Delaware
(State or Other Jurisdiction of Incorporation)
|
001-32347
(Commission File Number)
|
No. 88-0326081
(I.R.S. Employer Identification No.)
|
6225 Neil Road, Reno, Nevada
(Address of Principal Executive Offices)
|
89511-1136
(Zip Code)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Exhibit 99.1
|
OREG 4 Power Plant Asset Impairment Analysis, dated November 2012, prepared by Giza Singer Even.
|
|
Exhibit 99.1
|
OREG 4 Power Plant Asset Impairment Analysis, dated November 2012, prepared by Giza Singer Even.
|
ORMAT TECHNOLOGIES, INC.
|
||||
By:
|
/
s/ Yehudit Bronicki
|
|||
Name:
|
Yehudit Bronicki
|
|||
Title:
|
Chief Executive Officer
|
Exhibit
Number
|
Description of Exhibit
|
|
99.1
|
OREG 4 Power Plant Asset Impairment Analysis, dated November 2012, prepared by Giza Singer Even.
|
3
|
||
10
|
||
14
|
||
18
|
||
21
|
||
24
|
||
32
|
||
33
|
||
34
|
1.
|
At the request of ORMAT Industries Ltd. (hereinafter:
"Ormat"
and / or
"the Company"),
we have been commissioned perform an asset impairment analysis of the OREG 4 power generation station (hereinafter: "
the Station
") to be used in the financial statements of the Company and the Company's subsidiaries: Ormat Technologies Inc. (hereinafter
"OTI"),
Ormat Nevada Inc. (hereinafter
"ONI")
and OREG 4 inc. (hereinafter
"OR4I")
as of September 30, 2012. Ormat, OTI, ONI and OR4I hereinafter jointly referred to as
"the
Companies".
|
2
|
This document is intended only for internal use by the Companies and may not be used without our prior written consent, except for its inclusion with Ormat Industries' financial statements as of September 30, 2012.
|
3
|
For preparation of this analysis, we relied on information and/or explanations and/or projections and/or representations obtained from the Companies and/or from others on their behalf. Giza-Singer-Even assumes that this information is reliable and does not perform an independent review of this information; moreover, we have not become aware of anything which may indicate that such data may be unreasonable. This data has not been independently reviewed, and therefore this document does not constitute verification of the correctness, completeness and accuracy thereof. An economic analysis should reflect in a reasonable and fair manner the given situation at a given time, based on available information and with reference to underlying assumptions and estimated projections.
|
4
|
This document does not constitute nor replace a due diligence process. This document is not intended to determine a valuation for a specific investor and does not constitute advice nor legal opinion.
|
5
|
This document does not include an accounting audit with regard to conformity with accounting principles. Giza-Singer-Even is not responsible for the accounting presentation of the Companies' financial statements with regard to data accuracy and integrity and to implications of said accounting presentation, if any.
|
6
|
This document includes a description of key methodology highlights and an analysis summary. The description refers to the major substantive procedures we have applied and does not constitute a complete and detailed description of the Companies and their environments.
|
7
|
If the information and underlying data on which Giza-Singer-Even relied be incomplete, inaccurate or unreliable - the outcome of this document may be different. We reserve the right to update this document in light of any new data not provided to us. For the avoidance of doubt, this document is only valid as of its signing date.
|
8
|
This document includes forward-looking information, as defined in the Securities Act, 1968, which was obtained, inter alia, from the Company. In this opinion we referred, inter alia, to estimates, forecasts and assessments provided to us by management of the Companies. Materialization of this information is uncertain. This information is based in part on information available to the Company as of the document date, as well as on various assumptions and expectations concerning both the Companies and multiple external factors, including market conditions in which the Companies operate, potential competitors and general economic conditions. We emphasize that it is uncertain that these conjectures and expectations would materialize, in whole or in part.
|
9
|
We hereby confirm that we have no dependence on this work or on the Companies, other than the fact that we received a fee for this document. We also hereby confirm that our fees are not contingent upon the outcome of our work.
|
10
|
We hereby confirm that we have no personal interest in the Companies or in their controlling shareholders.
|
11
|
It should be noted that Giza-Singer-Even has compiled in recent years the following economic studies with regard to the Station:
|
Subject
|
Date
|
Applicable standards
|
Methodology
|
Valuation results (USD in thousands)
|
Key assumptions
|
|
WACC
|
Long-term growth rate
|
|||||
Impairment review
|
December 31, 2011
|
IFRS
|
DCF
|
Fair value: $6,800
Total undiscounted cash flow before tax: $12,240
|
8%
|
N/A
|
12
|
Giza-Singer-Even Ltd. and any company directly and/or indirectly controlled there by, and any controlling shareholder, officer and employee thereof, shall not be held not responsible for any damage, loss or expense of any kind, direct and/or indirect incurred by anyone relying on this document in whole or in part. For the avoidance of doubt it is clarified that this document is not to be construed as an offer or recommendation or opinion with regard to the attractiveness of purchasing securities of the Companies.
|
13
|
The Companies shall not be eligible to receive from us, whether under contract or by law or otherwise, any amount with respect to any loss of profit, data or goodwill, or for any consequential, incidental, indirect, punitive or special damages in connection with claims arising from services rendered as part of this work or otherwise associated with the services provided by us in this work, whether the likelihood of such loss or damage was or was not anticipated, provided we have not acted with gross negligence and/or maliciously.
|
14
|
Furthermore, and without derogating from the foregoing, should we be required to pay any amount to any third party with respect to rendering the services listed in this document, by any legal proceeding or by any other binding proceeding, the Company commits to indemnify us for any such amount payable by us - immediately upon demand, provided we have not acted with gross negligence and/or maliciously.
|
ü
|
2009-2011 un-audited financial statements of OR4I and trial balance sheet as of September 30, 2012.
|
ü
|
Un-audited financial data for the Companies as of September 30, 2012
|
ü
|
The Station's 2012 operating budget and annual operating forecast for the Station (through 2029)
|
ü
|
Background material and market information from publicly-available information on websites, newspaper articles or other public sources.
|
ü
|
Data provided to us by the Company at our request, as noted in this document.
|
ü
|
Meetings and/or phone calls with the following Company officers:
|
|
§
|
Mr. Yossi Tenne, Chief Financial Officer, OTI and ONI
|
|
§
|
Mr. Amit Gorka, CFO and Company Comptroller, OTI and ONI
|
|
§
|
Mr. Eyal Hen, Director of Finance, Ormat Industries
|
a.
|
IAS 36, Asset Impairment with connection to Ormat's financial statements.
|
|
(1)
|
The net sale price is the amount which may be received from sale of the asset in a transaction made in good faith between a willing buyer and a willing seller acting in an informed manner, net of any direct incremental realization cost.
|
|
(2)
|
The asset's value in use is the present value of the estimated future cash flows expected to arise from continued use of the asset and from its realization at the end of its useful life.
|
|
(1)
|
Cash flow forecasts based on reasonable, well founded assumptions which:
|
|
§
|
Reflect the current state of the asset
|
|
§
|
Represent management's best estimate of the economic conditions which would prevail through the remaining useful life of the asset.
|
|
(2)
|
A pre-tax discount rate which reflects current market valuations of the time value of money and the asset-specific risk. The discount rate should not reflect any risk for which the future cash flows have already been adjusted.
|
b.
|
Accounting standard ASC360, US GAAP for evaluation of impairment of tangible assets on financial statements of Ormat subsidiaries - OTI, ONI, OR4I.
|
Sincerely yours,
|
|
|
|
________________________
Giza-Singer-Even Ltd.
Date: November 8, 2012
|
Controlling shareholders
|
Holding stake (%)
|
Bronicki Investments
|
22.5%
|
Norstar
|
11.16%
|
FIMI Foundation
|
22.5%
|
Institutional investors
|
6.11%
|
Public holdings
|
37.73%
|
ü
|
IFRS
|
|
·
|
Fair value -
the net sale price is the amount which may be received from sale of the asset in a transaction made in good faith between a willing buyer and a willing seller acting in an informed manner, net of any direct incremental realization cost.
|
|
·
|
Value in use -
the asset's value in use is the present value of the estimated future cash flows expected to arise from continued use of the asset and from its realization at the end of its useful life.
|
ü
|
US-GAAP
|
|
·
|
Comparison
of non-discounted, pre-tax cash flows to the carrying amount of the asset. If the carrying amount is lower, the second stage is performed.
|
|
·
|
Comparison
of the fair value of the asset to its carrying amount and recognition of impairment as relevant.
|
Parameter
|
Value
|
Risk-free interest rate
|
2.5%
|
Beta
|
1.23
|
Market premium
|
6.04%
|
Specific risk premium
|
1.88%
|
Company’s cost of equity
|
11.8%
|
Cost of debt
|
6.75%
|
Tax rate
|
38%
|
D/V
|
54%
|
WACC (Rounded)
|
8.00%
|
ü
|
Total un-discounted, pre-tax cash flow:
Total un-discounted, pre-tax cash flow of the Station over its expected life amounts to $7,178
2
|
ü
|
Fair value
: The estimated value is the total fair value of the Station, expected to be received in an at-arms-length transaction for sale and purchase of the asset, as follows:
|
Estimated value
|
$ in thousands
|
Total fair value
3
:
|
3,686
|
$ in thousands
|
6%
|
7%
|
8%
|
9%
|
10%
|
Recoverable amount
|
4,179
|
3,925
|
3,686
|
3,451
|
3,220
|
Controlling shareholders
|
Holding stake (%)
|
Bronicki Investments
|
22.5%
|
Norstar
|
11.16%
|
FIMI Foundation
|
22.5%
|
Institutional investors
|
6.11%
|
Public holdings
|
37.73%
|
ü
|
Raw materials -
the raw material used to generate power is the heat generated by a compressor station on a gas transmission pipe located adjacent to the Station. This heat is used by the Station for generating power.
|
ü
|
Suppliers -
suppliers of the Station are gas transmission companies, whose transmission infrastructure (which emits heat) is used by the Station in the power generation process.
|
ü
|
Large number of players -
the renewable energy market is saturated with power generators and suppliers, competing with the Company's power station operation. However, the Company indicates that Siemens AG is its main competitor in the residual heat power generation segment, as well as other smaller generators in steam-based energy generation.
|
ü
|
Competition from legacy technologies -
the Company faces competition at the product level from older, legacy technologies such as coal power generation technologies, petroleum technologies etc.
|
ü
|
Government incentives -
market growth potential depends to a large degree on regulatory processes that encourage the purchase of power from 'green' sources, such as incentives for companies purchasing power produced from residual heat, mandatory quotas for energy purchased from renewable energy sources etc.
|
ü
|
Pricing of power
-
bidding for power supply is in the form of tenders published by local power companies, and the winning bidder is the company offering the lowest prices.
|
Generation capacity -
OREG 4
|
2010
|
2011
|
Q1-Q3 2012 | |||||||||
Generation capacity -
MW (maximum)
|
3.7 | 3.7 | 3.7 | |||||||||
Generation capacity -
MWh
|
32,412 | 32,412 | 24,309 | |||||||||
Utilization
|
69 | % | 41 | % | 37 | % | ||||||
Total actual generation (MWh)
|
22,364 | 15,072 | 8,925 | |||||||||
Annual change (%)
|
n/a | (33 | )% | n/a |
ü
|
The State of Nevada requires that at least 15% of power generated by utilities in the State is to be generated from renewable energy sources, and this rate is expected to increase to 25% by 2025.
|
6
|
Source of market overview: Financial statements of Ormat Industries
|
7
|
This is reflected in the Kyoto Protocol, which encompasses laws designed to reduce greenhouse gas emissions, signed by many
countries around the world.
|
ü
|
In the State of Hawaii, local utilities have been instructed to gradually transition to purchasing power from renewable energy sources: 15% by 2015, 20% by 2020 and 40% by 2030.
|
ü
|
California passed legislation instructing local utilities to purchase 33% of all power sold to end consumers from renewable energy sources, by 2020.
|
ü
|
High level of knowhow and technical skill - since revenues from power plants operating on residual heat directly depend on functioning of mechanical equipment in these stations, factors such as aging equipment and mechanical failures pose a risk to Station operations and routine function.
|
ü
|
Single customer - the Station signed a long term contract with a single client (a local electric company). Any impact to this client's operations would materially impact revenues and operations of the Station.
|
ü
|
Dependence on the amount of gas transmitted - due to the fact that the Station relies on the volume of residual heat generated from nearby gas pipes, there is significant dependence on the compressed gas volume transmitted through the pipes, as condition for maximum utilization of generation capacity. A decrease in the volume of gas transmitted in adjacent pipes results in lower utilization of the valuated Station's power generation capacity.
|
ü
|
Long-term contract - the Company signed a long-term supply contract with a financial robust client, which enhances the certainty of receiving a stable cash flow over the long term.
|
ü
|
Regulatory developments that require the purchase of power generated from renewable sources - as set out above, most US states promote legislation to support purchase of power from renewable sources, so as to increase mandatory demand for the product sold by the valuated Station.
|
USD in thousands
|
30 Sep 2012
|
31 Dec 2011
|
31 Dec 2010
|
|||||||||
Current assets:
|
||||||||||||
Other accounts receivable
|
58 | 54 | 107 | |||||||||
Pre-paid expenses
|
23 | 15 | 13 | |||||||||
Total Current Assets
|
81 | 69 | 120 | |||||||||
Non-current assets:
|
||||||||||||
Fixed assets, net
|
12,264 | 12,692 | 13,265 | |||||||||
Total non-current assets
|
12,264 | 12,692 | 13,265 | |||||||||
Total assets
|
12,345 | 12,761 | 13,385 | |||||||||
Current liabilities:
|
||||||||||||
Accrued expenses
|
226 | 318 | 318 | |||||||||
Trade payables
|
6 | 6 | 12 | |||||||||
Total current liabilities
|
233 | 324 | 330 | |||||||||
Non-current liabilities:
|
||||||||||||
Loans from parent company
|
13,169 | 13,012 | 13,127 | |||||||||
Site disposal liabilities
|
333 | 313 | 288 | |||||||||
Total non-current liabilities
|
13,502 | 13,325 | 13,415 | |||||||||
Total liabilities
|
13,735 | 13,649 | 13,745 | |||||||||
Assets less liabilities
|
(1,390 | ) | (888 | ) | (360 | ) |
ü
|
The item "loans from parent company" refers to the total investment made by the parent company in construction of the Station.
|
ü
|
The item "Site disposal liabilities" reflects the total outstanding expenditure due to the liability to dispose of the site at the end of the Station's operational life (a process known as ARO - Asset Retirement Obligation).
|
$ in thousands
|
1-9/2012 | 2011 | 2010 | |||||||||
Revenues
|
438 | 719 | 1,039 | |||||||||
Cost of sales
|
351 | 645 | 635 | |||||||||
Gross income
|
87 | 74 | 404 | |||||||||
%
|
19.8 | % | 10.3 | % | 38.9 | % | ||||||
SG&A expenses
|
20 | 30 | 30 | |||||||||
%
|
4.6 | % | 4.2 | % | 2.9 | % | ||||||
EBITDA
|
66 | 44 | 374 | |||||||||
Operating margin (%)
|
15.2 | % | 6.1 | % | 36.0 | % |
ü
|
Total
generation capacity
of the Station:
According to the company, the Station's generation capacity is fixed, and stands at 3.7 MW generation capacity.
|
ü
|
Capacity utilization
: Utilization is determined by two factors: the volume of gas passing through the transmission pipes, which affects the amount of residual heat generated from the gas compression process; and operational performance of the generation equipment at the Station, which usually ranges between 97% -99%. The volume of gas in the transmission pipes is determined by demand for gas by end consumers, and by operational performance of the transmission equipment, such that a drop in demand for natural gas, or damage to the pipes, would result in a decrease in power generated by the Station, and thus a decrease in total revenues.
|
ü
|
Price
per
MWh consumed:
The Station has a long-term contract with a local utility. This contract specifies a fixed price for power consumed, which is increased (on nominal basis) annually by 2.7% through 2018, and by 2% from 2019 through the operational life of the Station. Note that consumed power is measured in MWh (Mega-Watt hour).
|
Total revenues for Station
|
2010
|
2011
|
1-9/2012 | |||||||||
Total generation capacity (MW)
|
3.7 | 3.7 | 3.7 | |||||||||
Utilization
|
69 | % | 47 | % | 37 | % | ||||||
Total
MWh actually sold
|
22,364 | 15,072 | 8,925 | |||||||||
Price per
MWh sold ($)
|
0.046 | 0.048 | 0.049 | |||||||||
Total revenues for Station
|
1,039 | 719 | 438 | |||||||||
YoY %
|
n/a | (30.8 | )% | n/a |
ü
|
In 2011 and 2012, the gas transmission company suffered technical issues with the gas transmission pipe which provides the Station with residual heat. This resulted in a lower volume of gas actually transmitted through the transmission pipe. Moreover, according to the Company, the gas pipe owner has not recently signed any new gas supply contracts, and therefore capacity utilization is low and expected to remain so. For these reasons, there was a decrease in capacity utilization at the Station.
|
Cost
of sales
|
2010
|
2011
|
1-9/2012 | |||||||||
Plant O&M
|
76 | 140 | 120 | |||||||||
Utilities
|
58 | 44 | 26 | |||||||||
Insurance
|
33 | 34 | 27 | |||||||||
Property tax
|
313 | 318 | 210 | |||||||||
Royalties
|
112 | 84 | 54 | |||||||||
Total expenditure
|
592 | 620 | 351 | |||||||||
Gross margin %
|
43 | % | 14 | % | 20 | % |
ü
|
The decrease in gross margin, after 2010, was due to lower sales by the Company - compared with a fairly constant cost of sales.
|
ü
|
Royalties are paid to the gas company for use of its transmission pipes. The cost agreed with the gas company is a base price per actually consumed MWh ($4.90 per MWh in 2012), which is increased by 2% annually, according to the contract.
|
ü
|
General and administrative expenses of the Company are calculated by attributing HQ costs associated with operations of the various power stations, as follows:
|
Expense
|
2010
|
2011
|
1-9/2012 | |||||||||
G&A
|
30 | 30 | 20 | |||||||||
% of revenues
|
2.8 | % | 4.1 | % | 4.6 | % |
ü
|
The increase in G&A expenses in 2011-2012 was due to the fixed G&A expense component attributed to the Station, compared with lower sales for the year.
|
ü
|
IFRS
|
|
·
|
Fair value -
the net sale price is the amount which may be received from sale of the asset in a transaction made in good faith between a willing buyer and a willing seller acting in an informed manner, net of any direct incremental realization cost.
|
|
·
|
Value in use -
the asset's value in use is the present value of the estimated future cash flows expected to arise from continued use of the asset and from its realization at the end of its useful life.
|
ü
|
US-GAAP
|
|
·
|
Comparison
of non-discounted, pre-tax cash flows to the carrying amount of the asset. If the carrying amount is lower, the second stage is performed.
|
|
·
|
Comparison
of the fair value of the asset to its carrying amount and recognition of impairment as relevant.
|
ü
|
Note regarding ARO cost (Asset Removal Obligation)
|
ü
|
Company management anticipates a 37% utilization in 2012, 39% in 2013 and 48% thereafter, due to further technical issues of the gas pipe company in operating the transmission pipe and also, as we have been informed by the company, the gas pipe company has not recently signed any gas supply contracts, so utilization is low and expected to remain so.
|
ü
|
Projected utilization for the remaining model years, therefore, is based on Company estimates, and reflects the volume of gas transmitted in the transmission pipe in line with anticipated demand for gas. The utilization rate assumed for the remaining model years is 48%.
|
ü
|
The price per MWh charged by the Company is based on a contract signed with the local utility, which is increased, on nominal basis, by 2.7% (through 2018) and by 2% (through the Station’s operational life).
|
ü
|
Note that the projected generation capacity for the remaining operational life of the Station is unchanged, at an annual rate of 3.7 MW, or 32.4 thousand MWh per year.
|
2012 - 2030
|
Cost of sales
|
|
Value
|
Assumption
|
|
Plant O&M
|
2% annual increase, nominal
|
Based on long-term inflation rate
|
MM
|
||
Utilities
|
||
Insurance
|
||
Property tax
|
4% annual decrease, nominal
|
According to reduction in property value amortization for
property tax calculation
|
Royalties
|
2% annual increase, nominal
|
Based on the contract signed with the client
|
ü
|
Payroll expenses, overhead and insurance - assumed long-term increase is linked to inflation, according to data from management and analysis of past results.
|
ü
|
Property tax - assumed annual 4% decrease, according to data from management with regard to property tax calculation in the USA based on the property value.
|
ü
|
Royalties - determined based on contract with the client and based on the projected volume of power generated.
|
2012 - 2030
|
Operating costs
|
|
Value
|
Assumption
|
|
G&A
|
2% annual increase, nominal
|
In line with long-term inflation rate in USA
|
ü
|
G&A expenses: Assumed inflation-linked increase, according to assumptions made by Company management.
|
9
|
Source: Livingston Survey (June 7, 2012), suggesting a long-term rate of U.S. consumer price index inflation of 2.5%, and based on the working assumption that Station operation is consistent with the Wholesale Index, which is lower in value than the consumer price index (about 2%).
http://www.phil.frb.org/research-and-data/real-time-center/livingston-survey
. As a supplementary test, we reviewed the long-term inflation rate in the USA, which is currently at 2%.
h
ttp://www.clevelandfed.org/research/data/inflation_expectations/index.cfm?DCS.nav=Local
|
Working capital
|
30 Sep 2012
|
31 Dec 2011
|
31 Dec 2010
|
|||||||||
Trade receivables
|
58 | 54 | 107 | |||||||||
less
|
||||||||||||
Trade payables
|
6 | 6 | 12 | |||||||||
Working capital
|
52 | 48 | 119 | |||||||||
Working capital as % of turnover
|
8.9 | % | 6.7 | % | 11.5 | % |
ü
|
According to the foregoing, we assumed that working capital would stand at 9% of annual sales, based on the average data in the table above.
|
Total un-discounted, pre-tax cash flow of the Station over its expected life is $7,178
10
|
ü
|
Cost of equity:
The following table lists the major parameters we used in valuation of the appropriate cost of equity (Ke) for the Station being valued:
|
Parameter
|
Value
|
Note
|
|||||
Risk-free nominal interest
|
2.5 | % | 1 | ||||
Market premium
|
6.04 | % | 2 | ||||
Beta
|
1.23 | 3 | |||||
Specific risk premium
|
1.88 | % | 4 | ||||
Company’s cost of equity
|
11.8 | % |
|
1.
|
The nominal yield to maturity on US 20-year bonds, representing the remaining duration of the contract
11
.
|
|
2.
|
Based
on data by Damodaran
12
.
|
|
3.
|
In order to determine the appropriate Beta, we reviewed a group of similar companies. From our review, there no public companies whose operations are identical to those of the Company, hence we have selected companies which are similar in some aspects to the Company, but which differ among themselves – in order to create a mix which would best reflect the Company’s attributes. The following table indicates the major findings of the review process and beta calculation, as highlighted below:
|
Company
13
|
Company description
|
Beta (Un-leveraged)
|
D/V |
Beta (leveraged)
|
|||||||||
Calpine Corp.
|
Generates and sells geothermal energy and energy produced from gas, in the USA & Canada
|
0.72 | 56 | % | 1.3 | ||||||||
Ram Power Corp.
|
Engaged in the acquisition, exploration and development of geothermal power stations in North- and South America
|
0.40 | 76 | % | 1.2 | ||||||||
U.S. Geothermal Power
|
Engaged in the acquisition, exploration and development of geothermal power stations in Western USA
|
0.90 | 52 | % | 1.5 | ||||||||
Nevada Geothermal Power
|
Engaged in generating power from geothermal sources in Western USA
|
0.03 | 99 | % | 1.7 | ||||||||
Alterra power Corp.
|
Engaged in acquisition, development and operation of power stations using geothermal energy sources
|
1.07 | 40 | % | 1.6 | ||||||||
Ormat Technologies
|
The company is a subsidiary of Ormat Industries, which generates and sells equipment for generating energy and power from geothermal sources and residual heat
|
0.71 | 52 | % | 1.2 | ||||||||
Median
|
--
|
0.71 | 54 | % | -- |
|
4.
|
The specific risk premium is determined according to Ibbotson data, based on the relative size of the Company's market share.
|
ü
|
Cost of debt:
The cost of debt is determined based on the financial statements of Ormat Technologies, which consolidate the valued Station, and based on data provided to us by management. The price determined is based on interest paid by Ormat Technologies (which consolidates the Station) for pledged debentures it has issued. Consequently, the Company's cost of debt is
6.75%
14
.
|
ü
|
Leverage:
Based on review of similar companies and on industry attributes, and considering the company's current and anticipated capital structure, we assumed the company's normal leverage rate, over the long term, to be 54%.
|
ü
|
Tax:
According to the Company, the appropriate tax rate is 38%, based on the statutory tax applicable to the Company (this is the weighted statutory tax rate combining the US federal tax and state tax).
|
Parameter
|
Value
|
|||
Company’s cost of equity
|
11.8 | % | ||
Cost of debt
|
6.75 | % | ||
Tax rate
|
38.01 | % | ||
D/V
|
54 | % | ||
WACC (Rounded)
|
8.0 | % |
ü
|
Given the calculations above, and based on the discount rate used in valuation of other assets owned by the Company, we elected to use a representative after-tax, rounded discount rate of 8% for valuation of the power station.
|
14
|
Source: According to interest rate determined upon issuance of corporate debt in February 2011.
|
Year 1
|
Year 2
|
Year 3
|
Year 4
|
Year 5
|
Year 6
|
Year 7
|
Year 8
|
14.3%
|
24.5%
|
17.5%
|
12.5%
|
8.9%
|
8.9%
|
8.9%
|
4.5%
|
According to applicable standards, we estimated the recoverable amount of the Station in accordance with the fair value of the Station (which is the higher of its fair value and value in use)
in the amount of $ 3,686
15
thousand.
|
·
|
Total un-discounted, pre-tax cash flow of the Station over its expected life amounts to $7,178
16
.
|
·
|
The estimated
fair
value of the Station is $ 3,686
17
thousand.
|
Discount Rate
|
6%
|
7%
|
8%
|
9%
|
10%
|
Recoverable amount
($ in thousands)
|
4,179
|
3,925
|
3,686
|
3,451
|
3,220
|
·
|
Total un-discounted, pre-tax cash flow of the Station over its expected life amounted to $12,240 thousand.
|
·
|
The estimated fair value of the Station amounted to $6,800 thousand.
|
Fair Value ($'000)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CF Projection
|
10-12 2012 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capacity (MW)
|
3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Actual Production (MWh)
|
8,103 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Utilization
|
36 | % | 37 | % | 39 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | ||||||||||||||||||||||||||||||||||||||
Price per MWh
|
0.049 | 0.049 | 0.050 | 0.052 | 0.053 | 0.055 | 0.056 | 0.058 | 0.059 | 0.060 | 0.061 | 0.062 | 0.064 | 0.065 | 0.066 | 0.067 | 0.069 | 0.070 | 0.072 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Revenues
|
144 | 582 | 631 | 799 | 821 | 843 | 866 | 889 | 907 | 925 | 944 | 963 | 982 | 1,002 | 1,022 | 1,042 | 1,063 | 1,084 | 1,106 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of Sales
|
117 | 468 | 451 | 514 | 462 | 488 | 458 | 511 | 457 | 486 | 456 | 515 | 458 | 491 | 460 | 525 | 464 | 502 | 469 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross Margin
|
27 | 114 | 180 | 285 | 359 | 356 | 408 | 378 | 451 | 439 | 487 | 447 | 524 | 510 | 561 | 517 | 599 | 582 | 636 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
% of revenues
|
19 | % | 20 | % | 29 | % | 36 | % | 44 | % | 42 | % | 47 | % | 43 | % | 50 | % | 47 | % | 52 | % | 46 | % | 53 | % | 51 | % | 55 | % | 50 | % | 56 | % | 54 | % | 58 | % | ||||||||||||||||||||||||||||||||||||||
G&A
|
10 | 30 | 31 | 31 | 32 | 32 | 33 | 34 | 34 | 35 | 36 | 37 | 37 | 38 | 39 | 40 | 40 | 41 | 42 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EBITDA
|
17 | 84 | 149 | 254 | 328 | 323 | 375 | 344 | 416 | 404 | 452 | 411 | 487 | 472 | 523 | 477 | 558 | 541 | 594 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
% of revenues
|
12 | % | 14 | % | 24 | % | 32 | % | 40 | % | 38 | % | 43 | % | 39 | % | 46 | % | 44 | % | 48 | % | 43 | % | 50 | % | 47 | % | 51 | % | 46 | % | 53 | % | 50 | % | 54 | % | ||||||||||||||||||||||||||||||||||||||
Total Depreciation
|
658 | 1,033 | 775 | 591 | 460 | 460 | 460 | 295 | 124 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pre-Tax income
|
(640 | ) | (884 | ) | (521 | ) | (264 | ) | (137 | ) | (85 | ) | (116 | ) | 121 | 280 | 452 | 411 | 487 | 472 | 523 | 477 | 558 | 541 | 594 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Tax
|
(243 | ) | (336 | ) | (198 | ) | (100 | ) | (52 | ) | (32 | ) | (44 | ) | 46 | 106 | 172 | 156 | 185 | 180 | 199 | 181 | 212 | 206 | 226 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in Working Capital
|
1 | 4 | 15 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | (46 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Post Tax Cash Flow
|
260 | 481 | 437 | 426 | 373 | 405 | 386 | 369 | 296 | 278 | 253 | 300 | 291 | 322 | 294 | 344 | 334 | 414 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discounted Cash Flow
|
257 | 454 | 382 | 345 | 280 | 281 | 248 | 219 | 163 | 142 | 119 | 131 | 118 | 121 | 102 | 111 | 99 | 114 |
Fair Value ($'000)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CF Projection
|
10-12 2012 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capacity (MW)
|
3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Actual Production (MWh)
|
8,103 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | 32,412 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Utilization
|
36 | % | 37 | % | 39 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | 48 | % | ||||||||||||||||||||||||||||||||||||||
Price per MWh
|
0.049 | 0.049 | 0.050 | 0.052 | 0.053 | 0.055 | 0.056 | 0.058 | 0.059 | 0.060 | 0.061 | 0.062 | 0.064 | 0.065 | 0.066 | 0.067 | 0.069 | 0.070 | 0.072 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Revenues
|
144 | 582 | 631 | 799 | 821 | 843 | 866 | 889 | 907 | 925 | 944 | 963 | 982 | 1,002 | 1,022 | 1,042 | 1,063 | 1,084 | 1,106 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of Sales
|
117 | 468 | 451 | 514 | 462 | 488 | 458 | 511 | 457 | 486 | 456 | 515 | 458 | 491 | 460 | 525 | 464 | 502 | 469 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross Margin
|
27 | 114 | 180 | 285 | 359 | 356 | 408 | 378 | 451 | 439 | 487 | 447 | 524 | 510 | 561 | 517 | 599 | 582 | 636 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
% of revenues
|
19 | % | 20 | % | 29 | % | 36 | % | 44 | % | 42 | % | 47 | % | 43 | % | 50 | % | 47 | % | 52 | % | 46 | % | 53 | % | 51 | % | 55 | % | 50 | % | 56 | % | 54 | % | 58 | % | ||||||||||||||||||||||||||||||||||||||
G&A
|
10 | 30 | 31 | 31 | 32 | 32 | 33 | 34 | 34 | 35 | 36 | 37 | 37 | 38 | 39 | 40 | 40 | 41 | 42 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EBITDA
|
17 | 84 | 149 | 254 | 328 | 323 | 375 | 344 | 416 | 404 | 452 | 411 | 487 | 472 | 523 | 477 | 558 | 541 | (789 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
% of revenues
|
12 | % | 14 | % | 24 | % | 32 | % | 40 | % | 38 | % | 43 | % | 39 | % | 46 | % | 44 | % | 48 | % | 43 | % | 50 | % | 47 | % | 51 | % | 46 | % | 53 | % | 50 | % | -71 | % | ||||||||||||||||||||||||||||||||||||||
Total Depreciation
|
607 | 953 | 715 | 545 | 424 | 424 | 424 | 272 | 121 | 121 | 121 | 121 | 8 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pre-Tax income
|
(589 | ) | (804 | ) | (461 | ) | (218 | ) | (101 | ) | (49 | ) | (80 | ) | 144 | 283 | 331 | 290 | 366 | 464 | 523 | 477 | 558 | 541 | (789 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Tax
|
(224 | ) | (306 | ) | (175 | ) | (83 | ) | (38 | ) | (19 | ) | (30 | ) | 55 | 108 | 126 | 110 | 139 | 177 | 199 | 181 | 212 | 206 | (300 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in Working Capital
|
1 | 4 | 15 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | (46 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Post Tax Cash Flow
|
241 | 451 | 414 | 408 | 360 | 391 | 373 | 360 | 295 | 324 | 299 | 346 | 294 | 322 | 294 | 344 | 334 | (443 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discounted Cash Flow
|
238 | 425 | 362 | 331 | 269 | 271 | 239 | 214 | 162 | 165 | 141 | 151 | 119 | 121 | 102 | 111 | 99 | (122 | ) |
Discount Rate
|
6%
|
7%
|
8%
|
9%
|
10%
|
Recoverable amount ($ in thousands)
|
3,826
|
3,612
|
3,400
|
3,188
|
2,977
|