
Net change in restricted cash, cash equivalents and marketable securities | (5,173 | ) | (16,502 | ) | ||||||||
Capital expenditures | (114,858 | ) | (87,305 | ) | ||||||||
Cash paid for acquisitions, net of cash received | (22,760 | ) | — | |||||||||
Increase in severance pay fund asset, net | (432 | ) | (242 | ) | ||||||||
Repayment from unconsolidated investment | 93 | 761 | ||||||||||
Net cash used in investing activities | (157,581 | ) | (67,521 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||
Due to Parent, net | (16,600 | ) | (18,421 | ) | ||||||||
Repayments of short-term and long-term debt | (18,706 | ) | (33,365 | ) | ||||||||
Deferred debt issuance costs | (720 | ) | (438 | ) | ||||||||
Proceeds from follow-on public offering, net of issuance costs | 135,053 | — | ||||||||||
Cash dividends paid | (3,794 | ) | (5,347 | ) | ||||||||
Net cash provided by (used in) financing activities | 95,233 | (57,571 | ) | |||||||||
Net increase (decrease) in cash and cash equivalents | (7,120 | ) | 11,788 | |||||||||
Cash and cash equivalents at beginning of period | 26,976 | 36,750 | ||||||||||
Cash and cash equivalents at end of period | $ | 19,856 | $ | 48,538 | ||||||||
Supplemental non-cash investing and financing activities: | ||||||||||||
Increase in accounts payable related to purchases of property, plant and equipment | $ | 5,314 | $ | 3,300 | ||||||||
Increase in asset retirement cost and asset retirement obligation | $ | 1,028 | $ | — | ||||||||
Acquisition – See Note 5 | ||||||||||||
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 − 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 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 accounting principles generally accepted in the United States of America 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 Company’s consolidated financial position as of September 30, 2006, consolidated results of operations for the three and nine-month periods ended September 30, 2006 and 2005 and consolidated cash flows for the nine-month periods ended September 30, 2006 and 2005.
The financial data and other information disclosed in these notes to the condensed consolidated interim financial statements related to these periods are unaudited. The results for the three and nine-month periods ended September 30, 2006 are not necessarily indicative of the results to be expected for the year ending December 31, 2006.
These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2005. The condensed consolidated balance sheet data as of December 31, 2005 is derived from the audited consolidated financial statements for the year ended December 31, 2005, but does not include all disclosures required by accounting principles generally accepted in the United States of America.
Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest $1,000.
Certain comparative figures have been reclassified to conform to the current periods’ presentation.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments 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 September 30, 2006 and December 31, 2005, the Company had deposits totaling $12,525,000 and $9,889,000, respectively, in six U.S. financial institutions that were federally insured up to $100,000 per account. At September 30, 2006 and December 31, 2005, the Company’s deposits in foreign countries amounted to approximately $13,987,000 and $11,935,000, respectively. The Company’s uninsured balance of cash investments at September 30, 2006 and December 31, 2005 was $112,792,000 and $93,383,000, respectively.
At September 30, 2006 and December 31, 2005, accounts receivable related to operations in foreign countries amounted to approximately $15,257,000 and $11,017,000, respectively. At September 30, 2006 and December 31, 2005 accounts receivable from the Company’s major customers that have generated 10% or more of its revenues amounted to approximately 60% and 59% of the Company’s accounts receivable, respectively.
Southern California Edison Company (‘‘SCE’’) accounted for 36.0% and 41.3% of the Company’s total revenues for the three months ended September 30, 2006 and 2005, respectively, and 31.8% and 38.1% of the Company’s total revenues for the nine months ended September 30, 2006 and 2005,
8
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
respectively. SCE is also the power purchaser and revenue source for the Company’s Mammoth project, which is accounted for separately under the equity method of accounting.
Sierra Pacific Power Company accounted for 9.2% and 9.9% of the Company’s total revenues for the three months ended September 30, 2006 and 2005, respectively, and 12.4% and 13.3% of the Company’s total revenues for the nine months ended September 30, 2006 and 2005, respectively.
Hawaii Electric Light Company accounted for 13.1% and 15.0% of the Company’s total revenues for the three months ended September 30, 2006 and 2005, respectively, and 15.6% and 13.9% of the Company’s total revenues for the nine months ended September 30, 2006 and 2005, 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
SFAS No. 123R (Revised 2004) − Share-Based Payments
In December 2004, the Financial Accounting Standards Board (‘‘FASB’’) issued the revised Statement of Financial Accounting Standards (‘‘SFAS’’) No. 123, Share-Based Payment (‘‘SFAS No. 123R’’), which addresses the accounting for share-based payment transactions in which a company obtains employee services in exchange for: (i) equity instruments of the company, or (ii) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. SFAS No. 123R eliminates the ability to account for employee share-based payment transactions using Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (‘‘APB No. 25’’), FASB Interpretation (‘‘FIN’’) No. 44, Accounting for Certain Transactions Involving Stock Compensation, and other related interpretations and requires instead that such transactions be accounted for using the grant date fair value based method. SFAS No. 123R is applicable to the Company for the fiscal year ending December 31, 2006. SFAS No. 123R applies to all awards granted or modified after the Statement’s effective date. In addition, compensation cost for the unvested portion of previously granted awards that remain outstanding on the Statement’s effective date shall be recognized on or after the effective date, as the related services are rendered, based on the awards’ grant date fair value as previously calculated for the pro forma disclosure under SFAS No. 123.
The cumulative effect of adopting SFAS No. 123R as of its adoption date by the Company (January 1, 2006), based on the awards outstanding as of December 31, 2005, is not material. The Company applies the modified prospective application transition method, as permitted under SFAS No. 123R. Under such transition method, upon the adoption of SFAS No. 123R on January 1, 2006, the Company’s consolidated financial statements for periods prior to the effective date have not been restated.
SFAS No. 151 − Inventory Costs
In November 2004, the FASB issued SFAS No. 151, Inventory Costs — An Amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. This Statement requires that those items be recognized as current period charges. In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during the fiscal year beginning after June 15, 2005 (January 1, 2006 for the Company). The provisions of SFAS No. 151 are applied prospectively. The adoption by the Company of SFAS No. 151, effective January 1, 2006, did not have any impact on its results of operations and financial position.
9
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
SFAS No. 154 − Accounting Changes and Error Corrections
In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. SFAS No. 154 replaces APB Opinion No. 20, Accounting Changes and FAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS No. 154 also requires that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed a restatement. SFAS No. 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005 (January 1, 2006 for the Company). The adoption by the Company of SFAS No. 154, effective January 1, 2006, did not have any impact on its results of operations and financial position.
EITF Issue No. 04-5 − Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights
In June 2005, the FASB issued Emerging Issues Task Force (‘‘EITF’’) Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights. EITF Issue No. 04-5 provides guidance in determining whether a general partner controls a limited partnership and therefore should consolidate the limited partnership. EITF Issue No. 04-5 states that the general partner in a limited partnership is presumed to control that limited partnership and that the presumption may be overcome if the limited partners have either: (i) the substantive ability to dissolve or liquidate the limited partnership or otherwise remove the general partner without cause, or (ii) substantive participating rights. The effective date for applying the guidance in EITF Issue No. 04-5 was: (i) June 29, 2005 for all new limited partnerships and existing limited partnerships for which the partnership agreement was modified after that date, and (ii) no later than the beginning of the first reporting period in fiscal years beginning after December 15, 2005 (January 1, 2006 for the Company), for all other limited partnerships. The adoption by the Company of EITF Issue No. 04-5, effective January 1, 2006, did not have any impact on the Company’s consolidated financial statements.
SFAS No. 155 − Accounting for Certain Hybrid Financial Instruments
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS No. 155 replaces SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. It clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133. SFAS No. 155 also establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. It also clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 shall be effective for all financial instruments acquired or issued after the beginning of an entity’s first year that begins after September 2006 (January 1, 2007 for the Company). The Company does not expect SFAS No. 155 to have a material impact on its results of operations and financial position in future periods.
10
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TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
FIN No. 48 − Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109
In June 2006, the FASB issued FIN No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN No. 48 is effective for fiscal years beginning after December 15, 2006 (January 1, 2007 for the Company). The Company is currently assessing the impact of FIN No. 48 and has not yet determined the impact that its adoption will have on its results of operations and financial position.
EITF Issue No. 06-3 − How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That is, Gross versus Net Presentation)
In June 2006, the FASB issued EITF Issue No. 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That is, Gross versus Net Presentation). The requirements of EITF Issue No. 06-3 apply to any tax assessed by a governmental authority that is imposed concurrently on a specific revenue-producing transaction between a seller and a customer. Examples of taxes subject to Issue No. 06-3 include sales, use, value added, and some excise taxes. EITF Issue No. 06-3 excludes taxes that are assessed on gross receipts or that are imposed during the process of obtaining inventory. Companies will be required to disclose their accounting policy regarding the presentation of taxes subject to EITF Issue No. 06-3, and the amounts of such taxes that are included in income on a gross basis, if those amounts are significant. EITF Issue No. 06-3 is effective for the first annual or interim reporting period beginning after December 15, 2006 (January 1, 2007 for the Company). The Company does not expect EITF Issue No. 06-3 to have an impact on its financial statements in future periods.
SFAS No. 157 − Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 (January 1, 2008 for the Company) and interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact of SFAS No. 157, and has not yet determined the impact that its adoption will have on its results of operations and financial position.
SFAS No. 158 − Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans
In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS No. 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its financial statements and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its year-end financial statements. As the Company does not have a defined benefit postretirement plan, SFAS No. 158 will not have any impact on its results of operations and financial position.
11
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TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
SAB No. 108 − Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (‘‘SAB No. 108’’). SAB No. 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year’s misstatement. The SEC staff believes that registrants should quantify errors using both a balance sheet and an income statement approach and evaluate whether either approach results in a misstatement that, when all relevant quantitative and qualitative factors are considered, is material and therefore must be quantified. SAB No. 108 is effective for fiscal years ending on or after November 15, 2006 (December 31, 2006 for the Company). The Company is currently assessing the impact of SAB No. 108, and does not believe that its adoption will have a material impact on its results of operations and financial position.
NOTE 3 − EARNINGS PER SHARE
Basic earnings per share is computed by dividing income available to common stock shareholders 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 which were granted in November 2004, in November 2005 and in April 2006 and whose dilutive effect on the earnings per share for the three and nine-month periods ended September 30, 2006 and 2005 is immaterial. The stock options granted to employees of the Company in Ormat Industries Ltd. (the ‘‘Parent’’) stock are not dilutive to the Company’s earnings per share.
NOTE 4 − INVENTORIES
Inventories consist of the following:
September
30, 2006 |
December
31, 2005 |
|||||||||||
(in thousands) | ||||||||||||
Raw materials and purchased parts for assembly | $ | 3,429 | $ | 1,521 | ||||||||
Self-manufactured assembly parts and finished products | 2,451 | 3,703 | ||||||||||
Total | $ | 5,880 | $ | 5,224 | ||||||||
NOTE 5 − ACQUISITIONS AND UNCONSOLIDATED INVESTMENTS
Unconsolidated investments in power plant projects consist of the following:
September
30, 2006 |
December
31, 2005 |
|||||||||||
(in thousands) | ||||||||||||
Orzunil: | ||||||||||||
Investment | $ | — | $ | 3,807 | ||||||||
Advances | — | 3,712 | ||||||||||
— | 7,519 | |||||||||||
Mammoth | 33,110 | 34,240 | ||||||||||
OLCL | 5,874 | 5,476 | ||||||||||
Total | $ | 38,984 | $ | 47,235 | ||||||||
The unconsolidated power plants are making, from time to time, distributions to their owners. Such distributions are deducted from the investments in such power plants.
12
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
The Zunil Project
Prior to March 13, 2006, The Company had a 21.0% ownership interest in Orzunil I de Electricidad, Limitada (‘‘Orzunil’’), a limited responsibility company incorporated in Guatemala and established for the purpose of generating power by means of a geothermal power plant in the Province of Quetzaltenango in Guatemala. The Company operates and maintains the geothermal power plant and the power purchaser supplies geothermal fluid to the power plant.
On March 13, 2006, the Company acquired a 50.8% ownership interest in Orzunil and increased its then existing 21.0% ownership interest to 71.8%. The purchase price was $15.4 million, including acquisition costs of approximately $0.6 million.
The Company’s 21.0% ownership interest in Orzunil prior to the abovementioned acquisition was accounted for under the equity method of accounting as the Company had the ability to exercise significant influence, but not control, over Orzunil. As a result of the acquisition of the additional 50.8% interest in Orzunil, the financial statements of Orzunil have been consolidated with the Company’s financial statements effective March 13, 2006.
On August 16, 2006, the Company completed the acquisition from each of CDC Group plc (‘‘CDC’’) and International Finance Corporation (‘‘IFC’’), both of which are the Zunil Project’s senior lenders, a 14.1% ownership interest in Orzunil (for a total of 28.2%), thereby increasing the Company’s then existing 71.8% ownership interest to 100%. The total purchase price of both acquisitions was $7.4 million, including acquisition costs of approximately $0.9 million.
The abovementioned acquisitions have been accounted for under the purchase method of accounting and the acquired assets are being depreciated over their estimated useful lives of 13.5 years. The purchase prices of all the abovementioned acquisitions ($22.8 million) have been allocated based on management’s preliminary fair value estimates as follows:
(in thousands) | ||||||
Cash and cash equivalents | $ | 8 | ||||
Restricted cash | 3,408 | |||||
Accounts receivable assumed | 3,176 | |||||
Property, plant and equipment | 47,871 | |||||
Accounts payable and other liabilities assumed | (1,241 | ) | ||||
Long-term loans assumed (including current portion) | (23,210 | ) | ||||
30,012 | ||||||
Less: the Company's investment prior to acquisition | (7,244 | ) | ||||
Total purchase price allocation | $ | 22,768 | ||||
The Company has not yet completed the allocation of the purchase price for the abovementioned acquisitions as the valuation of assets and liabilities is not yet complete. Such valuation will be finalized in the fourth quarter of 2006. The Company does not believe that the valuation will materially modify the preliminary purchase price allocation.
The revenues of Orzunil and the Company’s share in the net income of Orzunil was $3,532,000 and $1,223,000, respectively, for the three months ended September 30, 2006 and $7,169,000 and $1,890,000, respectively, for the period from March 13, 2006 to September 30, 2006.
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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, 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 is being amortized over the remaining useful life of the property, plant and equipment and the power purchase agreements, 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 Company’s 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:
September
30, 2006 |
December
31, 2005 |
|||||||||||
(in thousands) | ||||||||||||
Condensed balance sheets: | ||||||||||||
Current assets | $ | 4,924 | $ | 7,430 | ||||||||
Non-current assets | 81,789 | 82,550 | ||||||||||
Current liabilities | 710 | 1,114 | ||||||||||
Non-current liabilities | 3,807 | 3,708 | ||||||||||
Partners' Capital | 82,196 | 85,158 | ||||||||||
Nine Months Ended September 30, | ||||||||||||
2006 | 2005 | |||||||||||
(in thousands) | ||||||||||||
Condensed statements of operations: | ||||||||||||
Revenues | $ | 11,496 | $ | 12,207 | ||||||||
Gross margin | 1,212 | 3,486 | ||||||||||
Net income | 1,040 | 3,344 | ||||||||||
Company's equity in income of Mammoth: | ||||||||||||
50% of Mammoth net income | $ | 520 | $ | 1,672 | ||||||||
Plus amortization of basis difference | 445 | 445 | ||||||||||
965 | 2,117 | |||||||||||
Less income taxes | (367 | ) | (804 | ) | ||||||||
Total | $ | 598 | $ | 1,313 | ||||||||
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 on March 31, 2004, the Company concluded that OLCL should not be consolidated. As a result of such conclusion, the Company’s 80% ownership interest in OLCL is accounted for under the equity method of accounting.
14
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:
September
30, 2006 |
December
31, 2005 |
|||||||||||
(in thousands) | ||||||||||||
Condensed balance sheets: | ||||||||||||
Current assets | $ | 7,729 | $ | 7,972 | ||||||||
Non-current assets | 6,870 | 11,267 | ||||||||||
Current liabilities | 6,167 | 6,083 | ||||||||||
Non-current liabilities | — | 3,810 | ||||||||||
Stockholders' equity | 8,432 | 9,346 | ||||||||||
Nine Months Ended September 30, | ||||||||||||
2006 | 2005 | |||||||||||
(in thousands) | ||||||||||||
Condensed statements of operations: | ||||||||||||
Revenues | $ | 10,367 | $ | 10,799 | ||||||||
Gross margin | 5,085 | 5,688 | ||||||||||
Net income | 2,733 | 3,165 | ||||||||||
Company's equity in income of OLCL: | ||||||||||||
80% of OLCL net income | $ | 2,186 | $ | 2,532 | ||||||||
Plus amortization of deferred revenue on intercompany profit ($1.0 million unamortized balance at September 30, 2006) | 1,129 | 789 | ||||||||||
Total | $ | 3,315 | $ | 3,321 | ||||||||
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ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
NOTE 6 − LONG-TERM DEBT
Long-term debt consists of obligations payable under the following agreements:
September
30, 2006 |
December
31, 2005 |
|||||||||||
(in thousands) | ||||||||||||
Limited and non-recourse agreements: | ||||||||||||
Non-recourse agreement: | ||||||||||||
Senior loans: | ||||||||||||
International Finance Corporation Loan A | $ | 7,233 | $ | — | ||||||||
International Finance Corporation Loan B | 4,471 | — | ||||||||||
Commonwealth Development Corporation Loan | 8,991 | — | ||||||||||
Limited recourse agreement: | ||||||||||||
Credit facility agreement | 11,974 | 14,140 | ||||||||||
32,669 | 14,140 | |||||||||||
Less current portion | (8,335 | ) | (2,888 | ) | ||||||||
Total | $ | 24,334 | $ | 11,252 | ||||||||
Full recourse agreements with a bank | $ | 2,000 | $ | 3,000 | ||||||||
Less current portion | (1,000 | ) | (1,000 | ) | ||||||||
Total | $ | 1,000 | $ | 2,000 | ||||||||
Senior Secured Notes (non recourse): | ||||||||||||
Ormat Funding Corp. (‘‘OFC’’) | $ | 178,693 | $ | 183,399 | ||||||||
OrCal Geothermal Inc. (‘‘OrCal’’) | 160,677 | 165,000 | ||||||||||
339,370 | 348,399 | |||||||||||
Less current portion | (24,090 | ) | (23,754 | ) | ||||||||
Total | $ | 315,280 | $ | 324,645 | ||||||||
Senior Loans
International Finance Corporation (‘‘IFC’’) Loan A
Orzunil, a wholly owned subsidiary of the Company, has a senior loan agreement with IFC, which was a minority shareholder of Orzunil (see also Note 5). The loan matures on November 15, 2011, and is payable in 47 quarterly installments ranging from $192,000 to $430,000. The loan has a fixed annual interest rate of 11.775%.
International Finance Corporation (‘‘IFC’’) Loan B
Orzunil has another senior loan agreement with IFC. The loan matures on May 15, 2008, and is payable in 32 quarterly installments ranging from $436,000 to $690,000. The loan has a fixed annual interest rate of 11.730%.
Commonwealth Development Corporation (‘‘CDC’’) Loan
Orzunil has a senior loan agreement with CDC, which was also a minority shareholder of Orzunil (see also Note 5). The loan matures on August 15, 2010, and is payable in 42 quarterly installments ranging from $348,000 to $675,000. The loan has a fixed annual interest rate of 10.300%.
There are various restrictive covenants under these Senior Loans, which include limitations on Orzunil’s ability to make distributions to its shareholders. Due to hurricane activity, access roads and
16
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
piping from the wells to the power plant in the Zunil Project were damaged and, consequently, the Project was not in operation from October 14, 2005 to March 10, 2006. As a result, Orzunil did not meet the historical ‘‘Debt Service Coverage Ratio’’ required and therefore, at present, distributions from the Project are restricted. Currently, Orzunil is in compliance with the required Debt Service Coverage Ratio and with all other covenants.
OFC Senior Secured Notes
On February 13, 2004, OFC, a wholly owned subsidiary, issued $190.0 million, 8¼% Senior Secured Notes (the ‘‘OFC Senior Secured Notes’’) in an offering subject to Rule 144A and Regulation S of the Securities Act of 1933, as amended, and received net cash proceeds of approximately $179.7 million, after deduction of issuance costs of approximately $10.3 million which have been included in deferred financing costs in the balance sheets. 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 fully and unconditionally guaranteed by all of the wholly owned subsidiaries of OFC, and secured (with certain exceptions) by all real property, contractual rights, revenues and bank accounts, intercompany notes and certain insurance policies of OFC and its subsidiaries. There are various restrictive covenants under the OFC Senior Secured Notes, which include limitations on additional indebtedness and payment of dividends. On June 30, 2006, OFC did not meet the ‘‘Debt Service Coverage Ratio’’ and therefore it was restricted from payment of dividends until it meets such ratio. Management believes that OFC is in compliance with all other covenants contained in the indenture governing the OFC Senior Secured Notes.
OFC may redeem the OFC Senior Secured Notes, in whole or in part, at any time at redemption price equal to the principal amount of the OFC Senior Secured Notes to be redeemed plus accrued interest, premium and liquidated damages, if any, plus a ‘‘make-whole’’ premium. Upon certain events, as defined in the indenture governing the OFC Senior Secured Notes, OFC may be required to redeem a portion of the OFC Senior Secured Notes at a redemption price ranging from 100% to 101% of the principal amount of the OFC Senior Secured Notes being redeemed plus accrued interest, premium and liquidated damages, if any.
A registration statement on Form S-4 relating to the OFC Senior Secured Notes was filed with and declared effective by the SEC on February 9, 2005. Pursuant to the registration statement, OFC made an offer to the holders of the OFC Senior Secured Notes to exchange them for publicly registered exchange notes with substantially identical terms until March 11, 2005. On March 16, 2005 the exchange offer was completed.
On April 26, 2006, OFC successfully consummated a consent solicitation relating to the OFC Senior Secured Notes that was launched on April 17, 2006. On that same date, OFC executed a supplement to the Indenture governing the OFC Senior Secured Notes to amend and/ or waive certain provisions in the Indenture dealing with public reporting and information requirements of OFC. On May 1, 2006, OFC filed with the SEC Form 15 notification of the suspension of its obligation to file reports with the SEC under the Securities Act of 1934.
Debt service reserve
As required under the terms of the OFC Senior Secured Notes, OFC maintains an account, which may be funded by cash or backed by letters of credit, in an amount sufficient to pay scheduled debt service amounts, including principal and interest, due under the terms of the OFC Senior Secured Notes in the following six months. This restricted cash account is classified as current on the balance sheets. As of September 30, 2006 and December 31, 2005, the balance of such account was $0.8 million and $12.3 million, respectively, in cash. In addition, as of September 30, 2006 part of the restricted cash account was funded by a letter of credit in the amount of approximately $11.5 million (see Note 10).
17
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
OrCal Senior Secured Notes
On December 8, 2005, OrCal, a wholly owned subsidiary, issued $165.0 million, 6.21% Senior Secured Notes (the ‘‘OrCal Senior Secured Notes’’) in an offering subject to Rule 144A and Regulation S of the Securities Act of 1933, as amended and received net cash proceeds of approximately $161.1 million, after deduction of issuance costs of approximately $3.9 million which have been included in deferred financing costs in the balance sheets. 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 which commenced on June 30, 2006. The OrCal Senior Secured Notes are collateralized by substantially all of the assets of OrCal, including OrCal and its subsidiaries’ capital stock, all real property, contractual rights, revenues and bank accounts, intercompany notes and certain insurance policies, 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. Management believes that OrCal is in compliance with the covenants contained in the indentures governing the OrCal Senior Secured Notes.
OrCal may redeem the OrCal Senior Secured Notes, in whole or in part, at any time at a redemption price equal to the principal amount of the OrCal Senior Secured Notes to be redeemed plus accrued interest, and a ‘‘make-whole’’ premium. Upon certain events, as defined in the indenture governing the OrCal Senior Secured Notes, OrCal may be required to redeem a portion of the OrCal Senior Secured Notes at a redemption price of 100% of the principal amount of the OrCal Senior Secured Notes being redeemed plus accrued interest.
Debt service reserve
As required under the terms of the OrCal Senior Secured Notes, OrCal maintains an account, with a required minimum balance, which may be funded by cash or backed by letters of credit in an amount sufficient to pay scheduled debt service amounts, including principal and interest, due under the terms of the OrCal Senior Secured Notes in the following six months. This restricted cash account is classified as current in the balance sheets. As of September 30, 2006 and December 31, 2005, the balance of such account was $14.9 million and $9.5 million, respectively, in cash.
NOTE 7 − REFINANCING OF THE PUNA PROJECT
On May 19, 2005, the Company’s wholly owned subsidiary in Hawaii, Puna Geothermal Ventures (‘‘PGV’’) completed a refinancing of the cost of the June 2004 acquisition of the Puna geothermal power plant located on the Big Island of Hawaii (the ‘‘Puna Project’’). A secondary stage of the lease transaction which refinanced two new geothermal wells that PGV drilled in the second half of 2005 (for production and injection) was completed on December 30, 2005. The refinancing was concluded with financing parties by means of the lease-leaseback transactions described below.
Pursuant to a 31-year head lease (the ‘‘Head Lease’’), PGV leased its geothermal power plant to an unrelated company in return for prepaid lease payments in the total amount of $83.0 million (the ‘‘Deferred Lease Income’’). The total costs of the leased assets as of September 30, 2006 and December 31, 2005, amounted to $56.7million and $58.3 million, net of accumulated depreciation of $5.7 and $3.7 million, respectively. The unrelated company (the ‘‘Lessor’’) simultaneously leased-back the Puna Project to PGV under a 23-year lease (the ‘‘Project Lease’’). PGV’s rent obligations under the Project Lease will be paid solely from revenues generated by the Puna Project under a power purchase agreement between PGV and Hawaii Electric Light Company (‘‘HELCO’’). The Head Lease and the Project Lease are non-recourse lease obligations to the Company. PGV’s rights in the geothermal resource and the related power purchase agreement have not been leased to the Lessor as part of the Head Lease but are part of the Lessor’s security package.
18
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
Neither the Head Lease nor the Project Lease meet one or more of the criteria set forth in paragraph 7 of SFAS No. 13, Accounting for Leases for classification as capital leases and, therefore, are accounted for as operating leases. The Deferred Lease Income will be amortized, using the straight-line method, over the 31-year term of the Head Lease. Deferred transaction costs amounting to $4.3 million will be amortized, using the straight-line method, over the 23-year term of the Project Lease.
Depository accounts
As required under the terms of the lease agreements, there are certain reserve funds that need to be managed by the indenture trustee in accordance with certain balance requirements. Such reserve funds are included in the balance sheets as of September 30, 2006 and December 31, 2005 in restricted cash accounts and are classified as current as they are used to fund current payments.
Revenue account
PGV deposits all revenues received into the revenue account. Such amounts are used to pay operating expenses and fund the depository accounts as described below, but the funds are only available to PGV upon submission of draw requests by PGV to the bank. As such amounts are fully restricted to use by PGV, they have been classified as current restricted assets as the amounts are used to pay current operating expenses. As of September 30, 2006 and December 31, 2005, the balance of such account was $3.4 million and $3.5 million, respectively.
Lease rent reserve accounts
PGV maintains accounts to fund the next rent payment according to the payment schedule. As of September 30, 2006 and December 31, 2005, the balance of such accounts was $6.2 million and $2.3 million, respectively.
Well maintenance reserve account
PGV maintains a reserve account to fund well field works including the drilling of new wells. The reserve should be met on a monthly basis, in amounts equal to 1/12 of a scheduled annual contribution. As of September 30, 2006 and December 31, 2005, the balance of such account was $0.7 million and $0.5 million, respectively.
Capital expenditure account
PGV maintains an account to fund its capital expenditures. Deposits to this account are at PGV’s sole discretion, but no distributions are allowed to Ormat Nevada Inc., a wholly owned subsidiary of the Company that is the indirect parent of PGV, if the balance is less than $0.5 million. As of September 30, 2006 and December 31, 2005, the balance in this account was $0.5 million and $0, respectively.
Distribution account
PGV maintains an account to deposit its remaining cash, after making all of the necessary payments and transfers as provided for in the lease agreements, in order to make distributions to Ormat Nevada Inc. The distributions are allowed only if PGV maintains various restrictive covenants under the lease agreements, which include limitations on additional indebtedness. As of September 30, 2006 and December 31, 2005, the balance of such account was $4.8 million and $6.8 million, respectively. This amount can be distributed to Ormat Nevada Inc. currently and has been classified as current restricted assets.
19
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
In anticipation of the above refinancing, on February 25, 2005, the Company entered into a treasury rate lock agreement with a financial institution, at a locked-in treasury rate of 4.31%, with a notional amount of $52.0 million, which terminated on March 31, 2005. The rate lock was based on a 10-year treasury security that matures on February 15, 2015. On March 31, 2005, the Company received from the counterparty to the rate lock agreement an amount of $658,000. This amount net of related taxes of $250,000 is recorded as ‘‘Gain in respect of derivative instruments designated for cash flow hedge, net of related taxes’’ under ‘‘Other comprehensive income (loss)’’ and is amortized over the 23-year term of the Project Lease.
On April 20, 2005, the Company entered into a new treasury rate lock agreement with the same financial institution, at a locked-in treasury rate of 4.22%, with a notional amount of $52.0 million and originally scheduled to terminate on May 2, 2005. The new rate lock agreement’s termination date was extended until May 18, 2005 at a new locked-in treasury rate of 4.25%. The rate lock was based on a 10-year treasury security that matures on February 15, 2015. There was no consideration paid by either party as a result of the extension. On May 18, 2005, the Company paid the counterparty to the new rate lock agreement the amount of $762,000. This amount, net of related taxes of $290,000, is recorded as ‘‘Loss in respect of derivative instruments designated for cash flow hedge, net of related taxes’’ under ‘‘Other comprehensive income (loss)’’ and is amortized over the 23-year term of the Project Lease.
NOTE 8 − STOCK-BASED COMPENSATION
Effective January 1, 2006, the Company adopted SFAS No. 123R, using the modified prospective application transition method, which establishes accounting for share-based payment transactions in which a company obtains employee services in exchange for: (i) equity instruments of the company, or (ii) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. SFAS No. 123R eliminates the ability to account for employee share-based payment transactions using APB No. 25 and related interpretations and requires that such transactions be accounted for using the grant date fair value based method. SFAS No. 123R applies to all awards granted or modified after January 1, 2006 (the ‘‘effective date’’). In addition, compensation cost for the unvested portion of previously granted awards that remain outstanding on the effective date shall be recognized on or after such date, as the related services are rendered, based on the awards’ grant date fair value as previously calculated for the pro forma disclosure under SFAS No. 123, Accounting for Stock-Based Compensation. The Company previously applied APB No. 25 and related interpretations and provided pro forma disclosure of SFAS No. 123.
Prior to the adoption of SFAS No. 123R
Prior to the adoption of SFAS 123R, the Company provided the disclosure required under SFAS 123, as amended by SFAS No. 148, Accounting for Stock-based Compensation — Transition and Disclosure.
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ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
Pro forma net income and earnings per share for the three and nine months ended September 30, 2005 was as follows:
Three
Months Ended September 30, 2005 |
Nine Months Ended September 30, 2005 |
|||||||||||
(In thousands, except per share data) | ||||||||||||
Net income, as reported | $ | 12,318 | $ | 20,320 | ||||||||
Add: Total stock-based employee compensation expense included in reported net income, net of tax | 24 | 74 | ||||||||||
Deduct: Total stock-based employee compensation expense in respect of the Company's stock options determined under fair value based method, net of tax | (10 | ) | (33 | ) | ||||||||
Deduct: Total stock-based employee compensation expense in respect of the Parent's stock options determined under fair value based method, net of tax | (78 | ) | (245 | ) | ||||||||
Pro forma net income | $ | 12,254 | $ | 20,116 | ||||||||
Basic and diluted earnings per share: | ||||||||||||
As reported | $ | 0.39 | $ | 0.64 | ||||||||
Pro forma | $ | 0.39 | $ | 0.64 | ||||||||
Impact of the adoption of SFAS No. 123R
As stated above, the Company elected to adopt the modified prospective application method provided by SFAS No. 123R. Accordingly, during the three and nine months ended September 30, 2006, the Company recorded stock-based compensation costs totaling the amount that would have been recognized had the fair value method been applied since the effective date. Previously reported amounts have not been restated.
As required by SFAS No. 123R, management has made an estimate of expected forfeiture and is recognizing compensation costs only for those equity awards expected to vest. The cumulative effect of initially adopting SFAS No. 123R is not material.
As of January 1, 2006, the Company had an unrecorded deferred stock-based compensation balance related to stock options of $813,000 before estimated forfeiture. In the Company’s pro forma disclosure prior to adoption of SFAS No. 123R, the Company accounted for forfeiture upon occurrence. SFAS 123R requires forfeiture to be estimated at the time of grant and revised if necessary in subsequent periods if actual forfeiture differs from those estimates. Accordingly, as of January 1, 2006, the Company estimates that the unrecorded stock-based compensation balance related to stock options was adjusted to $772,000 after estimated forfeitures of 5%.
In April 2006, the Company granted incentive stock options to purchase 299,500 shares of the Company’s common stock to employees at an exercise price of $34.13 per share, under the 2004 Incentive Compensation Plan (see below).
21
ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
During the three and nine months ended September 30, 2006 the Company recorded stock-based compensation related to stock options as follows:
Three
Months Ended September 30, 2006 |
Nine Months Ended September 30, 2006 |
|||||||||||
(In thousands, except per share data) | ||||||||||||
Cost of Revenues | $ | 239 | $ | 551 | ||||||||
Selling and marketing expenses | 116 | 255 | ||||||||||
General and administrative expenses | 180 | 370 | ||||||||||
Total stock-based compensation expense | 535 | 1,176 | ||||||||||
Tax effect on stock-based compensation expense | 42 | 92 | ||||||||||
Net effect on stock-based compensation expense | $ | 493 | $ | 1,084 | ||||||||
Effect on basic and diluted earnings per share | $ | 0.01 | $ | 0.03 | ||||||||
As of September 30, 2006, the unrecorded deferred stock-based compensation balance related to stock options was $4,167,000 which will be recognized over an estimated weighted average amortization period of 3.4 years.
Valuation Assumptions
The Company estimated the fair value of stock options granted since January 1, 2006, using the Black-Scholes option pricing formula. The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding. In the absence of enough historical information, the expected term was determined by the ‘‘simplified method’’ defined in Staff Accounting Bulletin No.107, giving consideration to the contractual term and vesting schedule. Since the Company does not have any traded stock options and was listed for trading on the New York Stock Exchange in November 2004, the Company’s expected volatility was calculated based on the Company’s historical volatility and for the period of time prior to the Company’s listing, the Company used the historical volatility of Ormat Industries Ltd. (the ‘‘Parent’’). There is a very high correlation between the stock behavior of the Company and its Parent. The dividend yield forecast is expected to be 20% of the Company’s yearly net profit, which is equivalent to a 0.54% yearly dividend rate. The risk free interest rate was based on the yield from U.S. constant treasury maturities bonds with an equivalent term.
The Company calculated the fair value of each option on the date of grant using the following assumptions:
Nine
Months Ended September 30, 2005 |
||||||
For stock options issued by the Company: | ||||||
Risk-free interest rates | 4.9 | % | ||||
Expected lives (in years) | 6.63 | |||||
Dividend yield | 0.54 | % | ||||
Expected volatility | 41 | % | ||||
Stock Option Plans
The 2004 Incentive Compensation Plan
On October 21, 2004, the Company’s Board of Directors adopted the 2004 Incentive Compensation Plan (‘‘2004 Incentive Plan’’), which provides for the grant of the following types of awards: incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights,
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ORMAT
TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL
STATEMENTS
(Unaudited)
stock units, performance awards, phantom stock, incentive bonuses and other possible related dividend equivalents to employees of the Company, directors and independent contractors. Under the 2004 Incentive Plan, a total of 1,250,000 shares of the Company’s common stock have been reserved for issuance, all of which may be issued as options or as other forms of awards. Options granted to employees under the 2004 Incentive Plan 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. Options granted to non-employee directors under the 2004 Incentive Plan cliff vest and are exercisable one year after the grant day. Vested options may be exercised for up to ten years from the date of grant. On November 9, 2005, the Company filed a registration statement on Form S-8 with the SEC with respect to the shares of common stock underlying such grants.
The following table summarizes the status of the 2004 Incentive Plan as of and for the nine months ended September 30, 2006 (shares in thousands):
Weighted
Average Exercise Price |
||||||||||||
Shares | ||||||||||||