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NOTE 1 — BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Business
Ormat Technologies, Inc. (the “Company”), a subsidiary of Ormat Industries Ltd. (the “Parent”), is primarily engaged in the geothermal and recovered energy business, including the supply of equipment that is manufactured by the Company and the design and construction of power plants for projects owned by the Company or for third parties. The Company owns and operates geothermal and recovered energy-based power plants in various countries, including the United States of America (“U.S.”), Kenya, Guatemala, and Nicaragua. The Company’s equipment manufacturing operations are located in Israel.
Most of the Company’s domestic power plant facilities are Qualifying Facilities under the Public Utility Regulatory Policies Act of 1978 (“PURPA”). The power purchase agreements (“PPAs”) for certain of such facilities are dependent upon their maintaining Qualifying Facility status. Management believes that all of the facilities were in compliance with Qualifying Facility status requirements as of December 31, 2011.
Cash dividends
During the years ended December 31, 2011, 2010, and 2009, the Company’s Board of Directors declared, approved, and authorized the payment of cash dividends in the aggregate amount of $5.9 million ($0.13 per share), $12.3 million ($0.27 per share), and $11.3 million ($0.25 per share), respectively. Such dividends were paid in the years declared.
Rounding
Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest $1,000, unless otherwise indicated.
Basis of presentation
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and of all majority-owned subsidiaries in which the Company exercises control over operating and financial policies, and variable interest entities in which the Company has an interest and is the primary beneficiary. Intercompany accounts and transactions have been eliminated in consolidation.
Investments in less-than-majority-owned entities or other entities in which the Company exercises significant influence over operating and financial policies are accounted for using the equity method of accounting. Under the equity method, original investments are recorded at cost and adjusted by the Company’s share of undistributed earnings or losses of such companies. The Company’s earnings in investments accounted for under the equity method have been reflected as “equity in income of investees, net” on the Company’s consolidated statements of operations and comprehensive income (loss).
Cash and cash equivalents
The Company considers all highly liquid instruments, with an original maturity of three months or less, to be cash equivalents.
Marketable securities
Marketable securities consist of debt securities. The Company determines the appropriate classification of all marketable securities as held-to-maturity, available-for-sale or trading at the time of the purchase and re-evaluates such classification at each balance sheet date. At December 31, 2011 and 2010, all of the Company’s investments in marketable securities were classified as available-for-sale securities and as a result, were reported at their fair value. The fair value of auction rate securities as of December 31, 2010 was determined based on the factors discussed in Note 7.
Restricted cash, cash equivalents, and marketable securities
Under the terms of certain long-term debt agreements, the Company is required to maintain certain debt service reserves, cash collateral and operating fund accounts that have been classified as restricted cash, cash equivalents, and marketable securities. Funds that will be used to satisfy obligations due during the next twelve months are classified as current restricted cash, cash equivalents, and marketable securities, with the remainder classified as non-current restricted cash, cash equivalents and marketable securities (see Note 7). Such amounts were invested primarily in money market accounts and commercial paper with a minimum investment grade of “AA”, and also some auction rate securities as of December 31, 2010. At December 31, 2011 the Company did not have any investments in auction rate securities.
Concentration of credit risk
Financial instruments which potentially subject the Company to concentration of credit risk consist principally of temporary cash investments, marketable securities and accounts receivable.
The Company places its temporary cash investments and marketable securities with high credit quality financial institutions located in the U.S. and in foreign countries. At December 31, 2011 and 2010, the Company had deposits totaling $39,569,000 and $55,537,000, respectively, in seven U.S. financial institutions that were federally insured up to $250,000 per account (after December 31, 2013, the deposits will be insured up to $100,000 per account). At December 31, 2011 and 2010, the Company’s deposits in foreign countries of approximately $57,838,000 and $37,929,000, respectively, were not insured.
At December 31, 2011 and 2010, accounts receivable related to operations in foreign countries amounted to approximately $21,453,000 and $26,128,000, respectively. At December 31, 2011, and 2010, accounts receivable from the Company’s major customers that have generated 10% or more of its revenues (see Note 20) amounted to approximately 58% and 40%, respectively, of the Company’s accounts receivable.
Southern California Edison Company (“SCE”) accounted for 27.7%, 29.1%, and 21.1% of the Company’s total revenues for the years ended December 31, 2011, 2010, and 2009, respectively. SCE is also the power purchaser and revenue source for the Mammoth complex, which was accounted for separately under the equity method through August 1, 2010.
Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy, Inc.) accounted for 13.0%, 15.0%, and 13.0% of the Company’s total revenues for the years ended December 31, 2011, 2010, and 2009, respectively.
Hawaii Electric Light Company accounted for 10.6%, 8.6%, and 6.3% of the Company’s total revenues for the years ended December 31, 2011, 2010, and 2009, respectively.
Kenya Power and Lighting Co. Ltd. accounted for 8.0%, 9.4%, and 8.5% of the Company’s total revenues for the years ended December 31, 2011, 2010, and 2009, respectively.
The Company performs ongoing credit evaluations of its customers’ financial condition. The Company has historically been able to collect on substantially all of its receivable balances, and accordingly, no provision for doubtful accounts has been made.
Inventories
Inventories consist primarily of raw material parts and sub-assemblies for power units, and are stated at the lower of cost or market value, using the weighted-average cost method. Inventories are reduced by a provision for slow-moving and obsolete inventories. This provision was not significant at December 31, 2011 and 2010.
Deposits and other
Deposits and other consist primarily of performance bonds for construction projects, long-term insurance contract and receivables, and derivative instruments.
Deferred Charges
Deferred charges represent prepaid income taxes on intercompany sales. Such amounts are amortized and included in income tax provision over the life of the related property, plant and equipment.
Property, plant and equipment
Property, plant and equipment are stated at cost. All costs associated with the acquisition, development and construction of power plants operated by the Company are capitalized. Major improvements are capitalized and repairs and maintenance (including major maintenance) costs are expensed. Power plants operated by the Company, which include geothermal wells and exploration and resource development costs, are depreciated using the straight-line method over their estimated useful lives, which range from 25 to 30 years. The geothermal power plant in Zunil, Guatemala is to be fully depreciated over the term of the PPA, since the Company does not own the geothermal resource used by the plant. The geothermal power plant in Nicaragua is to be fully depreciated over the period that the plant is operated by the Company (see Note 8). The other assets are depreciated using the straight-line method over the following estimated useful lives of the assets:
Leasehold improvements |
15-20 years | |||
Machinery and equipment — manufacturing and drilling |
10 years | |||
Machinery and equipment — computers |
3-5 years | |||
Office equipment — furniture and fixtures |
5-15 years | |||
Office equipment — other |
5-10 years | |||
Automobiles |
5-7 years |
The cost and accumulated depreciation of items sold or retired are removed from the accounts. Any resulting gain or loss is recognized currently and is recorded in operating income.
The Company capitalizes interest costs as part of constructing power plant facilities. Such capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. Capitalized interest costs amounted to $11,709,000, $9,493,000, and $27,395,000 for the years ended December 31, 2011, 2010, and 2009, respectively.
Cash Grants
From time to time, the Company is awarded cash grants from the U.S. Department of the Treasury (“U.S. Treasury”) for Specified Energy Property in Lieu of Tax Credits under Section 1603 of the American Recovery and Reinvestment Act of 2009 (“ARRA”). The Company records the cash grant as a reduction in the carrying value of the related plant and amortize the grant as a reduction in depreciation expense over the plant’s estimated useful life.
For federal income tax purposes, the tax basis of the plant is reduced only by 50% of the cash grant. To account for the tax effect of the difference between the tax and book basis of the plant, the Company records a deferred tax asset with a corresponding decrease in the carrying value of the plant.
Exploration and development costs
The Company capitalizes costs incurred in connection with the exploration and development of geothermal resources once it acquires land rights to the potential geothermal resource. Prior to acquiring land rights, the Company makes an initial assessment that an economically feasible geothermal reservoir is probable on that land. The Company determines the economic feasibility of potential geothermal resources internally, with all available data and external assessments vetted through the exploration department and occasionally using outside service providers. Costs associated with the initial assessment are expensed and included in cost of electricity revenues in the consolidated statements of operations and comprehensive income (loss). Such costs were immaterial during the years ended December 31, 2011, 2010, and 2009. It normally takes one to two years from the time active exploration of a particular geothermal resource begins to the time a production well is in operation, assuming the resource is commercially viable.
In most cases, the Company obtains the right to conduct the geothermal development and operations on land owned by the Bureau of Land Management (“BLM”), various states or with private parties. In consideration for certain of these leases, the Company may pay an up-front bonus payment which is a component of the competitive lease process. The up-front bonus payments and other related costs, such as legal fees, are capitalized and included in construction-in-process. The annual land lease payments made during the exploration, development and construction phase are expensed as incurred and included in “electricity cost of revenues” in the consolidated statements of operations and comprehensive income (loss). Upon commencement of power generation on the leased land, the Company begins to pay to the lessors long-term royalty payments based on the utilization of the geothermal resources as defined in the respective agreements. Such payments are expensed when the related revenues are earned and included in “electricity cost of revenues” in the consolidated statements of operations and comprehensive income (loss).
Following the acquisition of land rights to the potential geothermal resource, the Company conducts further studies and surveys, including water and soil analyses among others, and augments its database with the results of these studies. The Company then initiates a suite of geophysical surveys to assess the resource and determine drilling locations. If the results of these activities support the initial assessment of the feasibility of the geothermal resource, the Company then proceeds to exploratory drilling and other related activities which may include drilling of temperature gradient holes, drilling of slim holes, building access roads to drilling locations, drilling full size production and/or injection wells and flow tests. If the slim hole supports a conclusion that the geothermal resource will support a commercially viable power plant, it may either be converted to a full-size commercial well, used either for extraction or re-injection or geothermal fluids, or used as an observation well to monitor and define the geothermal resource. Costs associated with these activities and other directly attributable costs, including interest once physical exploration activities begin and permitting costs, are capitalized and included in “construction-in-process”. If the Company concludes that a geothermal resource will not support commercial operations, capitalized costs are expensed in the period such determination is made.
Grants received from the U.S. Department of Energy (“DOE”) and Alaska Energy Authority are offset against the related exploration and development costs. Such grants amounted to $6,194,000, $1,116,000, and $0 for the years ended December 31, 2011, 2010, and 2009, respectively.
All exploration and development costs that are being capitalized, including the up-front bonus payments made to secure land leases, will be depreciated over their estimated useful lives when the related geothermal power plant is substantially complete and ready for use. A geothermal power plant is substantially complete and ready for use when electricity generation commences.
Asset retirement obligation
The Company records the fair value of a legal liability for an asset retirement obligation in the period in which it is incurred. The Company’s legal liabilities include plugging wells and post-closure costs of power producing sites. When a new liability for asset retirement obligations is recorded, the Company capitalizes the costs of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. At retirement, the obligation is settled for its recorded amount at a gain or loss.
Deferred financing and lease transaction costs
Deferred financing costs are amortized over the term of the related obligation using the effective interest method. Amortization of deferred financing costs is presented as interest expense in the consolidated statements of operations and comprehensive income (loss). Accumulated amortization related to deferred financing costs amounted to $16,533,000 and $12,966,000 at December 31, 2011 and 2010, respectively. Amortization expense for the years ended December 31, 2011, 2010, and 2009 amounted to $3,567,000, $3,042,000, and $3,060,000, respectively. In the year ended December 31, 2009 an amount of $834,000 was written-off as a result of the extinguishment of a liability.
Deferred transaction costs relating to the Puna operating lease (see Note 12) in the amount of $4,172,000 are amortized using the straight-line method over the 23-year term of the lease. Amortization of deferred transaction costs is presented in cost of revenues in the consolidated statements of operations and comprehensive income (loss). Accumulated amortization related to deferred lease costs amounted to $1,221,000 and $1,037,000 at December 31, 2011 and 2010, respectively. Amortization expense for each of the years ended December 31, 2011, 2010, and 2009 amounted to $184,000.
Intangible assets
Intangible assets consist of allocated acquisition costs of PPAs, which are amortized using the straight-line method over the 13 to 25-year terms of the agreements.
Impairment of long-lived assets and long-lived assets to be disposed of
The Company evaluates long-lived assets, such as property, plant and equipment, construction-in-process, PPAs, and unconsolidated investments for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors which could trigger an impairment include, among others, significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of assets or its overall business strategy, negative industry or economic trends, a determination that an exploration project will not support commercial operations, a determination that a suspended project is not likely to be completed, a significant increase in costs necessary to complete a project, legal factors relating to its business or when it concludes that it is more likely than not that an asset will be disposed of or sold.
The Company tests its operating plants that are operated together as a complex for impairment at the complex level because the cash flows of such plants result from significant shared operating activities. For example, the operating power plants in a complex are managed under a combined operation management generally with one central control room that controls all of the power plants in a complex and one maintenance group that services all of the power plants in a complex. As a result, the cash flows from individual plants within a complex are not largely independent of the cash flows of other plants within the complex. The Company tests for impairment its operating plants which are not operated as a complex as well as its projects under exploration, development or construction that are not part of an existing complex at the plant or project level. To the extent an operating plant becomes part of a complex, the Company will test for impairment at the complex level.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. The significant assumptions that the Company uses in estimating its undiscounted future cash flows include: (i) projected generating capacity of the complex or power plant and rates to be received under the respective PPA(s) and (ii) projected operating expenses of the relevant complex or power plant. Estimates of future cash flows used to test recoverability of a long-lived asset under development also include cash flows associated with all future expenditures necessary to develop the asset.
If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Management believes that no impairment exists for long-lived assets; however, estimates as to the recoverability of such assets may change based on revised circumstances (see Note 8).
Derivative instruments
Derivative instruments (including certain derivative instruments embedded in other contracts) are measured at their fair value and recorded as either assets or liabilities unless exempted from derivative treatment as a normal purchase and sale. All changes in the fair value of derivatives are recognized currently in earnings unless specific hedge criteria are met, which requires a company to formally document, designate and assess the effectiveness of transactions that receive hedge accounting.
The Company maintains a risk management strategy that incorporates the use of forward exchange contracts, interest rate swaps, and interest rate caps to minimize significant fluctuation in cash flows and/or earnings that are caused by exchange rate or interest rate volatility. Gains or losses on contracts that initially qualify for cash flow hedge accounting, net of related taxes, are included as a component of other comprehensive income or loss and are subsequently reclassified into earnings when the hedged forecasted transaction affects earnings. Gains or losses on contracts that are not designated to qualify as a cash flow hedge are included currently in earnings.
Foreign currency translation
The U.S. dollar is the functional currency for substantially all of the Company’s consolidated operations and those of its equity affiliates. For those entities, all gains and losses from currency translations are included in results of operations. For the subsidiary in New Zealand that was sold in January 2010, and which was using a functional currency other than the U.S. dollar, the cumulative translation effects were included in “accumulated other comprehensive income (loss)” in the consolidated balance sheets.
Comprehensive income (loss) reporting
Comprehensive income (loss) includes net income or loss plus other comprehensive income (loss), which for the Company consists of foreign currency translation adjustments, the non-credit portion of unrealized gain or loss on available-for-sale marketable securities and the mark-to-market gains or losses on derivative instruments designated as a cash flow hedge.
Revenues and cost of revenues
Revenues are primarily related to: (i) sale of electricity from geothermal and recovered energy-based power plants owned and operated by the Company and (ii) geothermal and recovered energy-based power plant equipment engineering, sale, construction and installation, and operating services.
Revenues related to the sale of electricity from geothermal and recovered energy-based power plants and capacity payments are recorded based upon output delivered and capacity provided at rates specified under relevant contract terms. For PPAs agreed to, modified, or acquired in business combinations on or after July 1, 2003, the Company determines whether such PPAs contain a lease element requiring lease accounting. Revenue from such PPAs are accounted for in electricity revenues. The lease element of the PPAs is also assessed in accordance with the revenue arrangements with multiple deliverables guidance, which requires that revenues be allocated to the separate earnings processes based on their relative fair value. PPAs with minimum lease rentals which vary over time are generally recognized on the straight-line basis over the term of the PPAs. PPAs with contingent rentals are recognized when earned.
Revenues from engineering, operating services, and parts and product sales are recorded upon providing the service or delivery of the products and parts and when collectability is reasonably assured. Revenues from the supply and/or construction of geothermal and recovered energy-based power plant equipment and other equipment to third parties are recognized using the percentage-of-completion method. Revenue is recognized based on the percentage relationship that incurred costs bear to total estimated costs. Costs include direct material, labor, and indirect costs. Selling, marketing, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined.
In specific instances where there is a lack of dependable estimates or inherent risks cause forecast to be doubtful, then the completed-contract method is followed. Revenue is recognized when the contract is substantially complete and when collectability is reasonably assured. Costs that are closely associated with the project are deferred as contract costs and recognized similarly to the associated revenues.
Warranty on products sold
The Company generally provides a one-year warranty against defects in workmanship and materials related to the sale of products for electricity generation. Estimated future warranty obligations are included in operating expenses in the period in which the related revenue is recognized. Such charges are immaterial for the years ended December 31, 2011, 2010, and 2009.
Research and development
Research and development costs incurred by the Company for the development of existing and new geothermal, recovered energy and remote power technologies are expensed as incurred. Grants received from the DOE are offset against the related research and development expenses. Such grants amounted to $1,143,000, $704,000, and $1,330,000 for the years ended December 31, 2011, 2010, and 2009, respectively.
Stock-based compensation
The Company accounts for stock-based compensation using the fair value method whereby compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The Company uses the simplified method in developing an estimate of the expected term of “plain vanilla” stock-based awards.
Income taxes
Income taxes are accounted for using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax assets and liabilities are based on provisions of the enacted tax law. The effects of future changes in tax laws or rates are not anticipated. The Company accounts for investment tax credits and production tax credits as a reduction to income taxes in the year in which the credit arises. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not, more likely than not expected to be realized. A valuation allowance has been established to reduce the Company’s deferred tax assets to the amount that is expected to be realized in the future. Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position (see Note 19).
Earnings (loss) per share
Basic earnings (loss) per share attributable to the Company’s stockholders (“earnings (loss) per share”) is computed by dividing net income or loss attributable to the Company’s 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 stock-based awards.
The stock options granted to employees of the Company in the Parent’s stock are not dilutive to the Company’s earnings per share in any year.
The table below shows the reconciliation of the number of shares used in the computation of basic and diluted earnings per share:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(In thousands) | ||||||||||||
Weighted average number of shares used in computation of basic earnings (loss) per share |
45,431 | 45,431 | 45,391 | |||||||||
Add: |
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Additional shares from the assumed exercise of employee stock options |
— | 21 | 142 | |||||||||
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Weighted average number of shares used in computation of diluted earnings (loss) per share |
45,431 | 45,452 | 45,533 | |||||||||
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In the year ended December 31, 2011, the employee stock options are anti-dilutive because of the Company’s net loss, and therefore, they have been excluded from the diluted earnings (loss) per share calculation.
The number of stock-based awards that could potentially dilute future earnings per share and were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive was 4,337,475, 2,676,712, and 1,161,870, respectively, for the years ended December 31, 2011, 2010, and 2009.
Use of estimates in preparation of financial statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of such financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates with regard to the Company’s consolidated financial statements relate to the useful lives of property, plant and equipment, impairment of long-lived assets and assets to be disposed of, revenue recognition of product sales using the percentage of completion method, asset retirement obligations, and the provision for income taxes.
New Accounting Pronouncements
New accounting pronouncements effective in the year ended December 31, 2011
Accounting for Revenue Recognition
In October 2009, the Financial Accounting Standards Board (“FASB”) issued amendments to the accounting and disclosures for revenue recognition. These amendments modify the criteria for recognizing revenue in multiple element arrangements and require companies to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. Additionally, the amendments eliminate the residual method for allocating arrangement considerations. The adoption by the Company on January 1, 2011 did not have a material impact on the Company’s consolidated financial statements.
In April 2010, the FASB issued guidance for revenue recognition — milestone method, which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. This guidance is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after the effective date of the guidance. The adoption by the Company on January 1, 2011 did not have a material impact on the Company’s consolidated financial statements.
Accounting for Share-based Payments
In April 2010, the FASB issued an accounting standards update, which addresses the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity securities trades. This update clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity should not classify such an award as a liability if it otherwise qualifies as equity. The adoption by the Company on January 1, 2011 did not have a material impact on the Company’s consolidated financial statements.
New accounting pronouncements effective in future periods
Accounting for Fair Value Measurement
In May 2011, the FASB issued authoritative guidance amending existing guidance for measuring fair value and for disclosing information about fair value measurements. The FASB indicated that for many of the requirements it does not intend for the amendments to result in a change to current accounting. Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs, the valuation processes used by the entity, and the sensitivity of the measurement to the unobservable inputs will be required. In addition, entities will be required to disclose the categorization by level of the fair value hierarchy for items that are not measured at fair value in the statement of financial position but for which the fair value is required to be disclosed. The guidance is effective for periods beginning after December 15, 2011 (January 1, 2012 for the Company) and is required to be applied prospectively. The adaptation of this amendment is not expected to have a material effect on the Company’s consolidated financial statements.
Update on Presentation of Comprehensive Income in the Financial Statements
In June 2011, the FASB issued authoritative guidance requiring entities to present net income and other comprehensive income in a single continuous statement of comprehensive income or in two separate, but consecutive, statements. The new guidance does not change the components that are recognized in net income and the components that are recognized in other comprehensive income. The guidance originally required entities to present reclassifications between net income and other comprehensive income at the financial statement line item level; however, in December 2011, the FASB deferred this requirement. This guidance is effective for periods beginning after December 15, 2011 (January 1, 2012 for the Company) and is required to be applied retroactively. The adoption of this amendment is not expected to have a material impact on the Company’s consolidated financial statements.
Update on Disclosures about Offsetting Assets and Liabilities
In December 2011, the FASB issued new accounting guidance that revises the manner in which entities disclose the offsetting of assets and liabilities. The new guidance requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendment is applicable retrospectively effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013 (January 1, 2013 for the Company). The adoption of this amendment is not expected to have a material effect on the Company’s consolidated financial statements.
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NOTE 2 — MAMMOTH COMPLEX ACQUISITION
On August 2, 2010, the Company acquired the remaining 50% interest in Mammoth-Pacific, L.P. (“Mammoth Pacific”), which owns the Mammoth complex located near the city of Mammoth, California, for a purchase price of $72.5 million in cash. The Company acquired the remaining interest in Mammoth Pacific to increase its geothermal power plant operations in the United States.
Prior to the acquisition, the Company had a 50% interest in Mammoth Pacific that was accounted for under the equity method of accounting. Following the acquisition, the Company became the sole owner of the Mammoth complex, as well as the sole owner of rights to over 10,000 acres of undeveloped federal lands.
As a result of the acquisition of the remaining 50% interest in Mammoth Pacific, the financial statements of Mammoth Pacific have been consolidated with the Company’s financial statements effective August 2, 2010. The acquisition-date fair value of the previously held 50% equity interest was $64.9 million, which takes into account a “control premium” of $7.6 million. In the year ended December 31, 2010, the Company recognized a pre-tax gain of $36.9 million, which is equal to the difference between the acquisition-date fair value of the previously held 50% equity interest in Mammoth Pacific and the acquisition-date carrying value of such investment. The gain is included in “gain on acquisition of controlling interest” in the consolidated statements of operations and comprehensive income (loss).
The values of the assets acquired and liabilities assumed at the acquisition date are based on management’s estimates using the methodology and assumptions described below.
Valuation methodology and assumptions
In estimating the fair value for the assets acquired, the Company primarily relied on the “Income Approach”. After reviewing several geothermal transactions, the Company concluded that those transactions were not sufficiently comparable to the assets acquired in this transaction. The Company also considered the “Cost Approach” as a reasonableness check to compare to the “Income Approach” value, but did not rely on it as a final indicator of the value.
The “Income Approach” is based on the premise that the value of an asset is equal to the present value of the cash flows that the assets are expected to generate. To estimate the fair value of the existing and replacement tangible and intangible assets as well as the development project at the Mammoth Pacific site, a discounted cash flow (“DCF”) analysis was utilized whereby the cash flows expected to be generated by the acquired assets were discounted to their present value equivalent using the rate of return that reflects the relative risk of each asset, as well as the time value of money. This return, known as the weighted average cost of capital (“WACC”), is an overall rate based upon the individual rates of return for invested capital (equity and interest-bearing debt), and was calculated by weighting the acquired return on interest-bearing debt and common equity capital in proportion to their estimated percentage in the expected capital structure. The estimates for the WACC, which ranged from 9.5% to 14.0%, developed in the valuation are for independent power producers and geothermal power producers.
The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date:
(dollars in thousands) | ||||
Assets: |
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Cash and cash equivalents |
$ | 7,983 | ||
Trade receivables |
3,239 | |||
Prepaid expenses and other |
254 | |||
Deposits and other |
622 | |||
Property, plant and equipment, net (including construction-in-process) |
129,764 | |||
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Total identifiable assets acquired |
141,862 | |||
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Liabilities: |
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Current liabilities — accounts payable and accrued expenses |
(1,072 | ) | ||
Asset retirement obligation |
(3,342 | ) | ||
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Total identifiable liabilities assumed |
(4,414 | ) | ||
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Total net assets acquired |
$ | 137,448 | ||
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The acquired property, plant and equipment will be depreciated over their estimated useful lives.
The revenues of the Mammoth complex and the net loss of the Mammoth complex were $7,567,000 and $645,000, respectively, for the period from August 2, 2010 to December 31, 2010.
The following unaudited consolidated pro forma financial information for the years ended December 31, 2010 and 2009, assumes the Mammoth Pacific acquisition occurred as of January 1, 2009, after giving effect to certain adjustments, including the depreciation based on the adjustments to the fair market value of the property, plant and equipment acquired, and related income tax effects. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations that may occur in the future or that would have occurred had the acquisition of Mammoth Pacific been effected on the dates indicated.
Year Ended December 31, | ||||||||
2010 | 2009 | |||||||
(Dollars in thousands, except per share data) |
||||||||
Revenues |
$ | 384,706 | $ | 431,851 | ||||
|
|
|
|
|||||
Loss from continuing operations |
8,954 | 67,144 | ||||||
|
|
|
|
|||||
Net income |
13,304 | 70,631 | ||||||
Net loss attributable to noncontrolling interest |
90 | 298 | ||||||
|
|
|
|
|||||
Net income attributable to the Company’s stockholders |
$ | 13,394 | $ | 70,929 | ||||
|
|
|
|
|||||
Earnings per share attributable to the Company’s stockholders — basic and diluted: |
||||||||
Income from continuing operations |
$ | 0.20 | $ | 1.47 | ||||
Income from discontinued operations |
0.10 | 0.08 | ||||||
|
|
|
|
|||||
Net income |
$ | 0.30 | $ | 1.55 | ||||
|
|
|
|
|
NOTE 3 — INVENTORIES
Inventories consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Raw materials and purchased parts for assembly |
$ | 6,058 | $ | 7,030 | ||||
Self-manufactured assembly parts and finished products |
6,483 | 5,508 | ||||||
|
|
|
|
|||||
Total |
$ | 12,541 | $ | 12,538 | ||||
|
|
|
|
|
NOTE 4 — COST AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
Cost and estimated earnings on uncompleted contracts consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Costs and estimated earnings incurred on uncompleted contracts |
$ | 69,427 | $ | 26,228 | ||||
Less billings to date |
(98,565 | ) | (23,235 | ) | ||||
|
|
|
|
|||||
Total |
$ | (29,138 | ) | $ | 2,993 | |||
|
|
|
|
These amounts are included in the consolidated balance sheets under the following captions:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts |
$ | 3,966 | $ | 6,146 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts |
(33,104 | ) | (3,153 | ) | ||||
|
|
|
|
|||||
Total |
$ | (29,138 | ) | $ | 2,993 | |||
|
|
|
|
The completion costs of the Company’s construction contracts are subject to estimation. Due to uncertainties inherent in the estimation process, it is reasonably possible that estimated contract earnings will be further revised in the near term.
|
NOTE 5 — UNCONSOLIDATED INVESTMENTS
Unconsolidated investments, mainly in power plants, consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Sarulla |
$ | 2,215 | $ | 2,244 | ||||
Watts & More Ltd. |
1,542 | 2,000 | ||||||
|
|
|
|
|||||
$ | 3,757 | $ | 4,244 | |||||
|
|
|
|
The Sarulla Project
The Company is a 12.75% member of a consortium which is in the process of developing a geothermal power project in Indonesia with expected generating capacity of approximately 340 MW. The project is located in Tapanuli Utara, North Sumatra, Indonesia and will be owned and operated by the consortium members under the framework of a Joint Operating Contract with PT Pertamina Geothermal Energy (“PGE”). The project will be constructed in three phases over five years, with each phase utilizing the Company’s 110 MW to 120 MW combined cycle geothermal plants in which the steam first produces power in a backpressure steam turbine and is subsequently condensed in a vaporizer of a binary plant, which produces additional power. The consortium is still negotiating certain contractual amendments for facilitation of project financing and for signing the resulting amended energy sales contract, and intends to proceed with the project after those amendments have become effective.
The Company’s share in the results of operations of the Sarulla project was not significant for each of the years presented in these consolidated financial statements.
Watts & More Ltd.
In October 2010, the Company invested $2.0 million in Watts & More Ltd. (“W&M”), an early stage start-up company, engaged in the development of energy harvesting and system balancing solutions for electrical sources and, in particular, solar photovoltaic systems. The Company holds approximately 28.6% of W&M’s shares.
The Company’s investment in W&M was not significant for the years ended December 31, 2011 and 2010.
The Mammoth Complex
Prior to August 2, 2010, the Company had a 50% interest in Mammoth Pacific, which owns the Mammoth complex. The Company’s 50% ownership interest in Mammoth Pacific was accounted for under the equity method of accounting as the Company had the ability to exercise significant influence, but not control, over Mammoth Pacific. On August 2, 2010, the Company acquired the remaining 50% interest in Mammoth Pacific (see Note 2).
The unaudited condensed results of Mammoth Pacific are summarized below:
Period from January 1, 2010 to August 1, 2010 |
Year Ended December 31, 2009 |
|||||||
(Dollars in thousands) | ||||||||
Condensed statements of operations: |
||||||||
Revenues |
$ | 11,484 | $ | 19,841 | ||||
Gross margin |
2,670 | 6,181 | ||||||
Net income |
2,528 | 5,993 | ||||||
Company’s equity in income of Mammoth: |
||||||||
50% of Mammoth net income |
$ | 1,264 | $ | 2,997 | ||||
Plus amortization of basis difference |
345 | 593 | ||||||
|
|
|
|
|||||
1,609 | 3,590 | |||||||
Less income taxes |
(611 | ) | (1,363 | ) | ||||
|
|
|
|
|||||
Total |
$ | 998 | $ | 2,227 | ||||
|
|
|
|
|
NOTE 6 — VARIABLE INTEREST ENTITIES
Effective January 1, 2010, the Company adopted accounting and disclosure guidance for variable interest entities (“VIEs”). Among other accounting and disclosure requirements, the guidance requires the primary beneficiary of a VIE to be identified as the party that both (i) has the power to direct the activities of a VIE that most significantly impact its economic performance; and (ii) has an obligation to absorb losses or a right to receive benefits that could potentially be significant to the VIE. The adoption of this accounting guidance did not result in the Company consolidating any additional VIEs or deconsolidating any VIEs.
The Company evaluated all transactions and relationships with VIEs to determine whether the Company is the primary beneficiary of the entities in accordance with the guidance. The Company’s overall methodology for evaluating transactions and relationships under the VIE requirements includes the following two steps: (i) determining whether the entity meets the criteria to qualify as a VIE; and (ii) determining whether the Company is the primary beneficiary of the VIE.
In performing the first step, the significant factors and judgments that the Company considers in making the determination as to whether an entity is a VIE include:
• |
The design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders; |
• |
The nature of the Company’s involvement with the entity; |
• |
Whether control of the entity may be achieved through arrangements that do not involve voting equity; |
• |
Whether there is sufficient equity investment at risk to finance the activities of the entity; and |
• |
Whether parties other than the equity holders have the obligation to absorb expected losses or the right to receive residual returns. |
If the Company identifies a VIE based on the above considerations, it then performs the second step and evaluates whether it is the primary beneficiary of the VIE by considering the following significant factors and judgments:
• |
Whether the Company has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and |
• |
Whether the Company has the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. |
The Company’s VIEs include certain of its wholly owned subsidiaries that own one or more power plants with long-term PPAs. In most cases, the PPAs require the utility to purchase substantially all of the plant’s electrical output over a significant portion of its estimated useful life. Most of the VIEs have associated project financing debt that is non-recourse to the general creditors of the Company, is collateralized by substantially all of the assets of the VIE and those of its wholly owned subsidiaries (also VIEs) and is fully and unconditionally guaranteed by such subsidiaries. The Company has concluded that such entities are VIEs primarily because the entities do not have sufficient equity at risk and/or subordinated financial support is provided through the long-term PPAs. The Company has evaluated each of its VIEs to determine the primary beneficiary by considering the party that has the power to direct the most significant activities of the entity. Such activities include, among others, construction of the power plant, operations and maintenance, dispatch of electricity, financing and strategy. Except for power plants that it acquired, the Company is responsible for the construction of its power plants and generally provides operation and maintenance services. Primarily due to its involvement in these and other activities, the Company has concluded that it directs the most significant activities at each of its VIEs and, therefore, is considered the primary beneficiary. The Company performs an ongoing reassessment of the VIEs to determine the primary beneficiary and may be required to deconsolidate certain of its VIEs in the future. The Company has aggregated its consolidated VIEs into the following categories: (i) wholly owned subsidiaries with project debt; (ii) wholly owned subsidiaries with PPAs; and (iii) less than majority-owned subsidiaries.
Agreement for joint development, construction, ownership and operation of one or more geothermal power plants in Oregon
On October 29, 2010, the Company entered into an agreement to jointly develop, construct, finance, own and operate one or more geothermal power plants in the Crump Geothermal Area located in Lake County, Oregon (the “Crump Project”). Under the terms of the agreement, the other joint owner, Nevada Geothermal Power Inc., contributed all of its rights, titles and interest in the Crump Project, consisting mainly of geothermal rights, to the newly formed entity. The Company paid $0.1 million and will pay an additional $2.4 million over a three-year period to the other joint owner for its ownership interest in the Crump Project and related rights. The Company has a 50% voting interest and will have equal representation with the other joint owner on the governing board. During the development stage of the Crump Project, the Company has the obligation to fund the first $15.0 million on behalf of the Crump Project. All other funding requirements will be required jointly by each owner. If the other joint owner is unable to obtain the necessary capital to fund its share of the Crump Project, the Company will provide financing directly to the joint owner in an aggregate amount of up to $15.0 million. In addition, the Company will be responsible for leading the development of the Crump Project and once operational, will be considered the operator of the facility. At any time during the development or construction of the Crump Project, the Company may terminate its involvement in the Crump Project, whereby the Company would transfer its 50% ownership interest to the other joint owner, at no cost to the other joint owner. If this occurs, the Company will have no obligation to make any additional payments to the other joint owner.
The Company concluded that the entity is a VIE primarily because the entity does not have sufficient equity at risk. Through the Company’s equity ownership and other variable interest, the Company determined that it is the primary beneficiary of the Crump Project and therefore will consolidate the assets, liabilities and operations. In making the determination to consolidate, the Company considered the activities that most significantly impact the project’s economic performance, which party has the power to direct those activities, and whether the obligation to absorb the losses or the right to receive the benefits could potentially be significant to the Crump Project. The Company determined that the activities that most significantly impact the economic performance of the Crump Project currently include the development of the project. As the Company is the managing member and is primarily responsible during the development phase and further, since the Company’s obligations and benefits would be significant to the Crump Project, the Company determined that it is the primary beneficiary.
The Company has incurred $8.0 million in development costs of the Crump Project, as of December 31, 2011, which are presented in the Company’s consolidated balance sheet in “construction-in-process.” No amounts related to this transaction have been included in the statement of operations and comprehensive income (loss) during the years ended December 31, 2011 and 2010. In addition, the assets related to the Crump Project can only be used to settle the obligations related to the Crump Project.
The tables below detail the assets and liabilities (excluding intercompany balances which are eliminated in consolidation) for the Company’s VIEs, combined by VIE classifications, that were included in the consolidated balance sheets as of December 31, 2011 and 2010:
December 31, 2011 | ||||||||||||
Project Debt | PPAs | Less than Majority- owned Subsidiary |
||||||||||
(Dollars in thousands) | ||||||||||||
Assets: |
||||||||||||
Restricted cash, cash equivalents and marketable securities |
$ | 75,521 | $ | — | $ | — | ||||||
Other current assets |
78,013 | 12,725 | — | |||||||||
Property, plant and equipment, net |
1,019,082 | 428,498 | — | |||||||||
Construction-in-process |
236,101 | 24,585 | 11,173 | |||||||||
Other long-term assets |
57,386 | 272 | — | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 1,466,103 | $ | 466,080 | $ | 11,173 | ||||||
|
|
|
|
|
|
|||||||
Liabilities: |
||||||||||||
Accounts payable and accrued expenses |
$ | 13,621 | $ | 4,590 | $ | — | ||||||
Long-term debt |
476,753 | — | — | |||||||||
Other long-term liabilities |
84,619 | 7,998 | — | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ | 574,993 | $ | 12,588 | $ | — | ||||||
|
|
|
|
|
|
December 31, 2010 | ||||||||||||
Project Debt | PPAs | Less Than Majority- Owned Subsidiary |
||||||||||
(Dollars in thousands) | ||||||||||||
Assets: |
||||||||||||
Restricted cash, cash equivalents and marketable securities |
$ | 25,049 | $ | — | $ | — | ||||||
Other current assets |
55,696 | 15,530 | — | |||||||||
Property, plant and equipment, net |
933,560 | 437,840 | — | |||||||||
Construction-in-process |
113,937 | 29,985 | 5,929 | |||||||||
Other long-term assets |
52,484 | 270 | — | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 1,180,726 | $ | 483,625 | $ | 5,929 | ||||||
|
|
|
|
|
|
|||||||
Liabilities: |
||||||||||||
Accounts payable and accrued expenses |
$ | 11,195 | $ | 4,533 | $ | — | ||||||
Long-term debt |
361,024 | — | — | |||||||||
Other long-term liabilities |
85,373 | 7,121 | — | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ | 457,592 | $ | 11,654 | $ | — | ||||||
|
|
|
|
|
|
|
NOTE 7 — FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value measurement guidance 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. It 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 the fair value measurement guidance are described below:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The following table sets forth certain fair value information at December 31, 2011 and 2010 for financial assets and liabilities measured at fair value by level within the fair value hierarchy, as well as cost or amortized cost. As required by the fair value measurement guidance, assets and liabilities are classified in their entirety based on the lowest level of inputs that is significant to the fair value measurement.
Cost or
Amortized Cost at December 31, 2011 |
Fair Value at December 31, 2011 | |||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Assets |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash equivalents (including restricted cash accounts) |
$ | 61,649 | $ | 61,649 | $ | 61,649 | $ | — | $ | — | ||||||||||
Marketable Securities |
18,284 | 18,521 | 18,521 | — | — | |||||||||||||||
Liabilities: |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Derivatives(1) |
— | (890 | ) | — | (890 | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 79,933 | $ | 79,280 | $ | 80,170 | $ | (890 | ) | $ | — | ||||||||||
|
|
|
|
|
|
|
|
|
|
Cost or
Amortized Cost at December 31, 2010 |
Fair Value at December 31, 2010 | |||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Assets |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash equivalents (including restricted cash accounts) |
$ | 14,370 | $ | 14,370 | $ | 14,370 | $ | — | $ | — | ||||||||||
Derivatives(1) |
— | 1,030 | — | 1,030 | — | |||||||||||||||
Non-current assets: |
||||||||||||||||||||
Illiquid auction rate securities including restricted cash accounts) ($4.5 million par value), see below(2) |
4,011 | 3,027 | — | — | 3,027 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 18,381 | $ | 18,427 | $ | 14,370 | $ | 1,030 | $ | 3,027 | |||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
Derivatives represent foreign currency forward contracts which are valued primarily based on observable inputs including forward and spot prices for currencies. |
(2) |
Included in the consolidated balance sheets as follows: |
December 31, 2010 | ||||
(Dollars in thousands) | ||||
Long-term marketable securities |
$ | 1,287 | ||
Long-term restricted cash, cash equivalents and marketable securities |
1,740 | |||
|
|
|||
$ | 3,027 | |||
|
|
The Company’s financial assets measured at fair value (including restricted cash accounts) at December 31, 2011 include investments in debt securities (which are included in marketable securities) and money market funds (which are included in cash equivalents). The Company’s financial assets measured at fair value (including restricted cash accounts) at December 31, 2010 include investments in illiquid auction rate securities and money market funds (which are included in cash equivalents). Those securities, except for the illiquid auction rate securities, are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market.
As of December 31, 2010, all of the Company’s auction rate securities are associated with failed auctions. Such securities have par values totaling $4.5 million, all of which have been in a loss position since the fourth quarter of 2007. Such auction rate securities were valued using Level 3 inputs. Historically, the carrying value of auction rate securities approximated fair value due to the frequent resetting of the interest rates. While the Company continued to earn interest on these investments at the contractual rates, the estimated market value of these auction rate securities no longer approximated par value. Due to the lack of observable market quotes on the Company’s illiquid auction rate securities, the Company utilized valuation models that relied exclusively on Level 3 inputs including, among other things: (i) the underlying structure of each security; (ii) the present value of future principal and interest payments discounted at rates considered to reflect the uncertainty of current market conditions; (iii) consideration of the probabilities of default, auction failure, or repurchase at par for each period; (iv) assessments of counterparty credit quality; (v) estimates of the recovery rates in the event of default for each security; and (vi) overall capital market liquidity. These estimated fair values were subject to uncertainties that were difficult to predict. Therefore, such auction rate securities were classified as Level 3 in the fair value hierarchy.
In the year ended December 31, 2011, the Company identified a buyer outside of the auction process, and sold the balance of the auction rate securities for consideration of $2,822,000.
The table below sets forth a summary of the changes in the fair value of the Company’s financial assets classified as Level 3 (i.e., illiquid auction rate securities) for the years ended December 31, 2011, 2010 and 2009:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Balance at beginning of period |
$ | 3,027 | $ | 3,164 | $ | 4,945 | ||||||
Sale of auction rate securities |
(2,822 | ) | — | (2,005 | ) | |||||||
Total unrealized gains (losses): |
||||||||||||
Included in net income |
(205 | ) | (137 | ) | (279 | ) | ||||||
Realization of unrealized losses due to sale of auction rate securities |
— | — | (430 | ) | ||||||||
Included in other comprehensive income |
— | — | 933 | |||||||||
|
|
|
|
|
|
|||||||
Balance at end of year |
$ | — | $ | 3,027 | $ | 3,164 | ||||||
|
|
|
|
|
|
Effective April 1, 2009, the Company adopted the recognition and presentation of the other-than-temporary impairments standard, which requires an entity to separate an other-than-temporary impairment of a debt security into two components when there are credit-related losses associated with the impaired security for which management does not have the intent to sell the security and it is not more likely than not, that it will be required to sell the security before recovery of its cost basis. For those securities, the amount of the other-than-temporary impairment related to a credit loss is recognized in earnings and reflected as a reduction in the cost basis of the security, and the amount of the other-than-temporary impairment related to other factors is recorded in other comprehensive loss with no change to the cost basis of the security. For securities for which there is an intent to sell before recovery of the cost basis, the full amount of the other-than-temporary impairment is recognized in earnings and reflected as a reduction in the cost basis of the security. Upon adoption of this standard, the Company reclassified $1,205,000 (net of taxes of $650,000) to other comprehensive income with an offset to retained earnings related to the other-than-temporary impairment charges previously recognized in earnings. This cumulative effect adjustment is related to auction rate securities for which the Company did not have the intent to sell and would not, more likely than not, be required to sell prior to recovery of its cost basis.
Effective July 1, 2010, the Company adopted an accounting standards update that amends and clarifies the guidance on how entities should evaluate credit derivatives embedded in beneficial interests in securitized financial assets. The updated guidance eliminates the scope exception for bifurcation of embedded credit derivatives in interests in securitized financial assets unless they are created solely by subordination of one beneficial interest to another. The auction rate securities held by the Company are considered securitized financial assets and therefore fall under the guideline in the abovementioned accounting standards update. The Company elected the fair value option for its auction rate securities as permitted by the update. Upon adoption of this accounting standards update, the Company reclassified $693,000 (net of income taxes of $377,000) to retained earnings with an offset to other comprehensive income. Effective with the adoption of this new guidance, all changes in the fair value of auction rate securities are recognized in earnings.
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 classified those securities with failed auctions as long-term assets in the consolidated balance sheet as of December 31, 2010.
There were no transfers of assets or liabilities between Level 1 and Level 2 during the year ended December 31, 2011.
The fair value of the Company’s long-term debt approximates its carrying amount, except for the following:
Fair Value | Carrying Amount | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(Dollars in millions) | (Dollars in millions) | |||||||||||||||
Orzunil Senior Loans |
$ | — | $ | 1.7 | $ | — | $ | 1.7 | ||||||||
Olkaria III Loan |
79.2 | 88.7 | 77.4 | 88.4 | ||||||||||||
Amatitlan Loan |
37.2 | 39.5 | 36.8 | 39.0 | ||||||||||||
Senior Secured Notes: |
||||||||||||||||
Ormat Funding Corp. (“OFC”) |
114.8 | 129.5 | 125.0 | 136.3 | ||||||||||||
OrCal Geothermal Inc. (“OrCal”) |
84.4 | 93.5 | 85.9 | 95.6 | ||||||||||||
OFC 2 LLC (“OFC 2”) |
131.0 | — | 151.7 | — | ||||||||||||
Senior Unsecured Bonds |
252.8 | 144.8 | 248.3 | 142.0 | ||||||||||||
Loan from institutional investors |
34.2 | 37.1 | 34.2 | 37.2 |
The fair value of OFC Senior Secured Notes is determined using observable market prices as these securities are traded. The fair value of other long-term debt is determined by a valuation model which is based on a conventional discounted cash flow methodology and utilizes assumptions of current market pricing curves.
|
NOTE 8 — PROPERTY, PLANT AND EQUIPMENT AND CONSTRUCTION-IN-PROCESS
Property, plant and equipment
Property, plant and equipment, net, consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Land owned by the Company where the geothermal resource is located |
$ | 32,411 | $ | 25,812 | ||||
Leasehold improvements |
1,325 | 1,190 | ||||||
Machinery and equipment |
92,227 | 73,745 | ||||||
Office equipment |
16,444 | 14,979 | ||||||
Automobiles |
5,581 | 5,283 | ||||||
Geothermal and recovered energy generation power plants, including geothermal wells and exploration and resource development costs: |
||||||||
United States of America |
1,534,001 | 1,379,565 | ||||||
Foreign countries |
281,896 | 280,525 | ||||||
Asset retirement cost |
9,441 | 9,562 | ||||||
|
|
|
|
|||||
1,973,326 | 1,790,661 | |||||||
Less accumulated depreciation |
(454,794 | ) | (365,194 | ) | ||||
|
|
|
|
|||||
Property, plant and equipment, net |
$ | 1,518,532 | $ | 1,425,467 | ||||
|
|
|
|
Depreciation expense for the years ended December 31, 2011, 2010, and 2009 amounted to $89,600,000, $80,669,000, and $60,811,000, respectively. Depreciation expense for the years ended December 31, 2011 and 2010 is net of the impact of the cash grant in the amount of $3,681,000 and $1,382,000, respectively.
U.S. Operations
The net book value of the property, plant and equipment, including construction-in-process, located in the United States was approximately $1,625,961,000 and $1,485,527,000 as of December 31, 2011 and 2010, respectively. These amounts as of December 31, 2011 and 2010 are net of cash grants in the amount of $103,222,000 and $106,900,000, respectively (net of accumulated depreciation of $5,063,000 and $1,382,000 as of December 31, 2011 and 2010, respectively).
The North Brawley power plant, which is under development, was tested for impairment in the current year due to the low output and higher than expected operating costs. Based on these indicators, the Company tested North Brawley for recoverability by estimating its future cash flows taking into consideration the various outcomes from different generating capacities, different outcomes of future rates based under its current PPA versus a new PPA that is expected to be signed and expected market rates thereafter, possible penalties for underperformance during periods when the plant is expected to operate below the stated capacity in the PPA, projected capital expenditures to complete development of the plant and projected operating expenses over the life of the plant. The Company applied a probability-weighted approach and considered alternative courses of action.
Using a probability-weighted approach, the estimated undiscounted cash flows exceed the carrying value of the plant ($259 million as of December 31, 2011) by approximately $103 million and therefore, no impairment occurred. Estimated undiscounted cash flows are subject to significant uncertainties. If actual cash flows differ from the Company’s current estimates due to factors that include, among others, if the plant’s future generating capacity is less than approximately 37 MW, or if the capital expenditures required to complete development of the plant and/or future operating costs exceed the level of our current projections, a material impairment write-down may be required in the future.
Foreign Operations
The net book value of property, plant and equipment, including construction-in-process, located outside of the United States was approximately $263,122,000 and $210,574,000 as of December 31, 2011 and 2010, respectively.
The Company, through its wholly owned subsidiary, OrPower 4, Inc. (“OrPower 4”) owns and operates geothermal power plants in Kenya. The net book value of assets associated with the power plants was $169,701,000 and $111,112,000 as of December 31, 2011 and 2010, respectively. The Company sells the electricity produced by the power plants to Kenya Power and Lighting Co. Ltd. (“KPLC”) under a 20-year PPA. The Company has incurred approximately $67,551,000 and $4,688,000 (included in construction-in-process) at December 31, 2011 and 2010, respectively, in connection with the construction of Phase III of the complex.
Pursuant to an agreement with Empresa Nicaraguense de Electricitdad (“ENEL”), a Nicaraguan power utility, the Company rehabilitated existing wells, drilled new wells, and is operating the geothermal facilities. The Company owns the plants for a fifteen-year period ending in 2014, at which time they will be transferred to ENEL at no cost. The net book value of the assets related to the plant and wells was $7,987,000 and $10,509,000 at December 31, 2011 and 2010, respectively.
The Company, through its wholly owned subsidiary, Orzunil I de Electricidad, Limitada (“Orzunil”), owns a power plant in Guatemala. The geothermal resources used by the power plant are owned by Instituto Nacional de Elecrification (“INDE”), a Guatemalan power utility, who granted the use of these resources to Orzunil for the period of the PPA. The net book value of the assets related to the power plant was $24,732,000 and $27,836,000 at December 31, 2011 and 2010, respectively.
The Company, through its wholly owned subsidiary, Ortitlan, Limitada (“Ortitlan”), owns a power plant in Guatemala. The net book value of the assets related to the power plant was $45,189,000 and $46,995,000 at December 31, 2011 and 2010, respectively.
Construction-in-process
Construction-in-process consists of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Projects under exploration and development: |
||||||||
Up-front bonus lease costs |
$ | 36,832 | $ | 33,600 | ||||
Exploration and development costs |
40,223 | 20,997 | ||||||
Interest capitalized |
1,598 | 100 | ||||||
|
|
|
|
|||||
78,653 | 54,697 | |||||||
|
|
|
|
|||||
Projects under construction: |
||||||||
Up-front bonus lease costs |
31,179 | 31,179 | ||||||
Drilling and construction costs |
246,878 | 176,968 | ||||||
Interest capitalized |
13,841 | 7,790 | ||||||
|
|
|
|
|||||
291,898 | 215,937 | |||||||
|
|
|
|
|||||
Total |
$ | 370,551 | $ | 270,634 | ||||
|
|
|
|
Projects under Exploration and Development | ||||||||||||||||
Up-front Bonus Lease Costs |
Drilling and Construction Costs |
Interest Capitalized |
Total | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Balance at December 31, 2008 |
$ | 17,286 | $ | 17,057 | $ | 615 | $ | 34,958 | ||||||||
Cost incurred during the year |
1,760 | 24,961 | 2,003 | 28,724 | ||||||||||||
Write off of unsuccessful exploration costs |
— | (1,505 | ) | (862 | ) | (2,367 | ) | |||||||||
Transfer of projects under exploration and development to projects under construction |
(3,179 | ) | (22,815 | ) | (1,704 | ) | (27,698 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2009 |
15,867 | 17,698 | 52 | 33,617 | ||||||||||||
Cost incurred during the year |
17,733 | 21,483 | 158 | 39,374 | ||||||||||||
Write off of unsuccessful exploration costs |
— | (2,940 | ) | (110 | ) | (3,050 | ) | |||||||||
Transfer of projects under exploration and development to projects under construction |
— | (15,244 | ) | — | (15,244 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2010 |
33,600 | 20,997 | 100 | 54,697 | ||||||||||||
Cost incurred during the year |
3,232 | 19,226 | 1,498 | 23,956 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2011 |
$ | 36,832 | $ | 40,223 | $ | 1,598 | $ | 78,653 | ||||||||
|
|
|
|
|
|
|
|
Projects under Construction | ||||||||||||||||
Up-front Bonus Lease Costs |
Drilling and Construction Costs |
Interest Capitalized |
Total | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Balance at December 31, 2008 |
$ | — | $ | 344,439 | $ | 14,827 | $ | 359,266 | ||||||||
Cost incurred during the year |
— | 191,470 | 25,393 | 216,863 | ||||||||||||
Transfer of completed projects to property, plant and equipment |
— | (116,506 | ) | (2,343 | ) | (118,849 | ) | |||||||||
Transfer from projects under exploration and development |
3,179 | 22,815 | 1,704 | 27,698 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2009 |
3,179 | 442,218 | 39,581 | 484,978 | ||||||||||||
Cost incurred during the year |
28,000 | 249,072 | 9,335 | 286,407 | ||||||||||||
Transfer of completed projects to property, plant and equipment |
— | (529,566 | ) | (41,126 | ) | (570,692 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Transfer from projects under exploration and development |
— | 15,244 | — | 15,244 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2010 |
31,179 | 176,968 | 7,790 | 215,937 | ||||||||||||
Cost incurred during the year |
— | 242,066 | 10,207 | 252,273 | ||||||||||||
Transfer of completed projects to property, plant and equipment |
— | (172,156 | ) | (4,156 | ) | (176,312 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2011 |
$ | 31,179 | $ | 246,878 | $ | 13,841 | $ | 291,898 | ||||||||
|
|
|
|
|
|
|
|
|
NOTE 9 — INTANGIBLE ASSETS
Intangible assets consist mainly of the Company’s PPAs acquired in business combinations and amounted to $38,781,000 and $40,274,000, net of accumulated amortization of $25,365,000 and $22,086,000, as of December 31, 2011 and 2010, respectively. Amortization expense for the years ended December 31, 2011, 2010, and 2009 amounted to $3,279,000, $3,179,000, and $3,197,000, respectively.
Estimated future amortization expense for the intangible assets as of December 31, 2011 is as follows:
(Dollars in thousands) | ||||
Year ending December 31: |
||||
2012 |
$ | 3,319 | ||
2013 |
3,319 | |||
2014 |
3,319 | |||
2015 |
3,319 | |||
2016 |
3,319 | |||
Thereafter |
22,186 | |||
|
|
|||
Total |
$ | 38,781 | ||
|
|
|
NOTE 10 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Trade payables |
$ | 69,894 | $ | 51,915 | ||||
Salaries and other payroll costs |
10,174 | 10,519 | ||||||
Customer advances |
4,900 | 2,903 | ||||||
Accrued interest |
9,273 | 6,383 | ||||||
Income tax payable |
1,464 | 5,305 | ||||||
Property tax |
3,323 | 2,960 | ||||||
Scheduling and transmission |
1,059 | 1,376 | ||||||
Royalty |
1,065 | 1,058 | ||||||
Other |
3,960 | 3,130 | ||||||
|
|
|
|
|||||
Total |
$ | 105,112 | $ | 85,549 | ||||
|
|
|
|
|
NOTE 11 — LONG-TERM DEBT AND CREDIT AGREEMENTS
Long-term debt consists of notes payable under the following agreements:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Limited and non-recourse agreements: |
||||||||
Loans (non-recourse): |
||||||||
Senior loans (the Zunil power plant) |
$ | — | $ | 1,713 | ||||
Loan agreement (the Olkaria III power plant) |
77,368 | 88,420 | ||||||
Loan agreement (the Amatitlan power plant) |
36,764 | 39,019 | ||||||
Senior Secured Notes: |
||||||||
Non-recourse: |
||||||||
Ormat Funding Corp. (“OFC”) |
125,022 | 136,312 | ||||||
OrCal Geothermal Inc. (“OrCal”) |
85,860 | 95,560 | ||||||
Limited recourse: |
||||||||
OFC 2 LLC (“OFC 2”) |
151,739 | — | ||||||
|
|
|
|
|||||
476,753 | 361,024 | |||||||
Less current portion |
(35,011 | ) | (36,010 | ) | ||||
|
|
|
|
|||||
Non current portion |
$ | 441,742 | $ | 325,014 | ||||
|
|
|
|
|||||
Full recourse agreements: |
||||||||
Senior unsecured bonds |
$ | 250,042 | $ | 142,003 | ||||
Loans from institutional investors: |
54,166 | 57,176 | ||||||
Loan from a commercial bank |
30,000 | 40,000 | ||||||
Revolving credit lines with banks |
214,049 | 189,466 | ||||||
|
|
|
|
|||||
548,257 | 428,645 | |||||||
Less current portion |
(20,543 | ) | (13,010 | ) | ||||
|
|
|
|
|||||
Non current portion |
$ | 527,714 | $ | 415,635 | ||||
|
|
|
|
Senior Loan (the Zunil Power Plant)
Orzunil, a wholly owned subsidiary of the Company, entered into a senior loan agreement with International Finance Corporation (“IFC”). The loan under the senior loan agreement was fully repaid during the year ended December 31, 2011.
Loan Agreement (the Olkaria III Complex)
In March 2009, the Company’s wholly owned subsidiary, OrPower 4, Inc. (“OrPower 4”), entered into a project financing loan of $105.0 million to refinance its investment in the 48 MW Olkaria III complex located in Kenya (the “Olkaria Loan”). The Olkaria Loan is provided by a group of European Development Finance Institutions (“DFIs”) arranged by DEG — Deutsche Investitions — und Entwicklungsgesellschaft mbH (“DEG”). The first disbursement of $90.0 million occurred on March 23, 2009 and the second disbursement of $15.0 million occurred on July 10, 2009. The Olkaria Loan will mature on December 15, 2018, and is payable in 19 equal semi-annual installments, commencing December 15, 2009. Interest on the Olkaria Loan is variable based on 6-month LIBOR plus 4.0% and the Company had the option to fix the interest rate upon each disbursement. Upon the first disbursement, the Company fixed the interest rate on $77.0 million of the Olkaria Loan at 6.90%.
There are various restrictive covenants under the Olkaria Loan including a requirement to comply with the following financial ratios for each calculation period: (i) an historical and projected 12-month debt service coverage ratio (“DSCR”) of not less than 1.15; (ii) a debt to equity ratio which does not exceed 3; and (iii) an equity to total assets ratio of not less than 0.25. If OrPower 4 fails to comply with these financial ratios it will be precluded from making distributions to its shareholders. In addition, subject to certain cure rights, such failure will constitute an event of default by OrPower 4. As of December 31, 2011: (i) the actual 12-month historical DSCR was 2.34; (ii) the debt to equity ratio was 1.3; and (iii) the equity to total assets ratio was 0.34.
Debt service reserve
As required under the terms of the Olkaria Loan, OrPower 4 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 Olkaria Loan in the following six months. This restricted cash account is classified as current in the consolidated balance sheets. As of December 31, 2011, the balance of such account was $13.9 million. In addition, as of December 31, 2011 and 2010, part of the required debt service reserve was backed by a letter of credit in the amount of $5.9 million for both years (see Note 23).
Loan Agreement (the Amatitlan Power Plant)
In May 2009, the Company’s wholly owned subsidiary, Ortitlan, entered into a note purchase agreement, in an aggregate principal amount of $42.0 million, to refinance its investment in the 20 MW Amatitlan geothermal power plant located in Amatitlan, Guatemala (the “Amatitlan Loan”). The Amatitlan Loan is provided by TCW Global Project Fund II, Ltd. (“TCW”). The Amatitlan Loan will mature on June 15, 2016, and will be payable in 28 quarterly installments. The Amatitlan Loan bears annual interest at a rate of 9.83%.
There are various restrictive covenants under the Amatitlan Loan, which include a projected 12-month DSCR of not less than 1.2, a long-term debt to equity ratio not to exceed 4, and other limitations on Ortitlan’s ability to make distributions to its shareholders. If Ortitlan fails to comply with these financial ratios it will be precluded from making distributions to its shareholders. In addition, subject to certain cure rights, such failure will constitute an event of default by Ortitlan. As of December 31, 2011, the actual projected 12-month DSCR was 1.54, and the debt to equity ratio was 2.67.
Debt service reserve
As required under the terms of the Amatitlan Loan, Ortitlan 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 Amatitlan Loan in the following three months. This restricted cash account is classified as current in the consolidated balance sheets. As of December 31, 2011 and 2010, the balance of such account was $3.8 million and $2.0 million, respectively. In addition, as of December 31, 2011 and 2010, part of the required debt service reserve was backed by a letter of credit in the amount of $3.1 million for both years (see Note 23).
OFC Senior Secured Notes
On February 13, 2004, OFC, a wholly owned subsidiary, issued $190.0 million, 8.25% 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 (the “Securities Act”), 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 consolidated balance sheet. The OFC Senior Secured Notes have a final maturity of December 30, 2020. Principal and interest on the OFC Senior Secured Notes are payable in semi-annual payments that 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 a required historical and projected 12-month DSCR of not less than 1.25 and other limitations on additional indebtedness. If OFC fails to comply with these financial ratios it will be precluded from making distributions to its shareholders. In addition, subject to certain cure rights, such failure will constitute an event of default by OFC. As of December 31, 2011, the actual historical 12-month DSCR was 1.49.
OFC may redeem the OFC Senior Secured Notes, in whole or in part, at any time, at a 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.
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 (see below) 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 in the consolidated balance sheets. As of December 31, 2011 and 2010, the balance of such account was $1.8 million and $1.4 million, respectively. In addition, as of December 31, 2011 and 2010, part of the required debt service reserve was backed by a letter of credit in the amount of $10.6 and $11.1 million, respectively (see Note 23).
OrCal Senior Secured Notes
On December 8, 2005, OrCal, a wholly owned subsidiary, 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, 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 consolidated balance sheet. The OrCal Senior Secured Notes have been rated BBB- by Fitch. The OrCal Senior Secured Notes have a final maturity 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, and those of its 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 a required historical and projected 12-month DSCR of not less than 1.25 and other limitations on additional indebtedness. If OrCal fails to comply with these financial ratios it will be precluded from making distributions to its shareholders. In addition, subject to certain cure rights, such failure will constitute an event of default by OrCal. As of December 31, 2011, the actual historical 12-month DSCR was 2.02.
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 which may be funded by cash or backed by letters of credit (see below) 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 consolidated balance sheets. As of December 31, 2011 and 2010, the balance of such account was $0 and $0.3 million, respectively. In addition, as of December 31, 2011 and 2010, part of the required debt service reserve was backed by a letter of credit in the amount of $4.8 million and $10.8 million, respectively (see Note 23).
OFC 2 Senior Secured Notes
On September 23, 2011, the Company’s subsidiary OFC 2 and its wholly owned project subsidiaries (collectively, the “Issuers”) entered into a note purchase agreement (the “Note Purchase Agreement”) with OFC 2 Noteholder Trust, as purchaser, John Hancock Life Insurance Company (U.S.A.), as administrative agent, and the DOE, as guarantor, in connection with the offer and sale of up to $350.0 million aggregate principal amount of OFC 2’s Senior Secured Notes (“OFC 2 Senior Secured Notes”) due December 31, 2034.
Subject to the fulfillment of customary and other specified conditions precedent, the OFC 2 Senior Secured Notes may be issued in up to six distinct series associated with the phased construction (Phase I and Phase II) of the Jersey Valley, McGinness Hills and Tuscarora geothermal power facilities (collectively, the “Projects”) owned by the Issuers. The OFC 2 Senior Secured Notes will mature and the principal amount of the OFC 2 Senior Secured Notes will be payable in equal quarterly installments in accordance with an amortization schedule attached to such Notes and in any event not later than December 31, 2034. Each Series of Notes will bear interest at a rate calculated based on a spread over the Treasury yield curve that will be set at least ten business days prior to the issuance of such Series of Notes. Interest will be payable quarterly in arrears. The DOE will guarantee payment of 80% of principal and interest on the OFC 2 Senior Secured Notes (the “DOE Guarantee”) pursuant to Section 1705 of Title XVII of the Energy Policy Act of 2005, as amended. The conditions precedent to the issuance of the OFC 2 Senior Secured Notes include certain specified conditions required by the DOE in connection with the DOE Guarantee.
On October 31, 2011, the Issuers completed the sale of $151.7 million in aggregate principal amount of 4.687% Series A Notes due 2032 (the “Series A Notes”). The net proceeds from the sale of the Series A Notes, after deducting transaction fees and expenses, were approximately $141.1 million, and were used to finance a portion of the construction costs of Phase I of the McGinness Hills and Tuscarora facilities and to fund certain reserves. Interest on the Series A Notes is payable quarterly in arrears on the last day of March, June, September and December, commencing December 31, 2011. Principal on the Series A Notes is payable on the same quarterly dates, commencing September 30, 2012.
Issuance of the Series B Notes is dependent on the Jersey Valley facility reaching certain operational targets in addition to the other conditions precedent noted above. If issued, the aggregate principal of the Series B Notes will not exceed $28.0 million, and such proceeds would be used to finance a portion of the construction costs of Phase I of the Jersey Valley facility.
The Issuers have sole discretion regarding whether to commence construction of Phase II of any of the Jersey Valley, McGinness Hills and Tuscarora facilities. If a facility Phase II is undertaken for any of the facilities, the Issuers may issue Phase II tranches of Notes, comprised of one or more of the Series C Notes, the Series D Notes, the Series E Notes and the Series F Notes, to finance a portion of the construction costs of such Phase II of any facility. The aggregate principal amount of all Phase II Notes may not exceed $170.0 million. The aggregate principal amount of each series of Notes comprising a Phase II tranche will be determined by the Issuers in their sole discretion provided that certain financial ratios are satisfied pursuant to the terms of the Note Purchase Agreement and subject to the aggregate limit noted above.
The OFC 2 Senior Secured Notes are collateralized by substantially all of the assets of OFC 2 and those of its wholly owned subsidiaries and are fully and unconditionally guaranteed by all of the wholly owned subsidiaries of OFC 2. There are various restrictive covenants under the OFC 2 Senior Secured Notes, which include a required 12-month DSCR of not less than 1.65 and other limitations on additional indebtedness and payment of dividends. The covenants will become effective after completion of construction of the McGinness Hills and Tuscarora facilities.
In addition, in connection with the issuance of each Series of OFC 2 Senior Secured Notes, the Company will provide a guarantee with respect to the OFC 2 Senior Secured Notes, which will be available to be drawn upon if specific trigger events occur. One trigger event is the failure of any facility financed by the relevant Series of OFC 2 Senior Secured Notes to reach completion and meet certain operational performance levels (the non-performance trigger) which gives rise to a prepayment obligation on the OFC 2 Senior Secured Notes. The other trigger event is a payment default on the OFC 2 Senior Secured Notes or the occurrence of certain fundamental defaults that result in the acceleration of the Notes, in each case that occurs prior to the date that the relevant facility(ies) financed by such OFC 2 Senior Secured Notes reaches completion and meets certain operational performance levels. A demand on the Company’s guarantee based on the non-performance trigger is limited to an amount equal to the prepayment amount on the OFC 2 Senior Secured Notes necessary to bring the Issuers into compliance with certain coverage ratios. A demand on the Company’s guarantee based on the other trigger event is not so limited.
Debt service reserve; other restricted funds
Under the terms of the OFC 2 Senior Secured Notes, OFC 2 is required to maintain a debt service reserve and certain other reserves, as follows:
(i) | A debt service reserve account which may be funded by cash or backed by letters of credit (see below) in an amount sufficient to pay scheduled debt service amounts, including principal and interest, due under the terms of the OFC 2 Senior Secured Notes in the following six months. This restricted cash account is classified as current in the consolidated balance sheet. As of December 31, 2011, the balance of such account was $32.0 million. In addition, as of December 31, 2011, part of the required debt service reserve was backed by a letter of credit in the amount of $9.3 million (see Note 23). |
(ii) | A performance level reserve account, intended to provide additional security for the OFC 2 Senior Secured Notes, which may be funded by cash or backed by letters of credit. This reserve builds up over time and reduces gradually each time the project achieves certain milestones. Upon issuance of the Series A Notes, this reserve was funded in the amount of $20.0 million. On January 19, 2012, OFC 2 funded $10.0 million in a letter of credit issued, which is required to be maintained at all times until this reserve reduces to zero. |
(iii) | Under the terms of the OFC 2 Senior Secured Notes, OFC 2 is also required to maintain a well field drilling and maintenance reserve that builds up over time and is dedicated to costs and expenses associated with drilling and maintenance of the project’s well field, which may be funded by cash or backed by letters of credit. Certain other reserves are required in the event OFC 2 elects to commence construction of Phase II of any facility and fund such construction with any Series of Notes (other than Series A and Series B Notes). |
Senior Unsecured Bonds
On August 3, 2010, the Company entered into a trust instrument governing the issuance of, and accepted subscriptions for, an aggregate principal amount of approximately $142.0 million of senior unsecured bonds (the “Bonds”). The Company issued the Bonds outside the United States to investors who are not “U.S. persons” in an unregistered offering pursuant to, and subject to the requirements of, Regulation S under the Securities Act.
Subject to early redemption, the principal of the Bonds is repayable in a single bullet payment upon the final maturity of the Bonds on August 1, 2017. The Bonds bear interest at a fixed rate of 7%, payable semi-annually.
In February 2011, the Company accepted subscription for an aggregate principal amount of approximately $108.0 million of additional senior unsecured bonds (the “Additional Bonds”) under two addendums to the trust instrument. The Company issued the Additional Bonds outside the United States to investors who are not “U.S. persons” in an unregistered offering pursuant to, and subject to the requirements of, Regulation S under the Securities Act. The terms and conditions of the Additional Bonds are identical to the original Bonds. The Additional Bonds were issued at a premium which reflects an effective fixed interest of 6.75%.
Loans from institutional investors
In July 2009, the Company entered into a 6-year loan agreement of $20.0 million with a group of institutional investors (the “First Loan”). The First Loan matures on July 16, 2015, is payable in 12 semi-annual installments commencing January 16, 2010, and bears interest of 6.5%.
In July 2009, the Company entered into an 8-year loan agreement of $20.0 million with another group of institutional investors (the “Second Loan”). The Second Loan matures on August 1, 2017, is payable in 12 semi-annual installments commencing February 1, 2012, and bears interest at 6-month LIBOR plus 5.0%.
In November 2010, the Company entered into a 6-year loan agreement of $20.0 million with a group of institutional investors (the “Third Loan”). The Third Loan matures on November 16, 2016, is payable in ten semi-annual installments commencing May 16, 2012, and bears interest of 5.75%.
Loan from a commercial bank
On November 4, 2009, the Company entered into a 5-year loan agreement of $50.0 million with a commercial bank. The bank loan matures on November 10, 2014 and is payable in 10 semi-annual installments commencing May 10, 2010, and bears interest at 6-month LIBOR plus 3.25%.
Revolving credit lines with commercial banks
As of December 31, 2011, the Company has credit agreements with six commercial banks for an aggregate amount of $409.0 million (including $39.0 million from Union Bank, N.A. (“Union Bank”)), see below. Under the terms of these credit agreements, the Company, or its Israeli subsidiary, Ormat Systems, can request: (i) extensions of credit in the form of loans and/or the issuance of one or more letters of credit in the amount of up to $304.0 million; and (ii) the issuance of one or more letters of credit in the amount of up to $105.0 million. The credit agreements mature between June 2012 and December 2014. Loans and draws under the credit agreements or under any letters of credit will bear interest at the respective bank’s cost of funds plus a margin.
As of December 31, 2011, loans in the total amount of $214.0 million (including $10 million under a non-committed line of credit with another commercial bank) were outstanding, and letters of credit with an aggregate stated amount of $129.9 million were issued and outstanding under such credit agreements. The $214.0 million in loans are for terms of three months or less and bear interest at an annual weighted average rate of 3.32%.
Restrictive covenants
The credit agreements, the loan agreements, and the trust instrument governing the Bonds, described above, are unsecured; however, the Company is subject to a negative pledge in favor of the banks and the other lenders and certain other restrictive covenants. These include, among other things, a prohibition on: (i) creating any floating charge or any permanent pledge, charge or lien over the Company’s 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 its assets, or a change of control in the Company’s ownership structure. The various other restrictive covenants under the credit agreements, the loan agreements, and the trust instrument governing the Bonds, described above, include maintaining stockholders’ equity of at least $600 million and in any event not less than 30% of total assets, 12-month debt, net of cash, cash equivalents and marketable securities to EBITDA ratio not to exceed 7, and the dividend distribution not to exceed 35% of net income for that year. As of December 31, 2011, the actual equity to total assets ratio was 39.2%, the stockholders’ equity was $906.6 million, and the 12-month debt, net of cash, cash equivalents and marketable securities to EBITDA ratio was 5.42. The Company does not expect that these covenants or ratios, which apply to the Company on a consolidated basis, will materially limit its ability to execute its future business plans or 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. Some of the credit agreements, the loan agreements, and the trust instrument contain cross-default provisions with respect to other material indebtedness owed by the Company to any third party
Credit agreement with Union Bank
On February 15, 2006, the Company’s wholly owned subsidiary, Ormat Nevada Inc. (“Ormat Nevada”), entered into a $25.0 million credit agreement with Union Bank. In December 2008, Ormat Nevada entered into an amendment to the credit agreement. Under the amendment, the credit termination date was extended to February 15, 2012 and the aggregate amount available under the credit agreement was increased to $37.5 million. Under the credit agreement, as amended, Ormat Nevada can request extensions of credit in the form of loans and/or the issuance of one or more letters of credit. In August 2011, the credit agreement was further amended to increase the credit line to $39.0 million. On February 7, 2012, Ormat Nevada entered into an amended and restated credit agreement with Union Bank to increase the available credit to $50.0 million and extend the termination date to February 7, 2014. The facility is limited to the issuance, extension, modification or amendment of letters of credit. Union Bank is currently the sole lender and issuing bank under the credit agreement, but is also designated as an administrative agent on behalf of banks that may, from time to time in the future, join the credit agreement as parties thereto. In connection with this transaction, the Company has entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured by any of its (or any of its subsidiaries’) assets. Draws under the credit agreement will bear interest at a floating rate based on the Eurodollar plus a margin. There are various restrictive covenants under the credit agreement, which include: (i) minimum tangible net worth assets of not less than $164 million; (ii) 12-month debt to EBITDA ratio not to exceed 5; and (iii) 12-month DSCR of not less than 1.25. As of December 31, 2011: (i) the actual tangible net worth assets of Ormat Nevada was $1.4 billion; (ii) the 12-month debt to EBITDA ratio was 3.45; and (iii) the DSCR was 2.69. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of Union Bank. Under the February 7, 2012 amendment of the credit agreement, the restrictive covenants were amended to the following: (i) 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) a distribution leverage ratio not to exceed 2. As of December 31, 2011, 20 letters of credit in the aggregate amount of $32.5 million remain issued and outstanding under this credit agreement with Union Bank.
Future minimum payments
Future minimum payments under long-term obligations, excluding revolving credit lines with commercial banks, as of December 31, 2011 are as follows:
(Dollars in thousands) | ||||
Year ending December 31: |
||||
2012 |
$ | 55,554 | ||
2013 |
62,799 | |||
2014 |
67,761 | |||
2015 |
61,345 | |||
2016 |
76,683 | |||
Thereafter |
486,819 | |||
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Total |
$ | 810,961 | ||
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NOTE 12 — PUNA POWER PLANT LEASE TRANSACTIONS
In 2005, the Company’s wholly owned subsidiary in Hawaii, Puna Geothermal Ventures (“PGV”), entered into transactions involving the Puna geothermal power plant located on the Big Island of Hawaii (the “Puna Power Plant”).
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 carrying value of the leased assets as of December 31, 2011 and 2010 amounted to $42.4 million and $45.1 million, net of accumulated depreciation of $20.0 million and $17.3 million, respectively. The unrelated company (the “Lessor”) simultaneously leased back the Puna Power Plant 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 Power Plant under a PPA that PGV has with 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 PPA have not been leased to the Lessor as part of the Head Lease but are part of the Lessor’s security package.
The Head Lease and the Project Lease are being accounted for separately. Each was classified as an operating lease in accordance with the accounting standards for leases. The Deferred Lease Income is amortized into revenue, using the straight-line method, over the 31-year term of the Head Lease. Deferred transaction costs amounting to $4.2 million are being amortized, using the straight-line method, over the 23-year term of the Project Lease.
Future minimum lease payments under the Project Lease, as of December 31, 2011, are as follows:
(Dollars in thousands) | ||||
Year ending December 31: |
||||
2012 |
$ | 8,199 | ||
2013 |
8,062 | |||
2014 |
8,647 | |||
2015 |
8,222 | |||
2016 |
8,374 | |||
Thereafter |
30,623 | |||
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|
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Total |
$ | 72,127 | ||
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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 amounted to $3.9 million and $8.1 million as of December 31, 2011 and 2010, respectively, and were included in restricted cash accounts in the consolidated balance sheets. As of December 31, 2010, $1.7 million of such accounts were classified as non-current, since they were invested in auction rate securities which experienced multiple failed auctions due to a lack of liquidity in the market for these securities, as explained in Note 7. The Company had no investments in auction rate securities at December 31, 2011. The remaining $6.4 million at December 31, 2010 and the total amount of $3.9 million as of December 31, 2011, were classified as current as they were used for current payments.
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 the Company’s wholly owned subsidiary, Ormat Nevada. The distributions are allowed only if PGV maintains various restrictive covenants under the lease agreements, which include limitations on additional indebtedness. As of December 31, 2011 and 2010, the balance of such account was $0.
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NOTE 13 — OPC TRANSACTION
In June 2007, the Company’s wholly owned subsidiary Ormat Nevada entered into agreements with affiliates of Morgan Stanley & Co. Incorporated (Morgan Stanley Geothermal LLC) and Lehman Brothers Inc. (Lehman-OPC LLC (“Lehman-OPC”)), under which those investors purchased, for cash, interests in a newly formed subsidiary of Ormat Nevada, OPC LLC (“OPC”), entitling the investors to certain tax benefits (such as production tax credits and accelerated depreciation) and distributable cash associated with four geothermal power plants.
The first closing under the agreements occurred in 2007 and covered the Company’s Desert Peak 2, Steamboat Hills, and Galena 2 power plants. The investors paid $71.8 million at the first closing. The second closing under the agreements occurred in 2008 and covered the Galena 3 power plant. The investors paid $63.0 million at the second closing.
Ormat Nevada continues to operate and maintain the power plants. Under the agreements, Ormat Nevada initially received all of the distributable cash flow generated by the power plants, while the investors received substantially all of the production tax credits and taxable income or loss (together, the “Economic Benefits”). Once it recovered the capital that it has invested in the power plants, which occurred in the fourth quarter of 2010, the investors receive both the distributable cash flow and the Economic Benefits. The investors’ return is limited by the term of the transaction. Once the investors reach a target after-tax yield on their investment in OPC (the “Flip Date”), Ormat Nevada will receive 95% of both distributable cash and taxable income, on a going forward basis. Following the Flip Date, Ormat Nevada also has the option to buy out the investors’ remaining interest in OPC at the then-current fair market value or, if greater, the investors’ capital account balances in OPC. Should Ormat Nevada exercise this purchase option, it would thereupon revert to being sole owner of the power plants.
The Class B membership units are provided with a 5% residual economic interest in OPC. The 5% residual interest commences on achievement by the investors of a contractually stipulated return that triggers the Flip Date. The actual Flip Date is not known with certainty and is determined by the operating results of OPC. This residual 5% interest represents a noncontrolling interest and is not subject to mandatory redemption or guaranteed payments. Cash is distributed each period in accordance with the cash allocation percentages stipulated in the agreements. Until the fourth quarter of 2010, Ormat Nevada was allocated the cash earnings in OPC and therefore, the amount allocated to the 5% residual interest represented the noncash loss of OPC which principally represented depreciation on the property, plant and equipment. As from the fourth quarter of 2010, the distributable cash is allocated to the Class B membership units. As a result of the acquisition by Ormat Nevada, on October 30, 2009, of all of the Class B membership units of OPC held by Lehman-OPC (see below), the residual interest decreased to 3.5%. Such residual interest increased to 5% on February 3, 2011 when Ormat Nevada sold its Class B membership units to JPM Capital Corporation (“JPM”) (see below).
The Company’s voting rights in OPC are based on a capital structure that is comprised of Class A and Class B membership units. The Company owns, through Ormat Nevada, all of the Class A membership units, which represent 75% of the voting rights in OPC. The investors own all of the Class B membership units, which represent 25% of the voting rights in OPC. In the period from October 30, 2009 to February 3, 2011, the Company owned, through Ormat Nevada, all of the Class A membership units, which represented 75% of the voting rights in OPC, and 30% of the Class B membership units, which represented 7.5% of the voting rights of OPC. In total the Company had 82.5% of the voting rights in OPC as of December 31, 2010. In that period, the investors owned 70% of the Class B membership units, which represented 17.5% of the voting rights of OPC. Other than in respect of customary protective rights, all operational decisions in OPC are decided by the vote of a majority of the membership units. Following the Flip Date, Ormat Nevada’s voting rights will increase to 95% and the investor’s voting rights will decrease to 5%. Ormat Nevada retains the controlling voting interest in OPC both before and after the Flip Date and therefore continues to consolidate OPC.
On October 30, 2009, Ormat Nevada acquired from Lehman-OPC all of the Class B membership units of OPC held by Lehman-OPC pursuant to a right of first offer for a price of $18.5 million. A substantial portion of the initial sale of the Class B membership units by Ormat Nevada was accounted for as a financing transaction. As a result, the repurchase of these interests at a discount resulted in a pre-tax gain of $13.3 million in the year ended December 31, 2009. In addition, an amount of approximately $1.1 million has been reclassified from noncontrolling interest to additional paid-in capital representing the 1.5% residual interest of Lehman-OPC’s Class B membership units.
On February 3, 2011, Ormat Nevada sold to JPM all of the Class B membership units of OPC that it had acquired on October 30, 2010 for a sale price of $24.9 million in cash. The Company did not record any gain from the sale of its Class B membership interests in OPC to JPM. A substantial portion of the Class B membership units are accounted for as a financing transaction. As a result, the majority of these proceeds were recorded as a liability. In addition, $2.3 million has been reclassified from additional paid-in capital to noncontrolling interest representing the 1.5% residual interest of JPM’s Class B membership units.
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NOTE 14 — ASSET RETIREMENT OBLIGATION
The following table presents a reconciliation of the beginning and ending aggregate carrying amount of asset retirement obligation for the years presented below:
Year Ended December 31, |
||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Balance at beginning of year |
$ | 19,903 | $ | 14,238 | ||||
Liability associated with acquisition of controlling interest in a subsidiary |
— | 3,342 | ||||||
Changes in estimates |
(1,071 | ) | 527 | |||||
Liabilities incurred |
859 | 547 | ||||||
Accretion expense |
1,593 | 1,249 | ||||||
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|
|
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Balance at end of year |
$ | 21,284 | $ | 19,903 | ||||
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During the year ended December 31, 2011, the Company decreased the aggregate carrying amount of its asset retirement obligation by $1,071,000 due to changes in useful life and price estimates.
During the year ended December 31, 2010, the Company increased the aggregate carrying amount of its asset retirement obligation by $527,000 due to increased costs associated with demolition and abandonment of property, plant and equipment.
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NOTE 15 — STOCK-BASED COMPENSATION
The Company makes an estimate of expected forfeitures and recognizes compensation costs only for those stock-based awards expected to vest. As of December 31, 2011, the total future compensation cost related to unvested stock-based awards that are expected to vest is $9,305,000, which amount will be recognized over a weighted average period of 1.3 years.
During the years ended December 31, 2011, 2010 and 2009, the Company recorded compensation related to stock-based awards as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in thousands,
except per share data) |
||||||||||||
Cost of revenues |
$ | 4,325 | $ | 4,403 | $ | 3,296 | ||||||
Selling and marketing expenses |
600 | 780 | 708 | |||||||||
General and administrative expenses |
1,747 | 2,195 | 1,751 | |||||||||
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|
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|
|||||||
Total stock-based compensation expense |
6,672 | 7,378 | 5,755 | |||||||||
Tax effect on stock-based compensation expense |
834 | 924 | 701 | |||||||||
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Net effect of stock-based compensation expense |
$ | 5,838 | $ | 6,454 | $ | 5,054 | ||||||
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Effect of stock-based compensation expense on earnings (loss) per share |
$ | 0.13 | $ | 0.14 | $ | 0.11 | ||||||
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During the third quarter of 2011, the Company evaluated the trends in the stock-based award forfeiture rate and determined that the actual rate is 7.5%. This change resulted in an immaterial decrease in the stock-based award in the year ended December 31, 2011.
Valuation assumptions
The fair value of each grant of stock-based awards is estimated using the Black-Scholes valuation model and the assumptions noted in the following table. 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 using the simplified method giving consideration to the contractual term and vesting schedule. Since the Company does not have any traded stock-based award and was listed for trading on the New York Stock Exchange beginning 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 historical volatility of the Parent. There is a 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 0.0% yearly weighted average dividend rate in the year ended December 31, 2011. The risk-free interest rate was based on the yield from U.S. constant treasury maturities bonds with an equivalent term. The forfeiture rate is based on trends in actual stock-based awards forfeitures.
The Company calculated the fair value of each stock-based award on the date of grant based on the following assumptions:
Year Ended December 31, |
||||||||||||
2011 | 2010 | 2008 | ||||||||||
For stock options issued by the Company: |
||||||||||||
Risk-free interest rates |
2.2 | % | 2.5 | % | 1.6 | % | ||||||
Expected lives (in years) |
5.1 | 5.1 | 5.1 | |||||||||
Dividend yield |
0.80 | % | 0.72 | % | 0.38 | % | ||||||
Expected volatility |
46.4 | % | 47.6 | % | 48.6 | % | ||||||
Forfeiture rate |
7.5 | % | 13.0 | % | 13.0 | % |
Stock-based awards
The 2004 Incentive Compensation Plan
In 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 (“SARs”), 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 3,750,000 shares of the Company’s common stock have been reserved for issuance, all of which could be issued as options or as other forms of awards. Options and SARs 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 date. Vested shares may be exercised for up to ten years from the date of grant. The shares of common stock will be issued upon exercise of options or SARs from the Company’s authorized share capital.
Year Ended December 31, | ||||||||||||||||||||||||
2011 | 2010 | 2009 | ||||||||||||||||||||||
Shares | Weighted Average Exercise Price |
Shares | Weighted Average Exercise Price |
Shares | Weighted Average Exercise Price |
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Outstanding at beginning of year |
2,335 | $ | 34.35 | 1,745 | $ | 36.08 | 1,233 | $ | 39.14 | |||||||||||||||
Granted, at fair value: |
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Stock Options |
30 | 19.10 | 37 | 28.39 | 30 | 38.50 | ||||||||||||||||||
SARs* |
622 | 25.65 | 592 | 29.95 | 573 | 26.84 | ||||||||||||||||||
Exercised |
— | — | — | — | (79 | ) | 15.96 | |||||||||||||||||
Forfeited |
(53 | ) | 31.69 | (39 | ) | 38.96 | (12 | ) | 44.20 | |||||||||||||||
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Outstanding at end of year |
2,934 | 32.40 | 2,335 | 34.35 | 1,745 | 36.08 | ||||||||||||||||||
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Options exercisable at end of year |
1,086 | 37.46 | 621 | 37.65 | 331 | 35.23 | ||||||||||||||||||
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Weighted-average fair value of options granted during the year |
$ | 9.69 | $ | 12.51 | $ | 11.63 | ||||||||||||||||||
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* | Upon exercise, SARs entitle the recipient to receive shares of common stock equal to the increase in value of the award between the grant date and the exercise date. |
As of December 31, 2011, 641,550 shares of the Company’s common stock are available for future grants.
The following table summarizes information about stock-based awards outstanding at December 31, 2011 (shares in thousands):
Options Outstanding | Options Exercisable | |||||||||||||||||||||||
Exercise |
Number of Shares Outstanding |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
Number of Shares Exercisable |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
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(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||
$15.00 |
33 | 2.8 | $ | 100 | 33 | 2.8 | $ | 100 | ||||||||||||||||
19.10 |
30 | 6.8 | — | — | — | — | ||||||||||||||||||
20.10 |
8 | 2.8 | — | 8 | 2.8 | — | ||||||||||||||||||
25.65 |
612 | 6.3 | — | — | — | — | ||||||||||||||||||
25.74 |
22 | 3.8 | — | 22 | 3.8 | — | ||||||||||||||||||
26.84 |
559 | 4.2 | — | 140 | 4.2 | — | ||||||||||||||||||
28.19 |
30 | 5.8 | — | 30 | 5.8 | — | ||||||||||||||||||
29.21 |
8 | 5.3 | — | 8 | 5.3 | — | ||||||||||||||||||
29.95 |
578 | 5.3 | — | — | — | — | ||||||||||||||||||
34.13 |
227 | 4.3 | — | 227 | 4.3 | — | ||||||||||||||||||
37.90 |
15 | 1.8 | — | 15 | 1.8 | — | ||||||||||||||||||
38.50 |
22 | 4.8 | — | 22 | 4.8 | — | ||||||||||||||||||
38.85 |
8 | 2.2 | — | 8 | 2.2 | — | ||||||||||||||||||
42.08 |
343 | 2.3 | — | 343 | 2.3 | — | ||||||||||||||||||
45.78 |
417 | 3.3 | — | 208 | 3.3 | — | ||||||||||||||||||
52.98 |
22 | 2.8 | — | 22 | 2.8 | — | ||||||||||||||||||
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2,934 | 4.5 | $ | 100 | 1,086 | 3.3 | $ | 100 | |||||||||||||||||
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The following table summarizes information about stock-based awards outstanding at December 31, 2010 (shares in thousands):
Options Outstanding | Options Exercisable | |||||||||||||||||||||||
Exercise Price |
Number of Shares Outstanding |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
Number of Shares Exercisable |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
||||||||||||||||||
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||
15.00 |
34 | 3.8 | $ | 500 | 34 | 3.8 | $ | 500 | ||||||||||||||||
20.10 |
8 | 3.8 | 71 | 8 | 3.8 | 71 | ||||||||||||||||||
25.74 |
22 | 4.8 | 84 | 22 | 4.8 | 84 | ||||||||||||||||||
26.84 |
570 | 5.2 | 1,562 | — | — | — | ||||||||||||||||||
28.19 |
30 | 6.8 | 42 | — | — | — | ||||||||||||||||||
29.21 |
7 | 6.7 | 3 | — | — | — | ||||||||||||||||||
29.95 |
592 | 6.7 | — | — | — | — | ||||||||||||||||||
34.13 |
232 | 5.3 | — | 232 | 5.3 | — | ||||||||||||||||||
37.90 |
15 | 2.8 | — | 15 | 2.8 | — | ||||||||||||||||||
38.50 |
22 | 5.8 | — | — | — | — | ||||||||||||||||||
38.85 |
8 | 3.2 | — | 8 | 3.2 | — | ||||||||||||||||||
42.08 |
350 | 3.3 | — | 173 | 3.3 | — | ||||||||||||||||||
45.78 |
423 | 4.3 | — | 106 | 4.3 | — | ||||||||||||||||||
52.98 |
22 | 3.8 | — | 22 | 3.8 | — | ||||||||||||||||||
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2,335 | 5.1 | $ | 2,262 | 620 | 4.3 | $ | 655 | |||||||||||||||||
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The aggregate intrinsic value in the above tables represents the total pretax intrinsic value, based on the Company’s stock price of $18.03 and $29.58 as of December 31, 2011 and 2010, respectively, which would have potentially been received by the stock-based award holders had all stock-based award holders exercised their stock-based award as of those dates. The total number of in-the-money stock-based awards exercisable as of December 31, 2011 and 2010 was 32,901 and 64,301, respectively.
The total pretax intrinsic value of stock-based awards exercised during the year ended December 31, 2009 was $1,835,000 based on the Company’s average stock price of $35.98 during the year ended December 31, 2009. No options were exercised during the years ended December 31, 2011 and 2010.
The Parent’s Stock Option Plans
The Parent had four stock option plans. Under the Parent’s stock option plans, employees of the Company were granted options in the Parent’s ordinary shares, which are registered and traded on the Tel-Aviv Stock Exchange. None of the options were exercisable or convertible into shares of the Company.
During the year ended December 31, 2009, 284,000 options were exercised at an average exercise price of $3.78 per share. The total pretax intrinsic value of such options was $1,163,000 based on the Parent’s average stock price of $7.88 during such year. No options were exercised during the years ended December 31, 2010 and December 31, 2011.
As of December 31, 2011 and 2010, all the options under the parent stock options plans have been fully exercised or expired, and no shares of the Parent’s ordinary shares are available for future grants.
|
NOTE 16 — POWER PURCHASE AGREEMENTS
Substantially all of the Company’s electricity revenues are recognized pursuant to PPAs in the U.S. and in various foreign countries, including Kenya, Nicaragua, and Guatemala. These PPAs generally provide for the payment of energy payments or both energy and capacity payments through their respective terms which expire in varying periods from 2014 to 2034. Generally, capacity payments are calculated based on the amount of time that the power plants are available to generate electricity. The energy payments are calculated based on the amount of electrical energy delivered at a designated delivery point. The price terms are customary in the industry and include, among others, a fixed price, short-run avoided cost (“SRAC”) (the incremental cost that the power purchaser avoids by not having to generate such electrical energy itself or purchase it from others), and a fixed price with an escalation clause that includes the value for environmental attributes, known as renewable energy credits. Certain of the PPAs provide for bonus payments in the event that the Company is able to exceed certain target levels and potential payments by the Company if it fails to meet minimum target levels. One PPA gives the power purchaser or its designee the right of first refusal to acquire the geothermal power plants at fair market value. Upon satisfaction of certain conditions specified in this PPA, and subject to receipt of requisite approvals and negotiations between the parties, the Company has the right to demand that the power purchaser acquire the power plant at fair market value. The Company’s subsidiaries in Nicaragua and Guatemala sell power at an agreed upon price subject to terms of a “take or pay” PPA.
Pursuant to the terms of certain of the PPAs, the Company may be required to make payments to the relevant power purchaser under certain conditions, such as shortfall on delivery of renewable energy and energy credits, and not meeting certain performance threshold requirements, as defined in the relevant PPA. The amount of payment required is dependent upon the level of shortfall on delivery or performance requirements and is recorded in the period the shortfall occurs. In addition, if the Company does not meet certain minimum performance requirements, the capacity of the power plant may be permanently reduced.
As discussed in Note 1, the Company assessed all PPAs agreed to, modified or acquired in business combinations on or after July 1, 2003, and evaluated whether such PPAs contained a lease element requiring lease accounting. Future minimum lease revenues under PPAs which contain a lease element as of December 31, 2011 were as follows:
(Dollars in thousands) | ||||
Year ending December 31: |
||||
2012 |
$ | 54,677 | ||
2013 |
54,354 | |||
2014 |
54,301 | |||
2015 |
49,683 | |||
2016 |
47,177 | |||
Thereafter |
467,928 | |||
|
|
|||
Total |
$ | 728,120 | ||
|
|
The total minimum future lease revenues does not include contingent lease revenues that may be received under such PPAs that were concluded to contain a lease element. Such contingent lease revenue is based on the amount of time that the power plants are available to generate electricity in excess of stipulated minimums and the amount of electrical energy delivered at a designated delivery point.
|
NOTE 17 — DISCONTINUED OPERATIONS
In January 2010, a former shareholder of Geothermal Development Limited (“GDL”) who is the owner of an 8 MW power plant in New Zealand exercised a call option to purchase from the Company its shares in GDL for approximately $2.8 million. In addition, the Company received $17.7 million to repay the loan a subsidiary of the Company provided to GDL to build the plant. The Company did not exercise its right of first refusal and, therefore, the Company transferred its shares in GDL to the former shareholder after the former shareholder paid all of GDL’s obligations to the Company. As a result, the Company recorded a pre-tax gain of approximately $6.3 million in the year ended December 31, 2010 ($4.3 million after-tax).
The net assets of GDL on January 1, 2010 were as follows:
(Dollars in thousands) | ||||
Cash and cash equivalents |
$ | 871 | ||
Accounts receivables |
434 | |||
Prepaid expenses and other |
184 | |||
Property, plant and equipment |
16,293 | |||
Accounts payables and accrued liabilities |
(164 | ) | ||
Other comprehensive income — translation adjustments |
(156 | ) | ||
|
|
|||
Net assets |
$ | 17,462 | ||
|
|
The operations and gain on the sale of GDL have been included in discontinued operations in the consolidated statements of operations and comprehensive income for all periods prior to the sale of GDL in January 2010. Electricity revenues related to GDL were $3.2 million in the year ended December 31, 2009 (none in the year ended December 31, 2010). Basic and diluted earnings per share related to the $4.3 million after-tax gain on sale of GDL was $0.10 in the year ended December 31, 2010. Basic and diluted earnings per share related to income from discontinued operations was $0.08 in the year ended December 31, 2009 (none in the year ended December 31, 2010).
|
NOTE 18 — INTEREST EXPENSE, NET
The components of interest expense are as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Parent |
$ | — | $ | 310 | $ | 1,121 | ||||||
Interest related to sale of tax benefits |
7,837 | 5,429 | 7,568 | |||||||||
Loss on interest rate lock transactions* |
16,380 | — | — | |||||||||
Other |
56,951 | 44,227 | 34,947 | |||||||||
Less — amount capitalized |
(11,709 | ) | (9,493 | ) | (27,395 | ) | ||||||
|
|
|
|
|
|
|||||||
$ | 69,459 | $ | 40,473 | $ | 16,241 | |||||||
|
|
|
|
|
|
* | The interest rate lock transactions are related to the OFC 2 Secured Notes and were not accounted for as hedge (see Note 11). |
|
NOTE 19 — INCOME TAXES
Income from continuing operations, before income taxes and equity in income (losses) of investees consisted of:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
U.S. |
$ | (32,797 | ) | $ | (3,715 | ) | $ | 38,371 | ||||
Non-U.S. (foreign) |
39,567 | $ | 34,497 | $ | 39,989 | |||||||
|
|
|
|
|
|
|||||||
$ | 6,770 | $ | 30,782 | $ | 78,360 | |||||||
|
|
|
|
|
|
The components of income tax provision (benefit) are as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Current: |
||||||||||||
State |
$ | 135 | $ | 115 | $ | 885 | ||||||
Foreign |
10,339 | 10,926 | 12,082 | |||||||||
|
|
|
|
|
|
|||||||
$ | 10,474 | $ | 11,041 | $ | 12,967 | |||||||
|
|
|
|
|
|
|||||||
Deferred: |
||||||||||||
Federal |
38,566 | (15,863 | ) | 2,114 | ||||||||
State |
(2,099 | ) | 1,062 | 1,359 | ||||||||
Foreign |
1,594 | 2,662 | (1,010 | ) | ||||||||
|
|
|
|
|
|
|||||||
38,061 | (12,139 | ) | 2,463 | |||||||||
|
|
|
|
|
|
|||||||
$ | 48,535 | $ | (1,098 | ) | $ | 15,430 | ||||||
|
|
|
|
|
|
The significant components of the deferred income tax expense (benefit) are as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Deferred tax expense (exclusive of the effect of other components listed below) |
$ | 4,045 | $ | 16,047 | $ | (6,082 | ) | |||||
Benefit of operating loss carryforwards — US |
(35,575 | ) | (45,540 | ) | (23,036 | ) | ||||||
Change in valuation allowance |
61,500 | 433 | — | |||||||||
Change in foreign income tax |
5,041 | 9,008 | 9,134 | |||||||||
Change in lease transaction |
1,027 | 769 | 3,919 | |||||||||
Change in tax monetization transaction |
(4,975 | ) | 8,690 | 7,858 | ||||||||
Change in intangible drilling costs |
18,592 | 12,497 | 21,659 | |||||||||
Benefit of production tax credits |
(11,594 | ) | (14,043 | ) | (10,989 | ) | ||||||
|
|
|
|
|
|
|||||||
Total |
$ | 38,061 | $ | (12,139 | ) | $ | 2,463 | |||||
|
|
|
|
|
|
The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate are as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
U.S. federal statutory tax rate |
35.0 | % | 35.0 | % | 35.0 | % | ||||||
Valuation allowance |
908.5 | — | — | |||||||||
State income tax, net of federal benefit |
(22.9 | ) | 3.2 | 2.6 | ||||||||
Effect of foreign income tax, net |
(28.3 | ) | 4.5 | (3.8 | ) | |||||||
Production tax credits |
(171.3 | ) | (45.7 | ) | (13.2 | ) | ||||||
Depletion |
(12.0 | ) | — | — | ||||||||
Other, net |
7.9 | (0.7 | ) | (0.3 | ) | |||||||
|
|
|
|
|
|
|||||||
Effective tax rate |
716.9 | % | (3.7 | )% | 20.3 | % | ||||||
|
|
|
|
|
|
The net deferred tax assets and liabilities consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Deferred tax assets (liabilities): |
||||||||
Net foreign deferred taxes, primarily depreciation |
$ | (35,274 | ) | $ | (30,233 | ) | ||
Depreciation |
(82,847 | ) | (80,318 | ) | ||||
Intangible drilling costs |
(52,748 | ) | (34,156 | ) | ||||
Net operating loss carryforward — U.S. |
131,111 | 95,536 | ||||||
Tax monetization transaction |
(21,117 | ) | (26,092 | ) | ||||
Lease transaction |
4,582 | 5,609 | ||||||
Investment tax credits |
1,971 | 1,971 | ||||||
Production tax credits |
59,849 | 48,255 | ||||||
Stock options amortization |
2,934 | 2,276 | ||||||
Accrued liabilities and other |
649 | 5,468 | ||||||
|
|
|
|
|||||
9,110 | (11,684 | ) | ||||||
Less — valuation allowance |
(61,933 | ) | (433 | ) | ||||
|
|
|
|
|||||
Total |
$ | (52,823 | ) | $ | (12,117 | ) | ||
|
|
|
|
The following table presents a reconciliation of the beginning and ending valuation allowance:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Balance at the beginning of the year |
$ | 433 | $ | — | $ | — | ||||||
Additions to deferred income tax expense |
61,500 | 433 | — | |||||||||
|
|
|
|
|
|
|||||||
Balance at the end of the year |
$ | 61,933 | $ | 433 | $ | — | ||||||
|
|
|
|
|
|
At December 31, 2011, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $349.5 million and state NOL carryforwards of approximately $159.0 million, net of valuation allowance of $61.9 million, available to reduce future taxable income, which expire between 2021 and 2031 for federal NOLs and between 2015 and 2031 for state NOLs. The investment tax credits in the amount of $2.0 million at December 31, 2011 are available for a 20-year period and expire between 2022 and 2024. The production tax credits in the amount of $59.9 million at December 31, 2011 are available for a 20-year period and expire between 2026 and 2031.
Realization of the deferred tax assets and tax credits is dependent on generating sufficient taxable income in appropriate jurisdictions prior to expiration of the NOL carryforwards and tax credits. The scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies were considered in determining the amount of valuation allowance. A valuation allowance in the amount of $61.5 million was recorded against the U.S. deferred tax assets as of December 31, 2011 as, at this point in time, it is more likely than not that the deferred tax assets will not be realized. If sufficient evidence of the Company’s ability to generate taxable income is established in the future, the Company may be required to reduce this valuation allowance, resulting in income tax benefits in its consolidated statement of operations.
The total amount of undistributed earnings of foreign subsidiaries for income tax purposes was approximately $247.3 million at December 31, 2011. It is the Company’s intention to reinvest undistributed earnings of its foreign subsidiaries and thereby indefinitely postpone their remittance. Accordingly, no provision has been made for foreign withholding taxes or U.S. income taxes which may become payable if undistributed earnings of foreign subsidiaries were paid as dividends to the Company. The additional taxes on that portion of undistributed earnings which is available for dividends are not practicably determinable.
Uncertain tax positions
The liability for unrecognized tax benefits of $5.9 million and $5.4 million at December 31, 2011 and 2010, respectively, would impact the Company’s effective tax rate, if recognized. Interest and penalties assessed by taxing authorities on an underpayment of income taxes are included as a component of income tax provision in the consolidated statements of operations and comprehensive income.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Balance at beginning of year |
$ | 5,431 | $ | 4,931 | $ | 3,425 | ||||||
Additions based on tax positions taken in prior years |
1,207 | 823 | 964 | |||||||||
Additions based on tax positions taken in the current year |
612 | 260 | 1,282 | |||||||||
Reduction based on tax positions taken in prior years |
(1,375 | ) | (583 | ) | — | |||||||
Decrease for settlements with taxing authorities |
— | — | (740 | ) | ||||||||
|
|
|
|
|
|
|||||||
Balance at end of year |
$ | 5,875 | $ | 5,431 | $ | 4,931 | ||||||
|
|
|
|
|
|
The Company and its U.S. subsidiaries file consolidated income tax returns for federal and state purposes. As of December 31, 2011, the Company has not been subject to U.S. federal or state income tax examinations. The Company remains open to examination by the Internal Revenue Service for the years 2000-2011 and by local state jurisdictions for the years 2002-2011.
The Company’s foreign subsidiaries remain open to examination by the local income tax authorities in the following countries for the years indicated:
Israel |
2009 — 2011 | |||
Nicaragua |
2008 — 2011 | |||
Kenya |
2000 — 2011 | |||
Guatemala |
2007 — 2011 | |||
Philippines |
2008 — 2011 | |||
New Zealand |
2007 — 2011 |
Management believes that the liability for unrecognized tax benefits is adequate for all open tax years based on its assessment of many factors, including among others, past experience and interpretations of local income tax regulations. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. As a result, it is possible that federal, state and foreign tax examinations will result in assessments in future periods. To the extent any such assessments occur, the Company will adjust its liability for unrecognized tax benefits.
Tax benefits in the U.S.
The U.S. government encourages production of electricity from geothermal resources through certain tax subsidies under the ARRA. The Company is permitted to claim 30% of the cost of each new geothermal power plant in the United States, which is placed in service before January 1, 2014 as an investment tax credit (“ITC”) against its federal income taxes. After this date, the ITC is reduced to 10%. Alternatively, the Company is permitted to claim a production tax credit (“PTC”), which in 2011 was 2.2 cents per kWh and which may be adjusted annually for inflation. The PTC may be claimed for ten years on the electricity output of new geothermal power plants put into service by December 31, 2013. The owner of the power plant must choose between the PTC and the 30% ITC 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 the Company claims the PTC or the ITC, it is also permitted to depreciate most of the plant for tax purposes over five years on an accelerated basis, meaning that more of the cost may be deducted in the first few years than during the remainder of the depreciation period. If the Company claims the ITC, the Company’s “tax base” in the plant that it can recover through depreciation must be reduced by half of the ITC. If the Company claims the PTC, there is no reduction in the tax basis for depreciation. Companies that place qualifying renewable energy facilities in service, during 2009, 2010 or 2011, or that begin construction of qualifying renewable energy facilities during 2009, 2010 or 2011 and place them in service by December 31, 2013, may choose to apply for a cash grant from the U.S. Department of the Treasury (“U.S. Treasury”) in an amount equal to the ITC. Likewise, the tax base for depreciation will be reduced by 50% of the cash grant received. Under the ARRA, the U.S. Treasury is instructed to pay the cash grant within 60 governmental business days of the application or the date on which the qualifying facility is placed in service.
On June 7, 2007 and April 17, 2008, a wholly-owned subsidiary, Ormat Nevada, concluded transactions to monetize PTCs and other favorable tax attributes (see Note 13).
Income taxes related to foreign operations
Guatemala — The enacted tax rate is 31%. Orzunil, a wholly owned subsidiary, was granted a benefit under a law which promotes development of renewable power sources. The law allows Orzunil to reduce the investment made in its geothermal power plant from income tax payable, which reduces the effective tax rate to zero. Ortitlan, another wholly owned subsidiary, was granted a tax exemption for a period of ten years ending August 2017. The effect of the tax exemption in the years ended December 31, 2011, 2010, and 2009 is $4.4 million, $3.2 million, and $3.8 million, respectively ($0.10, $0.07, and $0.08 per share of common stock, respectively).
Israel — The Company’s operations in Israel through its wholly owned Israeli subsidiary, Ormat Systems Ltd. (“Ormat Systems”), are taxed at the regular corporate tax rate of 26% in 2009, 25% in 2010, 24% in 2011, and 25% in 2012 and thereafter (see also below). Ormat Systems is entitled to “Benefited Enterprise” status under Israel’s Law for Encouragement of Capital Investments, 1959 (the “Investment Law”), with respect to two of its investment programs. As a Benefited Enterprise, Ormat Systems was exempt from Israeli income taxes with respect to income derived from the first benefited investment for a period of two years that started in 2004, and thereafter such income was subject to reduced Israeli income tax rates which will not exceed 25% for an additional five years until 2010. Ormat Systems was also exempt from Israeli income taxes with respect to income derived from the second benefited investment for a period of two years that started in 2007, and thereafter such income is subject to reduced Israeli income tax rates which will not exceed 25% for an additional five years. These benefits are subject to certain conditions, including among other things, that all transactions between Ormat Systems and its affiliates are at arm’s 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 Israel Tax Authority in order to maintain the tax benefits. In January 2011, new legislation amending the Investment Law was enacted. Under the new legislation, a uniform rate of corporate tax would apply to all qualified income of certain industrial companies, as opposed to the current law’s incentives that are limited to income from a “Benefited Enterprise” during their benefits period. According to the amendment, the uniform tax rate applicable to the zone where the production facilities of Ormat Systems are located would be 15% in 2011 and 2012, 12.5% in 2013 and 2014, and 12% in 2015 and thereafter. Under the transitory provisions of the new legislation, Ormat Systems had the option either to irrevocably comply with the new law while waiving benefits provided under the previous law or to continue to comply with the previous law during a transition period with the option to move from the previous law to the new law at any stage. Ormat Systems decided to irrevocably comply with the new law starting in 2011.
Other significant foreign countries — The Company’s operations in Nicaragua and Kenya are taxed at the rates of 25% and 37.5%, respectively. The Company’s operations in New Zealand are taxed at the rate of 30% in 2009, 30% in 2010, and 28% in 2011.
|
NOTE 20 — BUSINESS SEGMENTS
The Company has two reporting segments: Electricity and Product 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 Company’s power plants pursuant to PPAs. The Product Segment is engaged in the manufacture, including design and development, of turbines and power units for the supply of electrical energy and in the associated construction of power plants utilizing the power units manufactured by the Company to supply energy from geothermal fields and other alternative energy sources. Transfer prices between the operating segments were determined on current market values or cost plus markup of the seller’s business segment.
Summarized financial information concerning the Company’s reportable segments is shown in the following tables:
Electricity | Product | Consolidated | ||||||||||
(Dollars in thousands) | ||||||||||||
Year Ended December 31, 2011: |
||||||||||||
Net revenues from external customers |
$ | 323,849 | $ | 113,160 | $ | 437,009 | ||||||
Intersegment revenues |
— | 80,712 | 80,712 | |||||||||
Depreciation and amortization expense |
93,328 | 3,070 | 96,398 | |||||||||
Operating income (loss) |
45,138 | 18,869 | 64,007 | |||||||||
Segment assets at period end* |
2,222,836 | 91,882 | 2,314,718 | |||||||||
Expenditures for long-lived assets |
266,258 | 3,419 | 269,677 | |||||||||
* Including unconsolidated investments |
2,215 | 1,542 | 3,757 | |||||||||
Year Ended December 31, 2010: |
||||||||||||
Net revenues from external customers |
$ | 291,820 | $ | 81,410 | $ | 373,230 | ||||||
Intersegment revenues |
— | 70,275 | 70,275 | |||||||||
Depreciation and amortization expense |
84,276 | 2,485 | 86,761 | |||||||||
Operating income (loss) |
12,782 | 10,786 | 23,568 | |||||||||
Segment assets at period end* |
1,954,778 | 88,550 | 2,043,328 | |||||||||
Expenditures for long-lived assets |
280,228 | 3,223 | 283,451 | |||||||||
* Including unconsolidated investments |
2,244 | 2,000 | 4,244 | |||||||||
Year Ended December 31, 2009: |
||||||||||||
Net revenues from external customers |
$ | 252,621 | $ | 159,389 | $ | 412,010 | ||||||
Intersegment revenues |
— | 33,751 | 33,751 | |||||||||
Depreciation and amortization expense |
62,283 | 2,093 | 64,376 | |||||||||
Operating income (loss) |
45,335 | 21,259 | 66,594 | |||||||||
Segment assets at period end* |
1,766,519 | 97,674 | 1,864,193 | |||||||||
Expenditures for long-lived assets |
265,252 | 5,371 | 270,623 | |||||||||
* Including unconsolidated investments |
35,188 | — | 35,188 |
Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Revenues: |
||||||||||||
Total segment revenues |
$ | 437,009 | $ | 373,230 | $ | 412,010 | ||||||
Intersegment revenues |
80,712 | 70,275 | 33,751 | |||||||||
Elimination of intersegment revenues |
(80,712 | ) | (70,275 | ) | (33,751 | ) | ||||||
|
|
|
|
|
|
|||||||
Total consolidated revenues |
$ | 437,009 | $ | 373,230 | $ | 412,010 | ||||||
|
|
|
|
|
|
|||||||
Operating income: |
||||||||||||
Operating income |
$ | 64,007 | $ | 23,568 | $ | 66,594 | ||||||
Interest income |
1,427 | 343 | 639 | |||||||||
Interest expense, net |
(69,459 | ) | (40,473 | ) | (16,241 | ) | ||||||
Foreign currency translation and transaction gains (losses) |
(1,350 | ) | 1,557 | (1,695 | ) | |||||||
Income attributable to sale of equity interest |
11,474 | 8,729 | 15,515 | |||||||||
Gain from extinguishment of liability |
— | — | 13,348 | |||||||||
Gain on acquisition of controlling interest |
— | 36,928 | — | |||||||||
Other non-operating income (expense), net |
671 | 130 | 200 | |||||||||
|
|
|
|
|
|
|||||||
Total consolidated income before income taxes and equity in income of investees |
$ | 6,770 | $ | 30,782 | $ | 78,360 | ||||||
|
|
|
|
|
|
The Company sells electricity and products for power plants and others, mainly to the geographical areas according to location of the customers, as detailed below. The following tables present certain data by geographic area:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Revenues from external customers attributable to:(1) |
||||||||||||
North America |
$ | 254,265 | $ | 241,732 | $ | 248,357 | ||||||
Pacific Rim |
32,174 | 6,878 | 28,924 | |||||||||
Latin America |
38,930 | 57,853 | 79,683 | |||||||||
Africa |
36,307 | 35,225 | 34,857 | |||||||||
Far East |
13,363 | 1,964 | 3,850 | |||||||||
Europe |
61,970 | 29,578 | 16,339 | |||||||||
|
|
|
|
|
|
|||||||
Consolidated total |
$ | 437,009 | $ | 373,230 | $ | 412,010 | ||||||
|
|
|
|
|
|
(1) |
Revenues as reported in the geographic area in which they originate. |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Long-lived assets (primarily power plants and related assets) located in: |
||||||||||||
North America |
$ | 1,686,088 | $ | 1,536,583 | $ | 1,341,863 | ||||||
Latin America |
81,472 | 89,980 | 80,687 | |||||||||
Africa |
174,854 | 115,245 | 131,997 | |||||||||
Europe |
13,932 | 13,584 | 12,846 | |||||||||
Pacific Rim and Far East |
— | — | 12,816 | |||||||||
|
|
|
|
|
|
|||||||
Consolidated total |
$ | 1,956,346 | $ | 1,755,392 | $ | 1,580,209 | ||||||
|
|
|
|
|
|
The following table presents revenues from major customers:
Year Ended December 31, | ||||||||||||||||||||||||
2011 | 2010 | 2009 | ||||||||||||||||||||||
Revenues | % | Revenues | % | Revenues | % | |||||||||||||||||||
(Dollars in thousands) |
(Dollars in thousands) |
(Dollars in thousands) |
||||||||||||||||||||||
SCE:(1) |
$ | 121,049 | 27.7 | $ | 108,481 | 29.1 | $ | 87,017 | 21.1 | |||||||||||||||
Hawaii Electric Light Company(1) |
46,432 | 10.6 | 32,194 | 8.6 | 25,979 | 6.3 | ||||||||||||||||||
Sierra Pacific Power Company and Nevada Power Company(1)(2) |
56,778 | 13.0 | 55,877 | 15.0 | 53,658 | 13.0 | ||||||||||||||||||
NGP Blue Mountain I LLC(3) |
— | — | — | — | 46,893 | 11.4 | ||||||||||||||||||
Central American Bank for Economic Integration (Las Pailas Project)(3) |
— | — | 21,365 | 5.7 | 44,073 | 10.7 |
(1) |
Revenues reported in Electricity Segment. |
(2) |
Subsidiaries of NV Energy, Inc. |
(3) |
Revenues reported in Products Segment. |
|
NOTE 21 — TRANSACTIONS WITH RELATED ENTITIES
Transactions between the Company and related entities, other than those disclosed elsewhere in these financial statements, are summarized below:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Property rental fee expense paid to the Parent |
$ | 1,718 | $ | 1,680 | $ | 1,380 | ||||||
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Interest expense on note payable to the Parent |
$ | — | $ | 310 | $ | 1,125 | ||||||
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Corporate financial, administrative, executive services, and research and development services provided to the Parent |
$ | 143 | $ | 139 | $ | 170 | ||||||
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Services rendered by an indirect shareholder of the Parent |
$ | 54 | $ | 116 | $ | 91 | ||||||
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The current asset due from the Parent at December 31, 2011 and 2010 in the amount of $260,000 and $272,000, respectively, represents the net obligation resulting from ongoing operations and transactions with the Parent and is payable from available cash flow. Interest is computed on balances greater than 60 days at LIBOR plus 1% (but not less than the change in the Israeli Consumer Price Index plus 4%) compounded quarterly, and is accrued and paid to the Parent annually.
Corporate and administrative services agreement with the Parent
Ormat Systems and the Parent have agreements whereby Ormat Systems will provide to the Parent, for a monthly fee of $10,000 (adjusted annually, in part based on changes in the Israeli Consumer Price Index), certain corporate administrative services, including the services of executive officers. In addition, Ormat Systems agreed to provide the Parent with services of certain skilled engineers and other research and development employees at Ormat Systems’ cost plus 10%.
Lease agreements with the Parent
Ormat Systems has a rental agreement with the Parent entered into in July 2004 for the sublease of office and manufacturing facilities in Yavne, Israel, for a monthly rent of $52,000, adjusted annually for changes in the Israeli Consumer Price Index, plus taxes and other costs to maintain the properties. The term of the rental agreement is for a period ending the earlier of: (i) 25 years from July 1, 2004; or (ii) the remaining periods of the underlying lease agreements between the Parent and the Israel Land Administration (which terminate between 2018 and 2047).
Effective April 1, 2009, Ormat Systems entered into an additional rental agreement with the Parent for the sublease of additional manufacturing facilities adjacent to the current manufacturing facilities in Yavne, Israel. The term of the additional rent agreement will expire on the same day as the abovementioned lease agreement entered into in July 2004. Pursuant to the additional lease agreement, Ormat Systems pays a monthly rent of $77,000, adjusted annually for changes in the Israeli Consumer Price Index, plus tax and other costs to maintain the properties.
Registration rights agreement
Prior to the closing of the Company’s initial public offering in November 2004, the Company and the Parent entered into a registration rights agreement pursuant to which the Parent may require the Company to register its common stock for sale on Form S-1 or Form S-3. The Company also agreed to pay all expenses that result from the registration of the Company’s common stock under the registration rights agreement, other than underwriting commissions for such shares and taxes. The Company has also agreed to indemnify the parent, its directors, officers and employees against liability that may result from their sale of the Company’s common stock, including Securities Act liabilities.
|
NOTE 22 — EMPLOYEE BENEFIT PLAN
401(k) Plan
The Company has a 401(k) Plan (the “Plan”) for the benefit of its U.S. employees. Employees of the Company and its U.S. subsidiaries who have completed one year of service or who had one year of service upon establishment of the Plan are eligible to participate in the Plan. Contributions are made by employees through pretax deductions up to 60% of their annual salary. Contributions made by the Company are matched up to a maximum of 2% of the employee’s annual salary. The Company’s contributions to the Plan were $483,000, $451,000, and $364,000 for the years ended December 31, 2011, 2010, and 2009, respectively.
Severance plan
The Company, through Ormat Systems, provides limited non-pension benefits to all current employees in Israel who are entitled to benefits in the event of termination or retirement in accordance with the Israeli Government sponsored programs. These plans generally obligate the Company to pay one month’s salary per year of service to employees in the event of involuntary termination. There is no limit on the number of years of service in the calculation of the benefit obligation. The liabilities for these plans are accounted for using what is commonly referred to as the “shut down” method, where a company records the undiscounted obligation as if it were payable at each balance sheet date. Such liabilities have been presented in the consolidated balance sheets as “liabilities for severance pay”. The Company has an obligation to partially fund the liabilities through regular deposits in pension funds and severance pay funds. The amounts funded amounted to $18,693,000 and $18,562,000 at December 31, 2011 and 2010, respectively, and have been presented in the consolidated balance sheets as part of “deposits and other”. The severance pay liability covered by the pension funds is not reflected in the financial statements as the severance pay risks have been irrevocably transferred to the pension funds. Under the Israeli severance pay law, restricted funds may not be withdrawn or pledged until the respective severance pay obligations have been met. As allowed under the program, earnings from the investment are used to offset severance pay costs. Severance pay expenses for the years ended December 31, 2011, 2010, and 2009 were $2,323,000, $1,676,000, and $1,148,000, respectively, which are net of income (including loss) amounting to $(522,000), $1,889,000, and $1,613,000, respectively, generated from the regular deposits and amounts accrued in severance funds
The Company expects the severance pay contributions in 2012 to be approximately $1.8 million.
The Company expects to pay the following future benefits to its employees upon their reaching normal retirement age:
(Dollars in thousands) | ||||
Year ending December 31: |
||||
2012 |
$ | 3,992 | ||
2013 |
663 | |||
2014 |
715 | |||
2015 |
689 | |||
2016 |
391 | |||
2017-2021 |
10,147 | |||
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|
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$ | 16,597 | |||
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The above amounts were determined based on the employees’ current salary rates and the number of years’ service that will have been accumulated at their retirement date. These amounts do not include amounts that might be paid to employees that will cease working with the Company before reaching their normal retirement age.
|
NOTE 23 — COMMITMENTS AND CONTINGENCIES
Geothermal resources
The Company, through its project subsidiaries in the United States, controls certain rights to geothermal fluids through certain leases with the Bureau of Land Management (“BLM”) or through private leases. Royalties on the utilization of the geothermal resources are computed and paid to the lessors as defined in the respective agreements. Royalty expense under the geothermal resource agreements were $10,138,000, $8,690,000, and $6,611,000 for the years ended December 31, 2011, 2010, and 2009, respectively.
Letters of credit
In the ordinary course of business with customers, vendors, and lenders, the Company is contingently liable for performance under letters of credit totaling $79.5 million and $67.0 million at December 31, 2011 and 2010, respectively. Management does not expect any material losses to result from these letters of credit because performance is not expected to be required, and, therefore, is of the opinion that the fair value of these instruments is zero.
Purchase commitments
The Company purchases raw materials for inventories, construction-in-process and services from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequate supply, the Company enters into agreements with contract manufacturers and suppliers that either allow them to procure goods and services based upon specifications defined by the Company, or that establish parameters defining the Company’s requirements.
At December 31, 2011, total obligations related to such supplier agreements were approximately $103.7 million (out of which approximately $54.9 million relate to construction-in-process). All such obligations are payable in 2012.
Grants and royalties
The Company, through Ormat Systems, had historically, through December 31, 2003, requested and received grants for research and development from the Office of the Chief Scientist of the Israeli Government. Ormat Systems is required to pay royalties to the Israeli Government at a rate of 3.5% to 5.0% of the revenues derived from products and services developed using these grants. No royalties were paid for the years ended December 31, 2011, 2010, and 2009. The Company is not liable for royalties if the Company does not sell such products and services. Such royalties are capped at the amount of the grants received plus interest at LIBOR. The cap at December 31, 2011 and 2010, amounted to $1,402,000 and $1,343,000, respectively, of which approximately $461,000 and $402,000 of the cap, respectively, increases based on the LIBOR rate, as defined above.
Contingencies
Securities Class Actions
Following the Company’s public announcement that it would restate certain of its financial results due to a change in the Company’s accounting treatment for certain exploration and development costs, three securities class action lawsuits were filed in the United States District Court for the District of Nevada on March 9, 2010, March 18, 2010 and April 7, 2010. These complaints assert claims against the Company and certain officers and directors for alleged violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). One complaint also asserts claims for alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act. All three complaints allege claims on behalf of a putative class of purchasers of Company common stock between May 6, 2008 or May 7, 2008 and February 23, 2010 or February 24, 2010. These three lawsuits were consolidated by the Court in an order issued on June 3, 2010 and the Court appointed three of the Company’s stockholders to serve as lead plaintiffs.
Lead plaintiffs filed a consolidated amended class action complaint (“CAC”) on July 9, 2010 that asserts claims under Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of purchasers of Company common stock between May 7, 2008 and February 24, 2010. The CAC alleges that certain of the Company’s public statements were false and misleading for failing to account properly for the Company’s exploration and development costs based on the Company’s announcement on February 24, 2010 that it was going to restate certain of its financial results to change its method of accounting for exploration and development costs in certain respects. The CAC also alleges that certain of the Company’s statements concerning the North Brawley project were false and misleading. The CAC seeks compensatory damages, expenses, and such further relief as the Court may deem proper.
Defendants filed a motion to dismiss the CAC on August 13, 2010. On March 3, 2011, the court granted in part and denied in part defendants’ motion to dismiss. The court dismissed plaintiffs’ allegations that the Company’s statements regarding the North Brawley project were false or misleading, but did not dismiss plaintiffs’ allegations regarding the 2008 restatement. Defendants answered the remaining allegations in the CAC regarding the restatement on April 8, 2011 and the case has now entered the discovery phase. On July 22, 2011, plaintiffs filed a motion to certify the case as a class action on behalf of a class of purchasers of Company common stock between February 25, 2009 and February 24, 2010, and defendants filed an opposition to the motion for class certification on October 4, 2011.
Subsequently, the parties participated in a mediation where they reached an agreement in principle to settle the securities class action lawsuits. Under the proposed class action settlement, the claims against the Company and its officers and directors will be dismissed with prejudice and release in exchange for a cash payment of $3.1 million to be funded by the Company’s insurers. The proposed settlement remains subject to the satisfaction of various conditions, including negotiation and execution of a final stipulation of settlement, and approval by the U.S. District Court for the District of Nevada following notice to members of the class.
The Company and the individual defendants have steadfastly maintained that the claim raised in the securities class action lawsuits were without merit, and have vigorously contested those claims. As part of the settlement, the Company and the individual defendants continue to deny any liability or wrongdoing under the securities laws or otherwise.
Stockholder Derivative Cases
Four stockholder derivative lawsuits have also been filed in connection with the Company’s public announcement that it would restate certain of its financial results due to a change in the Company’s accounting treatment for certain exploration and development costs. Two cases were filed in the Second Judicial District Court of the State of Nevada in and for the County of Washoe on March 16, 2010 and April 21, 2010 and two cases were filed in the United States District Court for the District of Nevada on March 29, 2010 and June 7, 2010. All four lawsuits assert claims brought derivatively on behalf of the Company against certain of its officers and directors for alleged breach of fiduciary duty and other claims, including waste of corporate assets and unjust enrichment.
The two stockholder derivative cases filed in the Second Judicial District Court of the State of Nevada in and for the County of Washoe were consolidated by the Court in an order dated May 27, 2010 and the plaintiffs filed a consolidated derivative complaint on September 7, 2010. In accordance with a stipulation between the parties, defendants filed a motion to dismiss on November 16, 2010. On April 18, 2011, the court stayed the state derivative case pending the resolution of the securities class action. The Company cannot make an estimate of the reasonably possible loss or range of reasonably possible loss on the state derivative cases.
The two stockholders derivative cases filed in the United States District Court for the District of Nevada were consolidated by the Court in an order dated August 31, 2010, and plaintiffs filed a consolidated derivative complaint on October 28, 2010. The Company filed a motion to dismiss on December 13, 2010. On March 7, 2011, the Court transferred the federal derivative case to the Court presiding over the securities class action, and on August 29, 2011, the Court stayed the federal derivative case pending the resolution of the securities class action. The Company cannot make an estimate of the reasonably possible loss or range of reasonably possible loss on the state derivative cases.
The Company believes the allegations in these purported derivative actions are without merit and is defending the actions vigorously.
Other
On May 19, 2011, the Federal Energy Regulatory Commission (“FERC”) issued an order which denied the Company’s exemptions for requirements relating to Sections 205 and 206 of the Federal Power Act and directed the Company’s REG facilities to make refunds to their customers, equaling “the time value of the revenues collected during the periods of non-compliance with the qualifying facilities”, in an amount of approximately $1.6 million. On June 17, 2011, the Company requested a rehearing to obtain relief on this mandated refund payment. On July 18, 2011, FERC issued an Order Granting Rehearing for Further Consideration in order to afford additional time for consideration of the matters raised. In February 2012, FERC reached its ruling that a settlement amount was due from the Company which had an immaterial impact to the December 31, 2011 financial statements.
On January 4, 2012, the California Unions for Reliable Energy (“CURE”) filed a petition in Alameda Superior Court, naming the California Energy Commission (“CEC”) and the Company as defendant and real party in interest, respectively. The petition asks the court to order the CEC to vacate its decision which denied, with prejudice, the complaint filed by CURE against the Company with the CEC. The CURE complaint alleged that the Company’s North Brawley Project and East Brawley Project both exceed the CEC’s 50 MW jurisdictional threshold and therefore are subject to CEC licensing authority rather than Imperial County. In addition, the CURE petition asks the court to investigate and halt any ongoing violation of the Warren Alquist Act by the Company, and to award CURE attorney’s fees and costs. As to North Brawley, CURE alleges that the CEC decision violated the Warren Alquist Act because it failed to consider provisions of the County permit for North Brawley, which CURE contends authorizes the Company to build a generating facility with a number of Ormat Energy Converters capable of generating more than 50 MW. As to East Brawley, CURE alleges that the CEC decision violated the Warren Alquist Act because it failed to consider the conditional use permit application for East Brawley, which CURE contends shows that the Company requested authorization to build a facility with a number of Ormat Energy Converters capable of generating more than 50 MW.
The Company believes that the petition is without merit and intends to respond and take necessary legal action to dismiss the proceedings. The Company has thirty days in which to respond to CURE’s petition. Filing of the petition in and of itself does not have any immediate adverse implications for the North Brawley or East Brawley projects and the Company continues to operate the North Brawley project in the ordinary course and continues with its development work on the East Brawley project.
From time to time, the Company is named as a party in various lawsuits, claims and other legal and regulatory proceedings that arise in the ordinary course of its business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damage, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to such lawsuits, claims and proceedings, the Company accrues reserves when a loss is probable and the amount of such loss can be reasonably estimated. It is the opinion of the Company’s management that the outcome of these proceedings, individually and collectively, will not be material to the financial statements as a whole.
|
NOTE 24 — QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Three Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2010 |
June 30, 2010(1) |
Sept. 30, 2010 |
Dec. 31, 2010(1) |
Mar. 31, 2011 |
June 30, 2011(2) |
Sept. 30, 2011 |
Dec. 31, 2011 |
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(Dollars in thousands, except per share amounts) | ||||||||||||||||||||||||||||||||
Revenues: |
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Electricity |
$ | 66,105 | $ | 68,807 | $ | 83,357 | $ | 73,551 | $ | 78,268 | $ | 81,190 | $ | 86,815 | $ | 77,576 | ||||||||||||||||
Product |
16,549 | 27,459 | 18,120 | 19,282 | 19,552 | 23,424 | 24,026 | 46,158 | ||||||||||||||||||||||||
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Total revenues |
82,654 | 96,266 | 101,477 | 92,833 | 97,820 | 104,614 | 110,841 | 123,734 | ||||||||||||||||||||||||
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Cost of revenues: |
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Electricity |
54,523 | 63,498 | 61,530 | 62,775 | 65,937 | 62,212 | 57,941 | 57,947 | ||||||||||||||||||||||||
Product |
12,437 | 14,115 | 14,764 | 11,961 | 16,890 | 9,249 | 17,137 | 32,796 | ||||||||||||||||||||||||
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Total cost of revenues |
66,960 | 77,613 | 76,294 | 74,736 | 82,827 | 71,461 | 75,078 | 90,743 | ||||||||||||||||||||||||
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Gross margin |
15,694 | 18,653 | 25,183 | 18,097 | 14,993 | 33,153 | 35,763 | 32,991 | ||||||||||||||||||||||||
Operating expenses: |
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Research and development expenses |
3,267 | 3,614 | 1,252 | 1,987 | 2,207 | 2,575 | 2,346 | 1,673 | ||||||||||||||||||||||||
Selling and marketing expenses |
3,202 | 2,686 | 3,333 | 4,226 | 2,660 | 3,725 | 2,940 | 6,882 | ||||||||||||||||||||||||
General and administrative expenses |
7,020 | 6,996 | 5,780 | 7,646 | 7,007 | 7,479 | 6,269 | 7,130 | ||||||||||||||||||||||||
Write-off of unsuccessful exploration activities |
— | 3,050 | — | — | — | — | — | — | ||||||||||||||||||||||||
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Operating income |
2,205 | 2,307 | 14,818 | 4,238 | 3,119 | 19,374 | 24,208 | 17,306 | ||||||||||||||||||||||||
Other income (expense): |
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Interest income |
197 | 95 | 140 | (89 | ) | 135 | 716 | 438 | 138 | |||||||||||||||||||||||
Interest expense, net |
(9,714 | ) | (9,426 | ) | (10,961 | ) | (10,372 | ) | (13,080 | ) | (17,442 | ) | (23,909 | ) | (15,028 | ) | ||||||||||||||||
Foreign currency translation and transaction gains (losses) |
434 | (1,033 | ) | 1,074 | 1,082 | 517 | 596 | (2,659 | ) | 196 | ||||||||||||||||||||||
Impairment of auction rate securities |
— | — | — | (137 | ) | — | — | — | — | |||||||||||||||||||||||
Income attributable to sale of tax benefits |
2,139 | 2,070 | 2,183 | 2,337 | 2,139 | 3,141 | 2,344 | 3,850 | ||||||||||||||||||||||||
Gain on acquisition of controlling interest |
— | — | 36,928 | — | — | — | — | — | ||||||||||||||||||||||||
Gain from extinguishment of liability |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Other non-operating income (expense), net |
(359 | ) | 79 | 233 | 314 | (797 | ) | 915 | 347 | 206 | ||||||||||||||||||||||
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Income (loss) from continuing operations, before income taxes and equity in income (losses) of investees |
(5,098 | ) | (5,908 | ) | 44,415 | (2,627 | ) | (7,967 | ) | 7,300 | 769 | 6,668 | ||||||||||||||||||||
Income tax benefit (provision) |
2,557 | 3,365 | (11,931 | ) | 7,107 | (586 | ) | 1,007 | 305 | (49,261 | ) | |||||||||||||||||||||
Equity in income (losses) of investees |
546 | 479 | (83 | ) | 56 | (412 | ) | (69 | ) | (71 | ) | (407 | ) | |||||||||||||||||||
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Income (loss) from continuing operations |
(1,995 | ) | (2,064 | ) | 32,401 | 4,536 | (8,965 | ) | 8,238 | 1,003 | (43,000 | ) | ||||||||||||||||||||
Discontinued operations: |
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Income from discontinued operations, net of related tax |
14 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Gain on sale of a subsidiary in New Zealand, net of tax |
3,766 | 570 | — | — | — | — | — | — | ||||||||||||||||||||||||
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Net Income (loss) |
1,785 | (1,494 | ) | 32,401 | 4,536 | (8,965 | ) | 8,238 | 1,003 | (43,000 | ) | |||||||||||||||||||||
Net loss (income) attributable to noncontrolling interest |
53 | 57 | 58 | (78 | ) | (10 | ) | (105 | ) | (137 | ) | (80 | ) | |||||||||||||||||||
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Net income (loss) attributable to the Company’s stockholders |
$ | 1,838 | $ | (1,437 | ) | $ | 32,459 | $ | 4,458 | $ | (8,975 | ) | $ | 8,133 | $ | 866 | $ | (43,080 | ) | |||||||||||||
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Earnings (loss) per share attributable to the Company’s stockholdrs: |
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Basic: |
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Income (loss) from continuing operations |
$ | (0.04 | ) | $ | (0.05 | ) | $ | 0.71 | $ | 0.10 | $ | (0.20 | ) | $ | 0.18 | $ | 0.02 | $ | (0.95 | ) | ||||||||||||
Discontinued operations |
0.08 | 0.02 | — | — | — | — | — | — | ||||||||||||||||||||||||
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Net income (loss) |
$ | 0.04 | $ | (0.03 | ) | $ | 0.71 | $ | 0.10 | $ | (0.20 | ) | $ | 0.18 | $ | 0.02 | $ | (0.95 | ) | |||||||||||||
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Diluted: |
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Income (loss) from continuing operations |
$ | (0.04 | ) | $ | (0.05 | ) | $ | 0.71 | $ | 0.10 | $ | (0.20 | ) | $ | 0.18 | $ | 0.02 | $ | (0.95 | ) | ||||||||||||
Discontinued operations |
0.08 | 0.02 | — | — | — | — | — | — | ||||||||||||||||||||||||
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Net income (loss) |
$ | 0.04 | $ | (0.03 | ) | $ | 0.71 | $ | 0.10 | $ | (0.20 | ) | $ | 0.18 | $ | 0.02 | $ | (0.95 | ) | |||||||||||||
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Weighted average number of shares used in computation of earnings (loss) per share attributable to the Company’s stockholders: |
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Basic |
45,431 | 45,431 | 45,431 | 45,431 | 45,431 | 45,431 | 45,431 | 45,431 | ||||||||||||||||||||||||
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Diluted |
45,457 | 45,431 | 45,450 | 45,450 | 45,431 | 45,443 | 45,440 | 45,431 | ||||||||||||||||||||||||
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(1) |
Included in income from discontinued operations for the three months ended December June 30, 2010 is an out-of-period adjustment of $570,000 that increased the after-tax gain on the sale of GDL. Such adjustment relates to an error in income taxes associated with the gain on sale of GDL in the three months ended March 31, 2010 (see Note 6). |
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Business
Ormat Technologies, Inc. (the “Company”), a subsidiary of Ormat Industries Ltd. (the “Parent”), is primarily engaged in the geothermal and recovered energy business, including the supply of equipment that is manufactured by the Company and the design and construction of power plants for projects owned by the Company or for third parties. The Company owns and operates geothermal and recovered energy-based power plants in various countries, including the United States of America (“U.S.”), Kenya, Guatemala, and Nicaragua. The Company’s equipment manufacturing operations are located in Israel.
Most of the Company’s domestic power plant facilities are Qualifying Facilities under the Public Utility Regulatory Policies Act of 1978 (“PURPA”). The power purchase agreements (“PPAs”) for certain of such facilities are dependent upon their maintaining Qualifying Facility status. Management believes that all of the facilities were in compliance with Qualifying Facility status requirements as of December 31, 2011.
Cash dividends
During the years ended December 31, 2011, 2010, and 2009, the Company’s Board of Directors declared, approved, and authorized the payment of cash dividends in the aggregate amount of $5.9 million ($0.13 per share), $12.3 million ($0.27 per share), and $11.3 million ($0.25 per share), respectively. Such dividends were paid in the years declared.
Rounding
Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest $1,000, unless otherwise indicated.
Basis of presentation
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and of all majority-owned subsidiaries in which the Company exercises control over operating and financial policies, and variable interest entities in which the Company has an interest and is the primary beneficiary. Intercompany accounts and transactions have been eliminated in consolidation.
Investments in less-than-majority-owned entities or other entities in which the Company exercises significant influence over operating and financial policies are accounted for using the equity method of accounting. Under the equity method, original investments are recorded at cost and adjusted by the Company’s share of undistributed earnings or losses of such companies. The Company’s earnings in investments accounted for under the equity method have been reflected as “equity in income of investees, net” on the Company’s consolidated statements of operations and comprehensive income (loss).
Cash and cash equivalents
The Company considers all highly liquid instruments, with an original maturity of three months or less, to be cash equivalents.
Marketable securities
Marketable securities consist of debt securities. The Company determines the appropriate classification of all marketable securities as held-to-maturity, available-for-sale or trading at the time of the purchase and re-evaluates such classification at each balance sheet date. At December 31, 2011 and 2010, all of the Company’s investments in marketable securities were classified as available-for-sale securities and as a result, were reported at their fair value. The fair value of auction rate securities as of December 31, 2010 was determined based on the factors discussed in Note 7.
Restricted cash, cash equivalents, and marketable securities
Under the terms of certain long-term debt agreements, the Company is required to maintain certain debt service reserves, cash collateral and operating fund accounts that have been classified as restricted cash, cash equivalents, and marketable securities. Funds that will be used to satisfy obligations due during the next twelve months are classified as current restricted cash, cash equivalents, and marketable securities, with the remainder classified as non-current restricted cash, cash equivalents and marketable securities (see Note 7). Such amounts were invested primarily in money market accounts and commercial paper with a minimum investment grade of “AA”, and also some auction rate securities as of December 31, 2010. At December 31, 2011 the Company did not have any investments in auction rate securities.
Concentration of credit risk
Financial instruments which potentially subject the Company to concentration of credit risk consist principally of temporary cash investments, marketable securities and accounts receivable.
The Company places its temporary cash investments and marketable securities with high credit quality financial institutions located in the U.S. and in foreign countries. At December 31, 2011 and 2010, the Company had deposits totaling $39,569,000 and $55,537,000, respectively, in seven U.S. financial institutions that were federally insured up to $250,000 per account (after December 31, 2013, the deposits will be insured up to $100,000 per account). At December 31, 2011 and 2010, the Company’s deposits in foreign countries of approximately $57,838,000 and $37,929,000, respectively, were not insured.
At December 31, 2011 and 2010, accounts receivable related to operations in foreign countries amounted to approximately $21,453,000 and $26,128,000, respectively. At December 31, 2011, and 2010, accounts receivable from the Company’s major customers that have generated 10% or more of its revenues (see Note 20) amounted to approximately 58% and 40%, respectively, of the Company’s accounts receivable.
Southern California Edison Company (“SCE”) accounted for 27.7%, 29.1%, and 21.1% of the Company’s total revenues for the years ended December 31, 2011, 2010, and 2009, respectively. SCE is also the power purchaser and revenue source for the Mammoth complex, which was accounted for separately under the equity method through August 1, 2010.
Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy, Inc.) accounted for 13.0%, 15.0%, and 13.0% of the Company’s total revenues for the years ended December 31, 2011, 2010, and 2009, respectively.
Hawaii Electric Light Company accounted for 10.6%, 8.6%, and 6.3% of the Company’s total revenues for the years ended December 31, 2011, 2010, and 2009, respectively.
Kenya Power and Lighting Co. Ltd. accounted for 8.0%, 9.4%, and 8.5% of the Company’s total revenues for the years ended December 31, 2011, 2010, and 2009, respectively.
The Company performs ongoing credit evaluations of its customers’ financial condition. The Company has historically been able to collect on substantially all of its receivable balances, and accordingly, no provision for doubtful accounts has been made.
Inventories
Inventories consist primarily of raw material parts and sub-assemblies for power units, and are stated at the lower of cost or market value, using the weighted-average cost method. Inventories are reduced by a provision for slow-moving and obsolete inventories. This provision was not significant at December 31, 2011 and 2010.
Deposits and other
Deposits and other consist primarily of performance bonds for construction projects, long-term insurance contract and receivables, and derivative instruments.
Deferred Charges
Deferred charges represent prepaid income taxes on intercompany sales. Such amounts are amortized and included in income tax provision over the life of the related property, plant and equipment.
Property, plant and equipment
Property, plant and equipment are stated at cost. All costs associated with the acquisition, development and construction of power plants operated by the Company are capitalized. Major improvements are capitalized and repairs and maintenance (including major maintenance) costs are expensed. Power plants operated by the Company, which include geothermal wells and exploration and resource development costs, are depreciated using the straight-line method over their estimated useful lives, which range from 25 to 30 years. The geothermal power plant in Zunil, Guatemala is to be fully depreciated over the term of the PPA, since the Company does not own the geothermal resource used by the plant. The geothermal power plant in Nicaragua is to be fully depreciated over the period that the plant is operated by the Company (see Note 8). The other assets are depreciated using the straight-line method over the following estimated useful lives of the assets:
Leasehold improvements |
15-20 years | |||
Machinery and equipment — manufacturing and drilling |
10 years | |||
Machinery and equipment — computers |
3-5 years | |||
Office equipment — furniture and fixtures |
5-15 years | |||
Office equipment — other |
5-10 years | |||
Automobiles |
5-7 years |
The cost and accumulated depreciation of items sold or retired are removed from the accounts. Any resulting gain or loss is recognized currently and is recorded in operating income.
The Company capitalizes interest costs as part of constructing power plant facilities. Such capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. Capitalized interest costs amounted to $11,709,000, $9,493,000, and $27,395,000 for the years ended December 31, 2011, 2010, and 2009, respectively.
Cash Grants
From time to time, the Company is awarded cash grants from the U.S. Department of the Treasury (“U.S. Treasury”) for Specified Energy Property in Lieu of Tax Credits under Section 1603 of the American Recovery and Reinvestment Act of 2009 (“ARRA”). The Company records the cash grant as a reduction in the carrying value of the related plant and amortize the grant as a reduction in depreciation expense over the plant’s estimated useful life.
For federal income tax purposes, the tax basis of the plant is reduced only by 50% of the cash grant. To account for the tax effect of the difference between the tax and book basis of the plant, the Company records a deferred tax asset with a corresponding decrease in the carrying value of the plant.
Exploration and development costs
The Company capitalizes costs incurred in connection with the exploration and development of geothermal resources once it acquires land rights to the potential geothermal resource. Prior to acquiring land rights, the Company makes an initial assessment that an economically feasible geothermal reservoir is probable on that land. The Company determines the economic feasibility of potential geothermal resources internally, with all available data and external assessments vetted through the exploration department and occasionally using outside service providers. Costs associated with the initial assessment are expensed and included in cost of electricity revenues in the consolidated statements of operations and comprehensive income (loss). Such costs were immaterial during the years ended December 31, 2011, 2010, and 2009. It normally takes one to two years from the time active exploration of a particular geothermal resource begins to the time a production well is in operation, assuming the resource is commercially viable.
In most cases, the Company obtains the right to conduct the geothermal development and operations on land owned by the Bureau of Land Management (“BLM”), various states or with private parties. In consideration for certain of these leases, the Company may pay an up-front bonus payment which is a component of the competitive lease process. The up-front bonus payments and other related costs, such as legal fees, are capitalized and included in construction-in-process. The annual land lease payments made during the exploration, development and construction phase are expensed as incurred and included in “electricity cost of revenues” in the consolidated statements of operations and comprehensive income (loss). Upon commencement of power generation on the leased land, the Company begins to pay to the lessors long-term royalty payments based on the utilization of the geothermal resources as defined in the respective agreements. Such payments are expensed when the related revenues are earned and included in “electricity cost of revenues” in the consolidated statements of operations and comprehensive income (loss).
Following the acquisition of land rights to the potential geothermal resource, the Company conducts further studies and surveys, including water and soil analyses among others, and augments its database with the results of these studies. The Company then initiates a suite of geophysical surveys to assess the resource and determine drilling locations. If the results of these activities support the initial assessment of the feasibility of the geothermal resource, the Company then proceeds to exploratory drilling and other related activities which may include drilling of temperature gradient holes, drilling of slim holes, building access roads to drilling locations, drilling full size production and/or injection wells and flow tests. If the slim hole supports a conclusion that the geothermal resource will support a commercially viable power plant, it may either be converted to a full-size commercial well, used either for extraction or re-injection or geothermal fluids, or used as an observation well to monitor and define the geothermal resource. Costs associated with these activities and other directly attributable costs, including interest once physical exploration activities begin and permitting costs, are capitalized and included in “construction-in-process”. If the Company concludes that a geothermal resource will not support commercial operations, capitalized costs are expensed in the period such determination is made.
Grants received from the U.S. Department of Energy (“DOE”) and Alaska Energy Authority are offset against the related exploration and development costs. Such grants amounted to $6,194,000, $1,116,000, and $0 for the years ended December 31, 2011, 2010, and 2009, respectively.
All exploration and development costs that are being capitalized, including the up-front bonus payments made to secure land leases, will be depreciated over their estimated useful lives when the related geothermal power plant is substantially complete and ready for use. A geothermal power plant is substantially complete and ready for use when electricity generation commences.
Asset retirement obligation
The Company records the fair value of a legal liability for an asset retirement obligation in the period in which it is incurred. The Company’s legal liabilities include plugging wells and post-closure costs of power producing sites. When a new liability for asset retirement obligations is recorded, the Company capitalizes the costs of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. At retirement, the obligation is settled for its recorded amount at a gain or loss.
Deferred financing and lease transaction costs
Deferred financing costs are amortized over the term of the related obligation using the effective interest method. Amortization of deferred financing costs is presented as interest expense in the consolidated statements of operations and comprehensive income (loss). Accumulated amortization related to deferred financing costs amounted to $16,533,000 and $12,966,000 at December 31, 2011 and 2010, respectively. Amortization expense for the years ended December 31, 2011, 2010, and 2009 amounted to $3,567,000, $3,042,000, and $3,060,000, respectively. In the year ended December 31, 2009 an amount of $834,000 was written-off as a result of the extinguishment of a liability.
Deferred transaction costs relating to the Puna operating lease (see Note 12) in the amount of $4,172,000 are amortized using the straight-line method over the 23-year term of the lease. Amortization of deferred transaction costs is presented in cost of revenues in the consolidated statements of operations and comprehensive income (loss). Accumulated amortization related to deferred lease costs amounted to $1,221,000 and $1,037,000 at December 31, 2011 and 2010, respectively. Amortization expense for each of the years ended December 31, 2011, 2010, and 2009 amounted to $184,000.
Intangible assets
Intangible assets consist of allocated acquisition costs of PPAs, which are amortized using the straight-line method over the 13 to 25-year terms of the agreements.
Impairment of long-lived assets and long-lived assets to be disposed of
The Company evaluates long-lived assets, such as property, plant and equipment, construction-in-process, PPAs, and unconsolidated investments for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors which could trigger an impairment include, among others, significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of assets or its overall business strategy, negative industry or economic trends, a determination that an exploration project will not support commercial operations, a determination that a suspended project is not likely to be completed, a significant increase in costs necessary to complete a project, legal factors relating to its business or when it concludes that it is more likely than not that an asset will be disposed of or sold.
The Company tests its operating plants that are operated together as a complex for impairment at the complex level because the cash flows of such plants result from significant shared operating activities. For example, the operating power plants in a complex are managed under a combined operation management generally with one central control room that controls all of the power plants in a complex and one maintenance group that services all of the power plants in a complex. As a result, the cash flows from individual plants within a complex are not largely independent of the cash flows of other plants within the complex. The Company tests for impairment its operating plants which are not operated as a complex as well as its projects under exploration, development or construction that are not part of an existing complex at the plant or project level. To the extent an operating plant becomes part of a complex, the Company will test for impairment at the complex level.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. The significant assumptions that the Company uses in estimating its undiscounted future cash flows include: (i) projected generating capacity of the complex or power plant and rates to be received under the respective PPA(s); and (ii) projected operating expenses of the relevant complex or power plant. Estimates of future cash flows used to test recoverability of a long-lived asset under development also include cash flows associated with all future expenditures necessary to develop the asset.
If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Management believes that no impairment exists for long-lived assets; however, estimates as to the recoverability of such assets may change based on revised circumstances (see Note 8).
Derivative instruments
Derivative instruments (including certain derivative instruments embedded in other contracts) are measured at their fair value and recorded as either assets or liabilities unless exempted from derivative treatment as a normal purchase and sale. All changes in the fair value of derivatives are recognized currently in earnings unless specific hedge criteria are met, which requires a company to formally document, designate and assess the effectiveness of transactions that receive hedge accounting.
The Company maintains a risk management strategy that incorporates the use of forward exchange contracts, interest rate swaps, and interest rate caps to minimize significant fluctuation in cash flows and/or earnings that are caused by exchange rate or interest rate volatility. Gains or losses on contracts that initially qualify for cash flow hedge accounting, net of related taxes, are included as a component of other comprehensive income or loss and are subsequently reclassified into earnings when the hedged forecasted transaction affects earnings. Gains or losses on contracts that are not designated to qualify as a cash flow hedge are included currently in earnings.
Foreign currency translation
The U.S. dollar is the functional currency for substantially all of the Company’s consolidated operations and those of its equity affiliates. For those entities, all gains and losses from currency translations are included in results of operations. For the subsidiary in New Zealand that was sold in January 2010, and which was using a functional currency other than the U.S. dollar, the cumulative translation effects were included in “accumulated other comprehensive income (loss)” in the consolidated balance sheets.
Comprehensive income (loss) reporting
Comprehensive income (loss) includes net income or loss plus other comprehensive income (loss), which for the Company consists of foreign currency translation adjustments, the non-credit portion of unrealized gain or loss on available-for-sale marketable securities and the mark-to-market gains or losses on derivative instruments designated as a cash flow hedge.
Revenues and cost of revenues
Revenues are primarily related to: (i) sale of electricity from geothermal and recovered energy-based power plants owned and operated by the Company and (ii) geothermal and recovered energy-based power plant equipment engineering, sale, construction and installation, and operating services.
Revenues related to the sale of electricity from geothermal and recovered energy-based power plants and capacity payments are recorded based upon output delivered and capacity provided at rates specified under relevant contract terms. For PPAs agreed to, modified, or acquired in business combinations on or after July 1, 2003, the Company determines whether such PPAs contain a lease element requiring lease accounting. Revenue from such PPAs are accounted for in electricity revenues. The lease element of the PPAs is also assessed in accordance with the revenue arrangements with multiple deliverables guidance, which requires that revenues be allocated to the separate earnings processes based on their relative fair value. PPAs with minimum lease rentals which vary over time are generally recognized on the straight-line basis over the term of the PPAs. PPAs with contingent rentals are recognized when earned.
Revenues from engineering, operating services, and parts and product sales are recorded upon providing the service or delivery of the products and parts and when collectability is reasonably assured. Revenues from the supply and/or construction of geothermal and recovered energy-based power plant equipment and other equipment to third parties are recognized using the percentage-of-completion method. Revenue is recognized based on the percentage relationship that incurred costs bear to total estimated costs. Costs include direct material, labor, and indirect costs. Selling, marketing, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined.
In specific instances where there is a lack of dependable estimates or inherent risks cause forecast to be doubtful, then the completed-contract method is followed. Revenue is recognized when the contract is substantially complete and when collectability is reasonably assured. Costs that are closely associated with the project are deferred as contract costs and recognized similarly to the associated revenues.
Warranty on products sold
The Company generally provides a one-year warranty against defects in workmanship and materials related to the sale of products for electricity generation. Estimated future warranty obligations are included in operating expenses in the period in which the related revenue is recognized. Such charges are immaterial for the years ended December 31, 2011, 2010, and 2009.
Research and development
Research and development costs incurred by the Company for the development of existing and new geothermal, recovered energy and remote power technologies are expensed as incurred. Grants received from the DOE are offset against the related research and development expenses. Such grants amounted to $1,143,000, $704,000, and $1,330,000 for the years ended December 31, 2011, 2010, and 2009, respectively.
Stock-based compensation
The Company accounts for stock-based compensation using the fair value method whereby compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The Company uses the simplified method in developing an estimate of the expected term of “plain vanilla” stock-based awards.
Income taxes
Income taxes are accounted for using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax assets and liabilities are based on provisions of the enacted tax law. The effects of future changes in tax laws or rates are not anticipated. The Company accounts for investment tax credits and production tax credits as a reduction to income taxes in the year in which the credit arises. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not, more likely than not expected to be realized. A valuation allowance has been established to reduce the Company’s deferred tax assets to the amount that is expected to be realized in the future. Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position (see Note 19).
Earnings (loss) per share
Basic earnings (loss) per share attributable to the Company’s stockholders (“earnings (loss) per share”) is computed by dividing net income or loss attributable to the Company’s 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 stock-based awards.
The stock options granted to employees of the Company in the Parent’s stock are not dilutive to the Company’s earnings per share in any year.
The table below shows the reconciliation of the number of shares used in the computation of basic and diluted earnings per share:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(In thousands) | ||||||||||||
Weighted average number of shares used in computation of basic earnings (loss) per share |
45,431 | 45,431 | 45,391 | |||||||||
Add: |
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Additional shares from the assumed exercise of employee stock options |
— | 21 | 142 | |||||||||
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Weighted average number of shares used in computation of diluted earnings (loss) per share |
45,431 | 45,452 | 45,533 | |||||||||
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In the year ended December 31, 2011, the employee stock options are anti-dilutive because of the Company’s net loss, and therefore, they have been excluded from the diluted earnings (loss) per share calculation.
The number of stock-based awards that could potentially dilute future earnings per share and were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive was 4,337,475, 2,676,712, and 1,161,870, respectively, for the years ended December 31, 2011, 2010, and 2009.
Use of estimates in preparation of financial statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of such financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates with regard to the Company’s consolidated financial statements relate to the useful lives of property, plant and equipment, impairment of long-lived assets and assets to be disposed of, revenue recognition of product sales using the percentage of completion method, asset retirement obligations, and the provision for income taxes.
New Accounting Pronouncements
New accounting pronouncements effective in the year ended December 31, 2011
Accounting for Revenue Recognition
In October 2009, the Financial Accounting Standards Board (“FASB”) issued amendments to the accounting and disclosures for revenue recognition. These amendments modify the criteria for recognizing revenue in multiple element arrangements and require companies to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. Additionally, the amendments eliminate the residual method for allocating arrangement considerations. The adoption by the Company on January 1, 2011 did not have a material impact on the Company’s consolidated financial statements.
In April 2010, the FASB issued guidance for revenue recognition — milestone method, which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. This guidance is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after the effective date of the guidance. The adoption by the Company on January 1, 2011 did not have a material impact on the Company’s consolidated financial statements.
Accounting for Share-based Payments
In April 2010, the FASB issued an accounting standards update, which addresses the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity securities trades. This update clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity should not classify such an award as a liability if it otherwise qualifies as equity. The adoption by the Company on January 1, 2011 did not have a material impact on the Company’s consolidated financial statements.
New accounting pronouncements effective in future periods
Accounting for Fair Value Measurement
In May 2011, the FASB issued authoritative guidance amending existing guidance for measuring fair value and for disclosing information about fair value measurements. The FASB indicated that for many of the requirements it does not intend for the amendments to result in a change to current accounting. Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs, the valuation processes used by the entity, and the sensitivity of the measurement to the unobservable inputs will be required. In addition, entities will be required to disclose the categorization by level of the fair value hierarchy for items that are not measured at fair value in the statement of financial position but for which the fair value is required to be disclosed. The guidance is effective for periods beginning after December 15, 2011 (January 1, 2012 for the Company) and is required to be applied prospectively. The adaptation of this amendment is not expected to have a material effect on the Company’s consolidated financial statements.
Update on Presentation of Comprehensive Income in the Financial Statements
In June 2011, the FASB issued authoritative guidance requiring entities to present net income and other comprehensive income in a single continuous statement of comprehensive income or in two separate, but consecutive, statements. The new guidance does not change the components that are recognized in net income and the components that are recognized in other comprehensive income. The guidance originally required entities to present reclassifications between net income and other comprehensive income at the financial statement line item level; however, in December 2011, the FASB deferred this requirement. This guidance is effective for periods beginning after December 15, 2011 (January 1, 2012 for the Company) and is required to be applied retroactively. The adoption of this amendment is not expected to have a material impact on the Company’s consolidated financial statements.
Update on Disclosures about Offsetting Assets and Liabilities
In December 2011, the FASB issued new accounting guidance that revises the manner in which entities disclose the offsetting of assets and liabilities. The new guidance requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendment is applicable retrospectively effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013 (January 1, 2013 for the Company). The adoption of this amendment is not expected to have a material effect on the Company’s consolidated financial statements.
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The other assets are depreciated using the straight-line method over the following estimated useful lives of the assets:
Leasehold improvements |
15-20 years | |||
Machinery and equipment — manufacturing and drilling |
10 years | |||
Machinery and equipment — computers |
3-5 years | |||
Office equipment — furniture and fixtures |
5-15 years | |||
Office equipment — other |
5-10 years | |||
Automobiles |
5-7 years |
The table below shows the reconciliation of the number of shares used in the computation of basic and diluted earnings per share:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(In thousands) | ||||||||||||
Weighted average number of shares used in computation of basic earnings (loss) per share |
45,431 | 45,431 | 45,391 | |||||||||
Add: |
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Additional shares from the assumed exercise of employee stock options |
— | 21 | 142 | |||||||||
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Weighted average number of shares used in computation of diluted earnings (loss) per share |
45,431 | 45,452 | 45,533 | |||||||||
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The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date:
(dollars in thousands) | ||||
Assets: |
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Cash and cash equivalents |
$ | 7,983 | ||
Trade receivables |
3,239 | |||
Prepaid expenses and other |
254 | |||
Deposits and other |
622 | |||
Property, plant and equipment, net (including construction-in-process) |
129,764 | |||
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Total identifiable assets acquired |
141,862 | |||
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Liabilities: |
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Current liabilities — accounts payable and accrued expenses |
(1,072 | ) | ||
Asset retirement obligation |
(3,342 | ) | ||
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Total identifiable liabilities assumed |
(4,414 | ) | ||
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Total net assets acquired |
$ | 137,448 | ||
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The following unaudited consolidated pro forma financial information for the years ended December 31, 2010 and 2009, assumes the Mammoth Pacific acquisition occurred as of January 1, 2009, after giving effect to certain adjustments, including the depreciation based on the adjustments to the fair market value of the property, plant and equipment acquired, and related income tax effects. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations that may occur in the future or that would have occurred had the acquisition of Mammoth Pacific been effected on the dates indicated.
Year Ended December 31, | ||||||||
2010 | 2009 | |||||||
(Dollars in thousands, except per share data) |
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Revenues |
$ | 384,706 | $ | 431,851 | ||||
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Loss from continuing operations |
8,954 | 67,144 | ||||||
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Net income |
13,304 | 70,631 | ||||||
Net loss attributable to noncontrolling interest |
90 | 298 | ||||||
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Net income attributable to the Company’s stockholders |
$ | 13,394 | $ | 70,929 | ||||
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Earnings per share attributable to the Company’s stockholders — basic and diluted: |
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Income from continuing operations |
$ | 0.20 | $ | 1.47 | ||||
Income from discontinued operations |
0.10 | 0.08 | ||||||
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Net income |
$ | 0.30 | $ | 1.55 | ||||
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Inventories consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Raw materials and purchased parts for assembly |
$ | 6,058 | $ | 7,030 | ||||
Self-manufactured assembly parts and finished products |
6,483 | 5,508 | ||||||
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Total |
$ | 12,541 | $ | 12,538 | ||||
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Cost and estimated earnings on uncompleted contracts consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Costs and estimated earnings incurred on uncompleted contracts |
$ | 69,427 | $ | 26,228 | ||||
Less billings to date |
(98,565 | ) | (23,235 | ) | ||||
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Total |
$ | (29,138 | ) | $ | 2,993 | |||
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These amounts are included in the consolidated balance sheets under the following captions:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts |
$ | 3,966 | $ | 6,146 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts |
(33,104 | ) | (3,153 | ) | ||||
|
|
|
|
|||||
Total |
$ | (29,138 | ) | $ | 2,993 | |||
|
|
|
|
|
Unconsolidated investments, mainly in power plants, consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Sarulla |
$ | 2,215 | $ | 2,244 | ||||
Watts & More Ltd. |
1,542 | 2,000 | ||||||
|
|
|
|
|||||
$ | 3,757 | $ | 4,244 | |||||
|
|
|
|
The unaudited condensed results of Mammoth Pacific are summarized below:
Period from January 1, 2010 to August 1, 2010 |
Year Ended December 31, 2009 |
|||||||
(Dollars in thousands) | ||||||||
Condensed statements of operations: |
||||||||
Revenues |
$ | 11,484 | $ | 19,841 | ||||
Gross margin |
2,670 | 6,181 | ||||||
Net income |
2,528 | 5,993 | ||||||
Company’s equity in income of Mammoth: |
||||||||
50% of Mammoth net income |
$ | 1,264 | $ | 2,997 | ||||
Plus amortization of basis difference |
345 | 593 | ||||||
|
|
|
|
|||||
1,609 | 3,590 | |||||||
Less income taxes |
(611 | ) | (1,363 | ) | ||||
|
|
|
|
|||||
Total |
$ | 998 | $ | 2,227 | ||||
|
|
|
|
|
The tables below detail the assets and liabilities (excluding intercompany balances which are eliminated in consolidation) for the Company’s VIEs, combined by VIE classifications, that were included in the consolidated balance sheets as of December 31, 2011 and 2010:
December 31, 2011 | ||||||||||||
Project Debt | PPAs | Less than Majority- owned Subsidiary |
||||||||||
(Dollars in thousands) | ||||||||||||
Assets: |
||||||||||||
Restricted cash, cash equivalents and marketable securities |
$ | 75,521 | $ | — | $ | — | ||||||
Other current assets |
78,013 | 12,725 | — | |||||||||
Property, plant and equipment, net |
1,019,082 | 428,498 | — | |||||||||
Construction-in-process |
236,101 | 24,585 | 11,173 | |||||||||
Other long-term assets |
57,386 | 272 | — | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 1,466,103 | $ | 466,080 | $ | 11,173 | ||||||
|
|
|
|
|
|
|||||||
Liabilities: |
||||||||||||
Accounts payable and accrued expenses |
$ | 13,621 | $ | 4,590 | $ | — | ||||||
Long-term debt |
476,753 | — | — | |||||||||
Other long-term liabilities |
84,619 | 7,998 | — | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ | 574,993 | $ | 12,588 | $ | — | ||||||
|
|
|
|
|
|
December 31, 2010 | ||||||||||||
Project Debt | PPAs | Less Than Majority- Owned Subsidiary |
||||||||||
(Dollars in thousands) | ||||||||||||
Assets: |
||||||||||||
Restricted cash, cash equivalents and marketable securities |
$ | 25,049 | $ | — | $ | — | ||||||
Other current assets |
55,696 | 15,530 | — | |||||||||
Property, plant and equipment, net |
933,560 | 437,840 | — | |||||||||
Construction-in-process |
113,937 | 29,985 | 5,929 | |||||||||
Other long-term assets |
52,484 | 270 | — | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 1,180,726 | $ | 483,625 | $ | 5,929 | ||||||
|
|
|
|
|
|
|||||||
Liabilities: |
||||||||||||
Accounts payable and accrued expenses |
$ | 11,195 | $ | 4,533 | $ | — | ||||||
Long-term debt |
361,024 | — | — | |||||||||
Other long-term liabilities |
85,373 | 7,121 | — | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ | 457,592 | $ | 11,654 | $ | — | ||||||
|
|
|
|
|
|
|
The following table sets forth certain fair value information at December 31, 2011 and 2010 for financial assets and liabilities measured at fair value by level within the fair value hierarchy, as well as cost or amortized cost. As required by the fair value measurement guidance, assets and liabilities are classified in their entirety based on the lowest level of inputs that is significant to the fair value measurement.
Cost or
Amortized Cost at December 31, 2011 |
Fair Value at December 31, 2011 | |||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Assets |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash equivalents (including restricted cash accounts) |
$ | 61,649 | $ | 61,649 | $ | 61,649 | $ | — | $ | — | ||||||||||
Marketable Securities |
18,284 | 18,521 | 18,521 | — | — | |||||||||||||||
Liabilities: |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Derivatives(1) |
— | (890 | ) | — | (890 | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 79,933 | $ | 79,280 | $ | 80,170 | $ | (890 | ) | $ | — | ||||||||||
|
|
|
|
|
|
|
|
|
|
Cost or
Amortized Cost at December 31, 2010 |
Fair Value at December 31, 2010 | |||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Assets |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash equivalents (including restricted cash accounts) |
$ | 14,370 | $ | 14,370 | $ | 14,370 | $ | — | $ | — | ||||||||||
Derivatives(1) |
— | 1,030 | — | 1,030 | — | |||||||||||||||
Non-current assets: |
||||||||||||||||||||
Illiquid auction rate securities including restricted cash accounts) ($4.5 million par value), see below(2) |
4,011 | 3,027 | — | — | 3,027 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 18,381 | $ | 18,427 | $ | 14,370 | $ | 1,030 | $ | 3,027 | |||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
Derivatives represent foreign currency forward contracts which are valued primarily based on observable inputs including forward and spot prices for currencies. |
(2) |
Included in the consolidated balance sheets as follows: |
December 31, 2010 | ||||
(Dollars in thousands) | ||||
Long-term marketable securities |
$ | 1,287 | ||
Long-term restricted cash, cash equivalents and marketable securities |
1,740 | |||
|
|
|||
$ | 3,027 | |||
|
|
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Balance at beginning of period |
$ | 3,027 | $ | 3,164 | $ | 4,945 | ||||||
Sale of auction rate securities |
(2,822 | ) | — | (2,005 | ) | |||||||
Total unrealized gains (losses): |
||||||||||||
Included in net income |
(205 | ) | (137 | ) | (279 | ) | ||||||
Realization of unrealized losses due to sale of auction rate securities |
— | — | (430 | ) | ||||||||
Included in other comprehensive income |
— | — | 933 | |||||||||
|
|
|
|
|
|
|||||||
Balance at end of year |
$ | — | $ | 3,027 | $ | 3,164 | ||||||
|
|
|
|
|
|
The fair value of the Company’s long-term debt approximates its carrying amount, except for the following:
Fair Value | Carrying Amount | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(Dollars in millions) | (Dollars in millions) | |||||||||||||||
Orzunil Senior Loans |
$ | — | $ | 1.7 | $ | — | $ | 1.7 | ||||||||
Olkaria III Loan |
79.2 | 88.7 | 77.4 | 88.4 | ||||||||||||
Amatitlan Loan |
37.2 | 39.5 | 36.8 | 39.0 | ||||||||||||
Senior Secured Notes: |
||||||||||||||||
Ormat Funding Corp. (“OFC”) |
114.8 | 129.5 | 125.0 | 136.3 | ||||||||||||
OrCal Geothermal Inc. (“OrCal”) |
84.4 | 93.5 | 85.9 | 95.6 | ||||||||||||
OFC 2 LLC (“OFC 2”) |
131.0 | — | 151.7 | — | ||||||||||||
Senior Unsecured Bonds |
252.8 | 144.8 | 248.3 | 142.0 | ||||||||||||
Loan from institutional investors |
34.2 | 37.1 | 34.2 | 37.2 |
|
Property, plant and equipment, net, consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Land owned by the Company where the geothermal resource is located |
$ | 32,411 | $ | 25,812 | ||||
Leasehold improvements |
1,325 | 1,190 | ||||||
Machinery and equipment |
92,227 | 73,745 | ||||||
Office equipment |
16,444 | 14,979 | ||||||
Automobiles |
5,581 | 5,283 | ||||||
Geothermal and recovered energy generation power plants, including geothermal wells and exploration and resource development costs: |
||||||||
United States of America |
1,534,001 | 1,379,565 | ||||||
Foreign countries |
281,896 | 280,525 | ||||||
Asset retirement cost |
9,441 | 9,562 | ||||||
|
|
|
|
|||||
1,973,326 | 1,790,661 | |||||||
Less accumulated depreciation |
(454,794 | ) | (365,194 | ) | ||||
|
|
|
|
|||||
Property, plant and equipment, net |
$ | 1,518,532 | $ | 1,425,467 | ||||
|
|
|
|
Construction-in-process consists of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Projects under exploration and development: |
||||||||
Up-front bonus lease costs |
$ | 36,832 | $ | 33,600 | ||||
Exploration and development costs |
40,223 | 20,997 | ||||||
Interest capitalized |
1,598 | 100 | ||||||
|
|
|
|
|||||
78,653 | 54,697 | |||||||
|
|
|
|
|||||
Projects under construction: |
||||||||
Up-front bonus lease costs |
31,179 | 31,179 | ||||||
Drilling and construction costs |
246,878 | 176,968 | ||||||
Interest capitalized |
13,841 | 7,790 | ||||||
|
|
|
|
|||||
291,898 | 215,937 | |||||||
|
|
|
|
|||||
Total |
$ | 370,551 | $ | 270,634 | ||||
|
|
|
|
Projects under Exploration and Development | ||||||||||||||||
Up-front Bonus Lease Costs |
Drilling and Construction Costs |
Interest Capitalized |
Total | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Balance at December 31, 2008 |
$ | 17,286 | $ | 17,057 | $ | 615 | $ | 34,958 | ||||||||
Cost incurred during the year |
1,760 | 24,961 | 2,003 | 28,724 | ||||||||||||
Write off of unsuccessful exploration costs |
— | (1,505 | ) | (862 | ) | (2,367 | ) | |||||||||
Transfer of projects under exploration and development to projects under construction |
(3,179 | ) | (22,815 | ) | (1,704 | ) | (27,698 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2009 |
15,867 | 17,698 | 52 | 33,617 | ||||||||||||
Cost incurred during the year |
17,733 | 21,483 | 158 | 39,374 | ||||||||||||
Write off of unsuccessful exploration costs |
— | (2,940 | ) | (110 | ) | (3,050 | ) | |||||||||
Transfer of projects under exploration and development to projects under construction |
— | (15,244 | ) | — | (15,244 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2010 |
33,600 | 20,997 | 100 | 54,697 | ||||||||||||
Cost incurred during the year |
3,232 | 19,226 | 1,498 | 23,956 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2011 |
$ | 36,832 | $ | 40,223 | $ | 1,598 | $ | 78,653 | ||||||||
|
|
|
|
|
|
|
|
Projects under Construction | ||||||||||||||||
Up-front Bonus Lease Costs |
Drilling and Construction Costs |
Interest Capitalized |
Total | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Balance at December 31, 2008 |
$ | — | $ | 344,439 | $ | 14,827 | $ | 359,266 | ||||||||
Cost incurred during the year |
— | 191,470 | 25,393 | 216,863 | ||||||||||||
Transfer of completed projects to property, plant and equipment |
— | (116,506 | ) | (2,343 | ) | (118,849 | ) | |||||||||
Transfer from projects under exploration and development |
3,179 | 22,815 | 1,704 | 27,698 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2009 |
3,179 | 442,218 | 39,581 | 484,978 | ||||||||||||
Cost incurred during the year |
28,000 | 249,072 | 9,335 | 286,407 | ||||||||||||
Transfer of completed projects to property, plant and equipment |
— | (529,566 | ) | (41,126 | ) | (570,692 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Transfer from projects under exploration and development |
— | 15,244 | — | 15,244 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2010 |
31,179 | 176,968 | 7,790 | 215,937 | ||||||||||||
Cost incurred during the year |
— | 242,066 | 10,207 | 252,273 | ||||||||||||
Transfer of completed projects to property, plant and equipment |
— | (172,156 | ) | (4,156 | ) | (176,312 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2011 |
$ | 31,179 | $ | 246,878 | $ | 13,841 | $ | 291,898 | ||||||||
|
|
|
|
|
|
|
|
|
Estimated future amortization expense for the intangible assets as of December 31, 2011 is as follows:
(Dollars in thousands) | ||||
Year ending December 31: |
||||
2012 |
$ | 3,319 | ||
2013 |
3,319 | |||
2014 |
3,319 | |||
2015 |
3,319 | |||
2016 |
3,319 | |||
Thereafter |
22,186 | |||
|
|
|||
Total |
$ | 38,781 | ||
|
|
|
Accounts payable and accrued expenses consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Trade payables |
$ | 69,894 | $ | 51,915 | ||||
Salaries and other payroll costs |
10,174 | 10,519 | ||||||
Customer advances |
4,900 | 2,903 | ||||||
Accrued interest |
9,273 | 6,383 | ||||||
Income tax payable |
1,464 | 5,305 | ||||||
Property tax |
3,323 | 2,960 | ||||||
Scheduling and transmission |
1,059 | 1,376 | ||||||
Royalty |
1,065 | 1,058 | ||||||
Other |
3,960 | 3,130 | ||||||
|
|
|
|
|||||
Total |
$ | 105,112 | $ | 85,549 | ||||
|
|
|
|
|
Long-term debt consists of notes payable under the following agreements:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Limited and non-recourse agreements: |
||||||||
Loans (non-recourse): |
||||||||
Senior loans (the Zunil power plant) |
$ | — | $ | 1,713 | ||||
Loan agreement (the Olkaria III power plant) |
77,368 | 88,420 | ||||||
Loan agreement (the Amatitlan power plant) |
36,764 | 39,019 | ||||||
Senior Secured Notes: |
||||||||
Non-recourse: |
||||||||
Ormat Funding Corp. (“OFC”) |
125,022 | 136,312 | ||||||
OrCal Geothermal Inc. (“OrCal”) |
85,860 | 95,560 | ||||||
Limited recourse: |
||||||||
OFC 2 LLC (“OFC 2”) |
151,739 | — | ||||||
|
|
|
|
|||||
476,753 | 361,024 | |||||||
Less current portion |
(35,011 | ) | (36,010 | ) | ||||
|
|
|
|
|||||
Non current portion |
$ | 441,742 | $ | 325,014 | ||||
|
|
|
|
|||||
Full recourse agreements: |
||||||||
Senior unsecured bonds |
$ | 250,042 | $ | 142,003 | ||||
Loans from institutional investors: |
54,166 | 57,176 | ||||||
Loan from a commercial bank |
30,000 | 40,000 | ||||||
Revolving credit lines with banks |
214,049 | 189,466 | ||||||
|
|
|
|
|||||
548,257 | 428,645 | |||||||
Less current portion |
(20,543 | ) | (13,010 | ) | ||||
|
|
|
|
|||||
Non current portion |
$ | 527,714 | $ | 415,635 | ||||
|
|
|
|
Future minimum payments under long-term obligations, excluding revolving credit lines with commercial banks, as of December 31, 2011 are as follows:
(Dollars in thousands) | ||||
Year ending December 31: |
||||
2012 |
$ | 55,554 | ||
2013 |
62,799 | |||
2014 |
67,761 | |||
2015 |
61,345 | |||
2016 |
76,683 | |||
Thereafter |
486,819 | |||
|
|
|||
Total |
$ | 810,961 | ||
|
|
|
Future minimum lease payments under the Project Lease, as of December 31, 2011, are as follows:
(Dollars in thousands) | ||||
Year ending December 31: |
||||
2012 |
$ | 8,199 | ||
2013 |
8,062 | |||
2014 |
8,647 | |||
2015 |
8,222 | |||
2016 |
8,374 | |||
Thereafter |
30,623 | |||
|
|
|||
Total |
$ | 72,127 | ||
|
|
|
The following table presents a reconciliation of the beginning and ending aggregate carrying amount of asset retirement obligation for the years presented below:
Year Ended December 31, |
||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Balance at beginning of year |
$ | 19,903 | $ | 14,238 | ||||
Liability associated with acquisition of controlling interest in a subsidiary |
— | 3,342 | ||||||
Changes in estimates |
(1,071 | ) | 527 | |||||
Liabilities incurred |
859 | 547 | ||||||
Accretion expense |
1,593 | 1,249 | ||||||
|
|
|
|
|||||
Balance at end of year |
$ | 21,284 | $ | 19,903 | ||||
|
|
|
|
|
During the years ended December 31, 2011, 2010 and 2009, the Company recorded compensation related to stock-based awards as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(in thousands,
except per share data) |
||||||||||||
Cost of revenues |
$ | 4,325 | $ | 4,403 | $ | 3,296 | ||||||
Selling and marketing expenses |
600 | 780 | 708 | |||||||||
General and administrative expenses |
1,747 | 2,195 | 1,751 | |||||||||
|
|
|
|
|
|
|||||||
Total stock-based compensation expense |
6,672 | 7,378 | 5,755 | |||||||||
Tax effect on stock-based compensation expense |
834 | 924 | 701 | |||||||||
|
|
|
|
|
|
|||||||
Net effect of stock-based compensation expense |
$ | 5,838 | $ | 6,454 | $ | 5,054 | ||||||
|
|
|
|
|
|
|||||||
Effect of stock-based compensation expense on earnings (loss) per share |
$ | 0.13 | $ | 0.14 | $ | 0.11 | ||||||
|
|
|
|
|
|
The Company calculated the fair value of each stock-based award on the date of grant based on the following assumptions:
Year Ended December 31, |
||||||||||||
2011 | 2010 | 2008 | ||||||||||
For stock options issued by the Company: |
||||||||||||
Risk-free interest rates |
2.2 | % | 2.5 | % | 1.6 | % | ||||||
Expected lives (in years) |
5.1 | 5.1 | 5.1 | |||||||||
Dividend yield |
0.80 | % | 0.72 | % | 0.38 | % | ||||||
Expected volatility |
46.4 | % | 47.6 | % | 48.6 | % | ||||||
Forfeiture rate |
7.5 | % | 13.0 | % | 13.0 | % |
The shares of common stock will be issued upon exercise of options or SARs from the Company’s authorized share capital.
Year Ended December 31, | ||||||||||||||||||||||||
2011 | 2010 | 2009 | ||||||||||||||||||||||
Shares | Weighted Average Exercise Price |
Shares | Weighted Average Exercise Price |
Shares | Weighted Average Exercise Price |
|||||||||||||||||||
Outstanding at beginning of year |
2,335 | $ | 34.35 | 1,745 | $ | 36.08 | 1,233 | $ | 39.14 | |||||||||||||||
Granted, at fair value: |
||||||||||||||||||||||||
Stock Options |
30 | 19.10 | 37 | 28.39 | 30 | 38.50 | ||||||||||||||||||
SARs* |
622 | 25.65 | 592 | 29.95 | 573 | 26.84 | ||||||||||||||||||
Exercised |
— | — | — | — | (79 | ) | 15.96 | |||||||||||||||||
Forfeited |
(53 | ) | 31.69 | (39 | ) | 38.96 | (12 | ) | 44.20 | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Outstanding at end of year |
2,934 | 32.40 | 2,335 | 34.35 | 1,745 | 36.08 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Options exercisable at end of year |
1,086 | 37.46 | 621 | 37.65 | 331 | 35.23 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Weighted-average fair value of options granted during the year |
$ | 9.69 | $ | 12.51 | $ | 11.63 | ||||||||||||||||||
|
|
|
|
|
|
* | Upon exercise, SARs entitle the recipient to receive shares of common stock equal to the increase in value of the award between the grant date and the exercise date. |
The following table summarizes information about stock-based awards outstanding at December 31, 2011 (shares in thousands):
Options Outstanding | Options Exercisable | |||||||||||||||||||||||
Exercise |
Number of Shares Outstanding |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
Number of Shares Exercisable |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
||||||||||||||||||
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||
$15.00 |
33 | 2.8 | $ | 100 | 33 | 2.8 | $ | 100 | ||||||||||||||||
19.10 |
30 | 6.8 | — | — | — | — | ||||||||||||||||||
20.10 |
8 | 2.8 | — | 8 | 2.8 | — | ||||||||||||||||||
25.65 |
612 | 6.3 | — | — | — | — | ||||||||||||||||||
25.74 |
22 | 3.8 | — | 22 | 3.8 | — | ||||||||||||||||||
26.84 |
559 | 4.2 | — | 140 | 4.2 | — | ||||||||||||||||||
28.19 |
30 | 5.8 | — | 30 | 5.8 | — | ||||||||||||||||||
29.21 |
8 | 5.3 | — | 8 | 5.3 | — | ||||||||||||||||||
29.95 |
578 | 5.3 | — | — | — | — | ||||||||||||||||||
34.13 |
227 | 4.3 | — | 227 | 4.3 | — | ||||||||||||||||||
37.90 |
15 | 1.8 | — | 15 | 1.8 | — | ||||||||||||||||||
38.50 |
22 | 4.8 | — | 22 | 4.8 | — | ||||||||||||||||||
38.85 |
8 | 2.2 | — | 8 | 2.2 | — | ||||||||||||||||||
42.08 |
343 | 2.3 | — | 343 | 2.3 | — | ||||||||||||||||||
45.78 |
417 | 3.3 | — | 208 | 3.3 | — | ||||||||||||||||||
52.98 |
22 | 2.8 | — | 22 | 2.8 | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2,934 | 4.5 | $ | 100 | 1,086 | 3.3 | $ | 100 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes information about stock-based awards outstanding at December 31, 2010 (shares in thousands):
Options Outstanding | Options Exercisable | |||||||||||||||||||||||
Exercise Price |
Number of Shares Outstanding |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
Number of Shares Exercisable |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
||||||||||||||||||
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||
15.00 |
34 | 3.8 | $ | 500 | 34 | 3.8 | $ | 500 | ||||||||||||||||
20.10 |
8 | 3.8 | 71 | 8 | 3.8 | 71 | ||||||||||||||||||
25.74 |
22 | 4.8 | 84 | 22 | 4.8 | 84 | ||||||||||||||||||
26.84 |
570 | 5.2 | 1,562 | — | — | — | ||||||||||||||||||
28.19 |
30 | 6.8 | 42 | — | — | — | ||||||||||||||||||
29.21 |
7 | 6.7 | 3 | — | — | — | ||||||||||||||||||
29.95 |
592 | 6.7 | — | — | — | — | ||||||||||||||||||
34.13 |
232 | 5.3 | — | 232 | 5.3 | — | ||||||||||||||||||
37.90 |
15 | 2.8 | — | 15 | 2.8 | — | ||||||||||||||||||
38.50 |
22 | 5.8 | — | — | — | — | ||||||||||||||||||
38.85 |
8 | 3.2 | — | 8 | 3.2 | — | ||||||||||||||||||
42.08 |
350 | 3.3 | — | 173 | 3.3 | — | ||||||||||||||||||
45.78 |
423 | 4.3 | — | 106 | 4.3 | — | ||||||||||||||||||
52.98 |
22 | 3.8 | — | 22 | 3.8 | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2,335 | 5.1 | $ | 2,262 | 620 | 4.3 | $ | 655 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Future minimum lease revenues under PPAs which contain a lease element as of December 31, 2011 were as follows:
(Dollars in thousands) | ||||
Year ending December 31: |
||||
2012 |
$ | 54,677 | ||
2013 |
54,354 | |||
2014 |
54,301 | |||
2015 |
49,683 | |||
2016 |
47,177 | |||
Thereafter |
467,928 | |||
|
|
|||
Total |
$ | 728,120 | ||
|
|
|
The net assets of GDL on January 1, 2010 were as follows:
(Dollars in thousands) | ||||
Cash and cash equivalents |
$ | 871 | ||
Accounts receivables |
434 | |||
Prepaid expenses and other |
184 | |||
Property, plant and equipment |
16,293 | |||
Accounts payables and accrued liabilities |
(164 | ) | ||
Other comprehensive income — translation adjustments |
(156 | ) | ||
|
|
|||
Net assets |
$ | 17,462 | ||
|
|
|
The components of interest expense are as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Parent |
$ | — | $ | 310 | $ | 1,121 | ||||||
Interest related to sale of tax benefits |
7,837 | 5,429 | 7,568 | |||||||||
Loss on interest rate lock transactions* |
16,380 | — | — | |||||||||
Other |
56,951 | 44,227 | 34,947 | |||||||||
Less — amount capitalized |
(11,709 | ) | (9,493 | ) | (27,395 | ) | ||||||
|
|
|
|
|
|
|||||||
$ | 69,459 | $ | 40,473 | $ | 16,241 | |||||||
|
|
|
|
|
|
* | The interest rate lock transactions are related to the OFC 2 Secured Notes and were not accounted for as hedge (see Note 11). |
|
Income from continuing operations, before income taxes and equity in income (losses) of investees consisted of:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
U.S. |
$ | (32,797 | ) | $ | (3,715 | ) | $ | 38,371 | ||||
Non-U.S. (foreign) |
39,567 | $ | 34,497 | $ | 39,989 | |||||||
|
|
|
|
|
|
|||||||
$ | 6,770 | $ | 30,782 | $ | 78,360 | |||||||
|
|
|
|
|
|
The components of income tax provision (benefit) are as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Current: |
||||||||||||
State |
$ | 135 | $ | 115 | $ | 885 | ||||||
Foreign |
10,339 | 10,926 | 12,082 | |||||||||
|
|
|
|
|
|
|||||||
$ | 10,474 | $ | 11,041 | $ | 12,967 | |||||||
|
|
|
|
|
|
|||||||
Deferred: |
||||||||||||
Federal |
38,566 | (15,863 | ) | 2,114 | ||||||||
State |
(2,099 | ) | 1,062 | 1,359 | ||||||||
Foreign |
1,594 | 2,662 | (1,010 | ) | ||||||||
|
|
|
|
|
|
|||||||
38,061 | (12,139 | ) | 2,463 | |||||||||
|
|
|
|
|
|
|||||||
$ | 48,535 | $ | (1,098 | ) | $ | 15,430 | ||||||
|
|
|
|
|
|
The significant components of the deferred income tax expense (benefit) are as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Deferred tax expense (exclusive of the effect of other components listed below) |
$ | 4,045 | $ | 16,047 | $ | (6,082 | ) | |||||
Benefit of operating loss carryforwards — US |
(35,575 | ) | (45,540 | ) | (23,036 | ) | ||||||
Change in valuation allowance |
61,500 | 433 | — | |||||||||
Change in foreign income tax |
5,041 | 9,008 | 9,134 | |||||||||
Change in lease transaction |
1,027 | 769 | 3,919 | |||||||||
Change in tax monetization transaction |
(4,975 | ) | 8,690 | 7,858 | ||||||||
Change in intangible drilling costs |
18,592 | 12,497 | 21,659 | |||||||||
Benefit of production tax credits |
(11,594 | ) | (14,043 | ) | (10,989 | ) | ||||||
|
|
|
|
|
|
|||||||
Total |
$ | 38,061 | $ | (12,139 | ) | $ | 2,463 | |||||
|
|
|
|
|
|
The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate are as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
U.S. federal statutory tax rate |
35.0 | % | 35.0 | % | 35.0 | % | ||||||
Valuation allowance |
908.5 | — | — | |||||||||
State income tax, net of federal benefit |
(22.9 | ) | 3.2 | 2.6 | ||||||||
Effect of foreign income tax, net |
(28.3 | ) | 4.5 | (3.8 | ) | |||||||
Production tax credits |
(171.3 | ) | (45.7 | ) | (13.2 | ) | ||||||
Depletion |
(12.0 | ) | — | — | ||||||||
Other, net |
7.9 | (0.7 | ) | (0.3 | ) | |||||||
|
|
|
|
|
|
|||||||
Effective tax rate |
716.9 | % | (3.7 | )% | 20.3 | % | ||||||
|
|
|
|
|
|
The net deferred tax assets and liabilities consist of the following:
December 31, | ||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Deferred tax assets (liabilities): |
||||||||
Net foreign deferred taxes, primarily depreciation |
$ | (35,274 | ) | $ | (30,233 | ) | ||
Depreciation |
(82,847 | ) | (80,318 | ) | ||||
Intangible drilling costs |
(52,748 | ) | (34,156 | ) | ||||
Net operating loss carryforward — U.S. |
131,111 | 95,536 | ||||||
Tax monetization transaction |
(21,117 | ) | (26,092 | ) | ||||
Lease transaction |
4,582 | 5,609 | ||||||
Investment tax credits |
1,971 | 1,971 | ||||||
Production tax credits |
59,849 | 48,255 | ||||||
Stock options amortization |
2,934 | 2,276 | ||||||
Accrued liabilities and other |
649 | 5,468 | ||||||
|
|
|
|
|||||
9,110 | (11,684 | ) | ||||||
Less — valuation allowance |
(61,933 | ) | (433 | ) | ||||
|
|
|
|
|||||
Total |
$ | (52,823 | ) | $ | (12,117 | ) | ||
|
|
|
|
The following table presents a reconciliation of the beginning and ending valuation allowance:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Balance at the beginning of the year |
$ | 433 | $ | — | $ | — | ||||||
Additions to deferred income tax expense |
61,500 | 433 | — | |||||||||
|
|
|
|
|
|
|||||||
Balance at the end of the year |
$ | 61,933 | $ | 433 | $ | — | ||||||
|
|
|
|
|
|
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Balance at beginning of year |
$ | 5,431 | $ | 4,931 | $ | 3,425 | ||||||
Additions based on tax positions taken in prior years |
1,207 | 823 | 964 | |||||||||
Additions based on tax positions taken in the current year |
612 | 260 | 1,282 | |||||||||
Reduction based on tax positions taken in prior years |
(1,375 | ) | (583 | ) | — | |||||||
Decrease for settlements with taxing authorities |
— | — | (740 | ) | ||||||||
|
|
|
|
|
|
|||||||
Balance at end of year |
$ | 5,875 | $ | 5,431 | $ | 4,931 | ||||||
|
|
|
|
|
|
The Company’s foreign subsidiaries remain open to examination by the local income tax authorities in the following countries for the years indicated:
Israel |
2009 — 2011 | |||
Nicaragua |
2008 — 2011 | |||
Kenya |
2000 — 2011 | |||
Guatemala |
2007 — 2011 | |||
Philippines |
2008 — 2011 | |||
New Zealand |
2007 — 2011 |
|
Summarized financial information concerning the Company’s reportable segments is shown in the following tables:
Electricity | Product | Consolidated | ||||||||||
(Dollars in thousands) | ||||||||||||
Year Ended December 31, 2011: |
||||||||||||
Net revenues from external customers |
$ | 323,849 | $ | 113,160 | $ | 437,009 | ||||||
Intersegment revenues |
— | 80,712 | 80,712 | |||||||||
Depreciation and amortization expense |
93,328 | 3,070 | 96,398 | |||||||||
Operating income (loss) |
45,138 | 18,869 | 64,007 | |||||||||
Segment assets at period end* |
2,222,836 | 91,882 | 2,314,718 | |||||||||
Expenditures for long-lived assets |
266,258 | 3,419 | 269,677 | |||||||||
* Including unconsolidated investments |
2,215 | 1,542 | 3,757 | |||||||||
Year Ended December 31, 2010: |
||||||||||||
Net revenues from external customers |
$ | 291,820 | $ | 81,410 | $ | 373,230 | ||||||
Intersegment revenues |
— | 70,275 | 70,275 | |||||||||
Depreciation and amortization expense |
84,276 | 2,485 | 86,761 | |||||||||
Operating income (loss) |
12,782 | 10,786 | 23,568 | |||||||||
Segment assets at period end* |
1,954,778 | 88,550 | 2,043,328 | |||||||||
Expenditures for long-lived assets |
280,228 | 3,223 | 283,451 | |||||||||
* Including unconsolidated investments |
2,244 | 2,000 | 4,244 | |||||||||
Year Ended December 31, 2009: |
||||||||||||
Net revenues from external customers |
$ | 252,621 | $ | 159,389 | $ | 412,010 | ||||||
Intersegment revenues |
— | 33,751 | 33,751 | |||||||||
Depreciation and amortization expense |
62,283 | 2,093 | 64,376 | |||||||||
Operating income (loss) |
45,335 | 21,259 | 66,594 | |||||||||
Segment assets at period end* |
1,766,519 | 97,674 | 1,864,193 | |||||||||
Expenditures for long-lived assets |
265,252 | 5,371 | 270,623 | |||||||||
* Including unconsolidated investments |
35,188 | — | 35,188 |
Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Revenues: |
||||||||||||
Total segment revenues |
$ | 437,009 | $ | 373,230 | $ | 412,010 | ||||||
Intersegment revenues |
80,712 | 70,275 | 33,751 | |||||||||
Elimination of intersegment revenues |
(80,712 | ) | (70,275 | ) | (33,751 | ) | ||||||
|
|
|
|
|
|
|||||||
Total consolidated revenues |
$ | 437,009 | $ | 373,230 | $ | 412,010 | ||||||
|
|
|
|
|
|
|||||||
Operating income: |
||||||||||||
Operating income |
$ | 64,007 | $ | 23,568 | $ | 66,594 | ||||||
Interest income |
1,427 | 343 | 639 | |||||||||
Interest expense, net |
(69,459 | ) | (40,473 | ) | (16,241 | ) | ||||||
Foreign currency translation and transaction gains (losses) |
(1,350 | ) | 1,557 | (1,695 | ) | |||||||
Income attributable to sale of equity interest |
11,474 | 8,729 | 15,515 | |||||||||
Gain from extinguishment of liability |
— | — | 13,348 | |||||||||
Gain on acquisition of controlling interest |
— | 36,928 | — | |||||||||
Other non-operating income (expense), net |
671 | 130 | 200 | |||||||||
|
|
|
|
|
|
|||||||
Total consolidated income before income taxes and equity in income of investees |
$ | 6,770 | $ | 30,782 | $ | 78,360 | ||||||
|
|
|
|
|
|
The following tables present certain data by geographic area:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Revenues from external customers attributable to:(1) |
||||||||||||
North America |
$ | 254,265 | $ | 241,732 | $ | 248,357 | ||||||
Pacific Rim |
32,174 | 6,878 | 28,924 | |||||||||
Latin America |
38,930 | 57,853 | 79,683 | |||||||||
Africa |
36,307 | 35,225 | 34,857 | |||||||||
Far East |
13,363 | 1,964 | 3,850 | |||||||||
Europe |
61,970 | 29,578 | 16,339 | |||||||||
|
|
|
|
|
|
|||||||
Consolidated total |
$ | 437,009 | $ | 373,230 | $ | 412,010 | ||||||
|
|
|
|
|
|
(1) |
Revenues as reported in the geographic area in which they originate. |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Long-lived assets (primarily power plants and related assets) located in: |
||||||||||||
North America |
$ | 1,686,088 | $ | 1,536,583 | $ | 1,341,863 | ||||||
Latin America |
81,472 | 89,980 | 80,687 | |||||||||
Africa |
174,854 | 115,245 | 131,997 | |||||||||
Europe |
13,932 | 13,584 | 12,846 | |||||||||
Pacific Rim and Far East |
— | — | 12,816 | |||||||||
|
|
|
|
|
|
|||||||
Consolidated total |
$ | 1,956,346 | $ | 1,755,392 | $ | 1,580,209 | ||||||
|
|
|
|
|
|
The following table presents revenues from major customers:
Year Ended December 31, | ||||||||||||||||||||||||
2011 | 2010 | 2009 | ||||||||||||||||||||||
Revenues | % | Revenues | % | Revenues | % | |||||||||||||||||||
(Dollars in thousands) |
(Dollars in thousands) |
(Dollars in thousands) |
||||||||||||||||||||||
SCE:(1) |
$ | 121,049 | 27.7 | $ | 108,481 | 29.1 | $ | 87,017 | 21.1 | |||||||||||||||
Hawaii Electric Light Company(1) |
46,432 | 10.6 | 32,194 | 8.6 | 25,979 | 6.3 | ||||||||||||||||||
Sierra Pacific Power Company and Nevada Power Company(1)(2) |
56,778 | 13.0 | 55,877 | 15.0 | 53,658 | 13.0 | ||||||||||||||||||
NGP Blue Mountain I LLC(3) |
— | — | — | — | 46,893 | 11.4 | ||||||||||||||||||
Central American Bank for Economic Integration (Las Pailas Project)(3) |
— | — | 21,365 | 5.7 | 44,073 | 10.7 |
(1) |
Revenues reported in Electricity Segment. |
(2) |
Subsidiaries of NV Energy, Inc. |
(3) |
Revenues reported in Products Segment. |
|
Transactions between the Company and related entities, other than those disclosed elsewhere in these financial statements, are summarized below:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(Dollars in thousands) | ||||||||||||
Property rental fee expense paid to the Parent |
$ | 1,718 | $ | 1,680 | $ | 1,380 | ||||||
|
|
|
|
|
|
|||||||
Interest expense on note payable to the Parent |
$ | — | $ | 310 | $ | 1,125 | ||||||
|
|
|
|
|
|
|||||||
Corporate financial, administrative, executive services, and research and development services provided to the Parent |
$ | 143 | $ | 139 | $ | 170 | ||||||
|
|
|
|
|
|
|||||||
Services rendered by an indirect shareholder of the Parent |
$ | 54 | $ | 116 | $ | 91 | ||||||
|
|
|
|
|
|
|
The Company expects to pay the following future benefits to its employees upon their reaching normal retirement age:
(Dollars in thousands) | ||||
Year ending December 31: |
||||
2012 |
$ | 3,992 | ||
2013 |
663 | |||
2014 |
715 | |||
2015 |
689 | |||
2016 |
391 | |||
2017-2021 |
10,147 | |||
|
|
|||
$ | 16,597 | |||
|
|
|
Three Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2010 |
June 30, 2010(1) |
Sept. 30, 2010 |
Dec. 31, 2010(1) |
Mar. 31, 2011 |
June 30, 2011(2) |
Sept. 30, 2011 |
Dec. 31, 2011 |
|||||||||||||||||||||||||
(Dollars in thousands, except per share amounts) | ||||||||||||||||||||||||||||||||
Revenues: |
||||||||||||||||||||||||||||||||
Electricity |
$ | 66,105 | $ | 68,807 | $ | 83,357 | $ | 73,551 | $ | 78,268 | $ | 81,190 | $ | 86,815 | $ | 77,576 | ||||||||||||||||
Product |
16,549 | 27,459 | 18,120 | 19,282 | 19,552 | 23,424 | 24,026 | 46,158 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total revenues |
82,654 | 96,266 | 101,477 | 92,833 | 97,820 | 104,614 | 110,841 | 123,734 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Cost of revenues: |
||||||||||||||||||||||||||||||||
Electricity |
54,523 | 63,498 | 61,530 | 62,775 | 65,937 | 62,212 | 57,941 | 57,947 | ||||||||||||||||||||||||
Product |
12,437 | 14,115 | 14,764 | 11,961 | 16,890 | 9,249 | 17,137 | 32,796 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total cost of revenues |
66,960 | 77,613 | 76,294 | 74,736 | 82,827 | 71,461 | 75,078 | 90,743 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Gross margin |
15,694 | 18,653 | 25,183 | 18,097 | 14,993 | 33,153 | 35,763 | 32,991 | ||||||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||
Research and development expenses |
3,267 | 3,614 | 1,252 | 1,987 | 2,207 | 2,575 | 2,346 | 1,673 | ||||||||||||||||||||||||
Selling and marketing expenses |
3,202 | 2,686 | 3,333 | 4,226 | 2,660 | 3,725 | 2,940 | 6,882 | ||||||||||||||||||||||||
General and administrative expenses |
7,020 | 6,996 | 5,780 | 7,646 | 7,007 | 7,479 | 6,269 | 7,130 | ||||||||||||||||||||||||
Write-off of unsuccessful exploration activities |
— | 3,050 | — | — | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating income |
2,205 | 2,307 | 14,818 | 4,238 | 3,119 | 19,374 | 24,208 | 17,306 | ||||||||||||||||||||||||
Other income (expense): |
||||||||||||||||||||||||||||||||
Interest income |
197 | 95 | 140 | (89 | ) | 135 | 716 | 438 | 138 | |||||||||||||||||||||||
Interest expense, net |
(9,714 | ) | (9,426 | ) | (10,961 | ) | (10,372 | ) | (13,080 | ) | (17,442 | ) | (23,909 | ) | (15,028 | ) | ||||||||||||||||
Foreign currency translation and transaction gains (losses) |
434 | (1,033 | ) | 1,074 | 1,082 | 517 | 596 | (2,659 | ) | 196 | ||||||||||||||||||||||
Impairment of auction rate securities |
— | — | — | (137 | ) | — | — | — | — | |||||||||||||||||||||||
Income attributable to sale of tax benefits |
2,139 | 2,070 | 2,183 | 2,337 | 2,139 | 3,141 | 2,344 | 3,850 | ||||||||||||||||||||||||
Gain on acquisition of controlling interest |
— | — | 36,928 | — | — | — | — | — | ||||||||||||||||||||||||
Gain from extinguishment of liability |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Other non-operating income (expense), net |
(359 | ) | 79 | 233 | 314 | (797 | ) | 915 | 347 | 206 | ||||||||||||||||||||||
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Income (loss) from continuing operations, before income taxes and equity in income (losses) of investees |
(5,098 | ) | (5,908 | ) | 44,415 | (2,627 | ) | (7,967 | ) | 7,300 | 769 | 6,668 | ||||||||||||||||||||
Income tax benefit (provision) |
2,557 | 3,365 | (11,931 | ) | 7,107 | (586 | ) | 1,007 | 305 | (49,261 | ) | |||||||||||||||||||||
Equity in income (losses) of investees |
546 | 479 | (83 | ) | 56 | (412 | ) | (69 | ) | (71 | ) | (407 | ) | |||||||||||||||||||
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Income (loss) from continuing operations |
(1,995 | ) | (2,064 | ) | 32,401 | 4,536 | (8,965 | ) | 8,238 | 1,003 | (43,000 | ) | ||||||||||||||||||||
Discontinued operations: |
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Income from discontinued operations, net of related tax |
14 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Gain on sale of a subsidiary in New Zealand, net of tax |
3,766 | 570 | — | — | — | — | — | — | ||||||||||||||||||||||||
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Net Income (loss) |
1,785 | (1,494 | ) | 32,401 | 4,536 | (8,965 | ) | 8,238 | 1,003 | (43,000 | ) | |||||||||||||||||||||
Net loss (income) attributable to noncontrolling interest |
53 | 57 | 58 | (78 | ) | (10 | ) | (105 | ) | (137 | ) | (80 | ) | |||||||||||||||||||
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Net income (loss) attributable to the Company’s stockholders |
$ | 1,838 | $ | (1,437 | ) | $ | 32,459 | $ | 4,458 | $ | (8,975 | ) | $ | 8,133 | $ | 866 | $ | (43,080 | ) | |||||||||||||
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Earnings (loss) per share attributable to the Company’s stockholdrs: |
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Basic: |
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Income (loss) from continuing operations |
$ | (0.04 | ) | $ | (0.05 | ) | $ | 0.71 | $ | 0.10 | $ | (0.20 | ) | $ | 0.18 | $ | 0.02 | $ | (0.95 | ) | ||||||||||||
Discontinued operations |
0.08 | 0.02 | — | — | — | — | — | — | ||||||||||||||||||||||||
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Net income (loss) |
$ | 0.04 | $ | (0.03 | ) | $ | 0.71 | $ | 0.10 | $ | (0.20 | ) | $ | 0.18 | $ | 0.02 | $ | (0.95 | ) | |||||||||||||
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Diluted: |
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Income (loss) from continuing operations |
$ | (0.04 | ) | $ | (0.05 | ) | $ | 0.71 | $ | 0.10 | $ | (0.20 | ) | $ | 0.18 | $ | 0.02 | $ | (0.95 | ) | ||||||||||||
Discontinued operations |
0.08 | 0.02 | — | — | — | — | — | — | ||||||||||||||||||||||||
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Net income (loss) |
$ | 0.04 | $ | (0.03 | ) | $ | 0.71 | $ | 0.10 | $ | (0.20 | ) | $ | 0.18 | $ | 0.02 | $ | (0.95 | ) | |||||||||||||
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Weighted average number of shares used in computation of earnings (loss) per share attributable to the Company’s stockholders: |
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Basic |
45,431 | 45,431 | 45,431 | 45,431 | 45,431 | 45,431 | 45,431 | 45,431 | ||||||||||||||||||||||||
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Diluted |
45,457 | 45,431 | 45,450 | 45,450 | 45,431 | 45,443 | 45,440 | 45,431 | ||||||||||||||||||||||||
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(1) |
Included in income from discontinued operations for the three months ended December June 30, 2010 is an out-of-period adjustment of $570,000 that increased the after-tax gain on the sale of GDL. Such adjustment relates to an error in income taxes associated with the gain on sale of GDL in the three months ended March 31, 2010 (see Note 6). |
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