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NOTE 1 — GENERAL AND BASIS OF PRESENTATION
These unaudited condensed consolidated interim financial statements of Ormat Technologies, Inc. and its subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not contain all information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of March 31, 2013, the consolidated results of operations and comprehensive income (loss) for the three-month periods ended March 31, 2013 and 2012 and the consolidated cash flows for the three-month periods ended March 31, 2013 and 2012.
The financial data and other information disclosed in the notes to the condensed consolidated financial statements related to these periods are unaudited. The results for the three-month period ended March 31, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013.
These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012. The condensed consolidated balance sheet data as of December 31, 2012 was derived from the audited consolidated financial statements for the year ended December 31, 2012, but does not include all disclosures required by U.S. GAAP.
Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest $1,000.
Other comprehensive income
As of March 31, 2013, the Company classified $42,000 from other comprehensive income, of which $70,000 was recorded to reduce interest expense and $28,000 was recorded against the income tax provision in the condensed consolidated statements of operations and comprehensive income (loss).
Termination fee
On March 15, 2013, the Company finalized the agreement with Southern California Edison Company (“Southern California Edison”), by which the current G1 and G3 Standard Offer #4 power purchase agreement (“PPAs”) were terminated and a termination fee of $9.0 million was recorded in this quarter in selling and marketing expenses. Under the agreement, the Company will continue to sell power from G2, the third plant of the Mammoth complex, under its existing PPA with Southern California Edison, with the term of the contract extended by an additional six years until early 2027.
Concentration of credit risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable.
The Company places its temporary cash investments with high credit quality financial institutions located in the United States (“U.S.”) and in foreign countries. At March 31, 2013 and December 31, 2012, the Company had deposits totaling $33,435,000 and $41,231,000, respectively, in seven U.S. financial institutions that were federally insured up to $250,000 per account. At March 31, 2013 and December 31, 2012, the Company’s deposits in foreign countries amounted to approximately $32,985,000 and $33,215,000, respectively.
At March 31, 2013 and December 31, 2012, accounts receivable related to operations in foreign countries amounted to approximately $14,692,000 and $17,606,000, respectively. At March 31, 2013 and December 31, 2012, accounts receivable from the Company’s primary customers amounted to approximately 65.9% and 45.0%, respectively, of the Company’s accounts receivable.
Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy, Inc.) accounted for 21.1% and 12.9% of the Company’s total revenues for the three months ended March 31, 2013 and 2012, respectively.
Southern California Edison accounted for 11.4% and 19.7% of the Company’s total revenues for the three months ended March 31, 2013 and 2012, respectively.
Hawaii Electric Light Company accounted for 9.1% and 9.3% of the Company’s total revenues for the three months ended March 31, 2013 and 2012, respectively.
Kenya Power and Lighting Co. Ltd. accounted for 8.2% and 7.3% of the Company’s total revenues for the three months ended March 31, 2013 and 2012, respectively.
The Company performs ongoing credit evaluations of its customers’ financial condition. The Company has historically been able to collect on all of its receivable balances, and accordingly, no provision for doubtful accounts has been made.
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NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS
New accounting pronouncements effective in the three-month period ended March 31, 2013
Disclosures about Offsetting Assets and Liabilities
In December 2011, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to amend the existing disclosure requirements for offsetting financial assets and liabilities to enhance current disclosures, as well as to improve the comparability of balance sheets prepared under GAAP and those prepared under International Financial Reporting Standards. In January 2013, the FASB issued additional guidance on the scope of these disclosures. The revised disclosure guidance applies to derivative instruments and securities borrowing and lending transactions that are subject to an enforceable master netting arrangement or similar agreement. The revised disclosure guidance is effective on a retrospective basis for interim and annual periods beginning January 1, 2013. As this guidance only imposes additional disclosure requirements, its adoption did not have a material impact on the Company’s consolidated financial statements.
Amounts Reclassified Out of Accumulated Other Comprehensive Income
In February 2013, the FASB updated accounting guidance to add new disclosure requirements for items reclassified out of accumulated other comprehensive income. Although the update does not change the current requirements for reporting net income or other comprehensive income in financial statements, it does require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes thereto, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. The amendments included in this guidance are required to be applied on a retrospective basis for interim and annual periods beginning January 1, 2013. As this guidance only imposes additional disclosure requirements, its adoption did not have a material impact on the Company’s consolidated financial statements.
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NOTE 3 — INVENTORIES
Inventories consist of the following:
March 31, 2013 |
December 31, 2012 |
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(Dollars in thousands) | ||||||||
Raw materials and purchased parts for assembly |
$ | 6,128 | $ | 9,775 | ||||
Self-manufactured assembly parts and finished products |
12,130 | 10,894 | ||||||
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Total |
$ | 18,258 | $ | 20,669 | ||||
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NOTE 4 — UNCONSOLIDATED INVESTMENTS
Unconsolidated investments, mainly in power plants, consist of the following:
March 31, 2013 |
December 31, 2012 |
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(Dollars in thousands) | ||||||||
Sarulla |
$ | 2,789 | $ | 2,591 | ||||
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The Sarulla Project
The Company is a 12.75% member of a consortium which is in the process of developing the Sarulla geothermal power project in Indonesia with expected generating capacity of approximately 330 megawatts (“MW”). The Sarulla 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 (“JOC”) and Energy Sales Contract (“ESC”) that were signed on April 4, 2013. Under the JOC, PT Pertamina Geothermal Energy (“PGE”), the concession holder for the project has provided the consortium with the right to use the geothermal field, and under the ESC, PT PLN, the state electric utility will be the off-taker at Sarulla for a period of 30 years. In addition to its equity holdings in the consortium, the Company designed the Sarulla plant and will supply its Ormat Energy Converters (“OECs”) to the power plant.
The consortium has started preliminary testing and development activities at the site and recently signed an engineering procurement and construction agreement (“EPC”) with an unrelated third party. The project will be constructed in three phases of 110 MW each, utilizing both steam and brine extracted from the geothermal field to increase the power plant’s efficiency. Construction is expected to begin after the consortium obtains financing, which is expected to take approximately one year from the signing of the JOC and ESC. The first phase is scheduled to commence in 2016, and the remaining two phases are scheduled to be completed in stages within 18 months thereafter.
The Company’s share in the results of operations of the Sarulla project was not significant for each of the periods presented in these condensed consolidated financial statements.
Watts & More Ltd.
In December 2012, the Company acquired additional shares in Watts & More Ltd. (“W&M”) and as a result holds 60% of W&M’s outstanding ordinary shares and W&M was consolidated as of December 31, 2012.
The Company’s investment in W&M prior to its consolidation was not significant for the related period presented in these consolidated financial statements.
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NOTE 5 — 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 upon selling an asset or paid upon transferring 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. The guidance 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 March 31, 2013 and December 31, 2012 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 March 31, 2013 |
Fair Value at March 31, 2013 | |||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Assets |
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Current assets: |
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Cash equivalents (including restricted cash accounts) |
$ | 91,551 | $ | 91,551 | $ | 91,551 | $ | — | $ | — | ||||||||||
Derivatives: |
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Put options on oil price(1) |
— | 845 | — | 845 | — | |||||||||||||||
Currency forward contracts(2) |
— | 2,712 | — | 2,712 | — | |||||||||||||||
Liabilities |
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Current liabilities: |
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Swap transaction on natural gas price(3) |
— | (1,623 | ) | — | (1,623 | ) | — | |||||||||||||
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$ | 91,551 | $ | 93,485 | $ | 91,551 | $ | 1,934 | $ | — | |||||||||||
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Cost or Amortized Cost at December 31, 2012 |
Fair Value at December 31, 2012 | |||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Assets |
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Current assets: |
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Cash equivalents (including restricted cash accounts) |
$ | 54,298 | $ | 54,298 | $ | 54,298 | $ | — | $ | — | ||||||||||
Derivatives: |
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Put options on oil price(1) |
— | 1,842 | — | 1,842 | — | |||||||||||||||
Currency forward contracts(2) |
— | 1,675 | — | 1,675 | — | |||||||||||||||
Swap transaction on natural gas price(3) |
— | 2,804 | — | 2,804 | — | |||||||||||||||
Swap transaction on oil price(4) |
— | 336 | — | 336 | — | |||||||||||||||
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$ | 54,298 | $ | 60,955 | $ | 54,298 | $ | 6,657 | $ | — | |||||||||||
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(1) |
This amount relates to derivatives which represent European put transactions on oil prices, valued primarily based on observable inputs, including forward and spot prices for related commodity indices, and are included within “prepaid expenses and other” in the condensed consolidated balance sheet with the corresponding gain or loss being recognized within “electricity revenues” in the condensed consolidated statement of operations and comprehensive income (loss). |
(2) |
These amounts relate to derivatives which represent currency forward contracts, valued primarily based on observable inputs, including forward and spot prices for currencies, netted against contracted rates and then multiplied against notational amounts, and are included within “prepaid expenses and other” in the condensed consolidated balance sheet with the corresponding gain or loss being recognized within “foreign currency translation and transaction gains” in the condensed consolidated statement of operations and comprehensive income (loss). |
(3) |
This amount relates to derivatives which represent swap contracts on natural gas prices, valued primarily based on observable inputs, including forward and spot prices for related commodity indices, and are included within “accounts payable and accrued expenses” and “prepaid expenses and other” in March 31, 2013 and December 31, 2012, respectively, in the condensed consolidated balance sheet with the corresponding gain or loss being recognized within “electricity revenues” in the condensed consolidated statement of operations and comprehensive income (loss). |
(4) |
This amount relates to derivatives which represent swap contracts on oil prices, valued primarily based on observable inputs, including forward and spot prices for related commodity indices, and are included within “prepaid expenses and other” in the condensed consolidated balance sheet with the corresponding gain or loss being recognized within “electricity revenues” in the condensed consolidated statement of operations and comprehensive income (loss). |
The following table presents the amounts of gain (loss) recognized in the condensed consolidated statements of operations and comprehensive income (loss) on derivative instruments not designated as hedges:
Derivatives not designated as hedging |
Location of gain (loss) recognized |
Amount of gain (loss) recognized | ||||||||
Three Months Ended March 31, | ||||||||||
2013 | 2012 | |||||||||
(Dollars in thousands) | ||||||||||
Put options on oil price |
Electricity revenues | $ | (927 | ) | $ | — | ||||
Swap transaction on oil price |
Electricity revenues | (295 | ) | — | ||||||
Swap transaction on natural gas price |
Electricity revenues | (3,390 | ) | — | ||||||
Currency forward contracts |
Foreign currency translation and transaction gains | 2,035 | 673 | |||||||
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$ | (2,577 | ) | $ | 673 | ||||||
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The Company’s financial assets measured at fair value (including restricted cash accounts) at March 31, 2013 and December 31, 2012 include short-term bank deposits and money market funds (which are included in cash equivalents). Those assets are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market.
There were no transfers of assets or liabilities between Level 1 and Level 2 during the three months ended March 31, 2013.
The fair value of the Company’s long-term debt approximates its carrying amount, except for the following:
Fair Value | Carrying Amount | |||||||||||||||
March 31, 2013 |
December 31, 2012 |
March 31, 2013 |
December 31, 2012 |
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(Dollars in millions) | (Dollars in millions) | |||||||||||||||
Olkaria III Loan - DEG |
$ | 49.3 | $ | 48.8 | $ | 47.4 | $ | 47.4 | ||||||||
Amatitlan Loan |
37.9 | 38.9 | 33.6 | 34.3 | ||||||||||||
Senior Secured Notes: |
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Ormat Funding LLC (“OFC”) |
93.2 | 105.0 | 101.3 | 114.1 | ||||||||||||
OrCal Geothermal LLC (“OrCal”) |
78.5 | 77.3 | 76.5 | 76.5 | ||||||||||||
OFC 2 LLC (“OFC 2”) |
131.2 | 131.2 | 150.5 | 150.5 | ||||||||||||
Senior unsecured bonds |
271.0 | 273.2 | 250.8 | 250.9 | ||||||||||||
Loans from institutional investors |
26.1 | 27.7 | 25.3 | 27.0 |
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 estimated current borrowing rates. The fair value of revolving lines of credit is determined using comparison of market-based price sources that are reflective of similar credit ratings to those of the Company.
The carrying value of other financial instruments, such as revolving lines of credit, deposits, and other long-term debt approximates fair value.
The following table presents the fair value of financial instruments as of March 31, 2013:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(Dollars in millions) | ||||||||||||||||
Olkaria III Loan - DEG |
$ | — | $ | — | $ | 49.3 | $ | 49.3 | ||||||||
Amatitlan Loan |
— | — | 37.9 | 37.9 | ||||||||||||
Senior Secured Notes: |
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OFC |
— | 93.2 | — | 93.2 | ||||||||||||
OrCal |
— | — | 78.5 | 78.5 | ||||||||||||
OFC 2 |
— | — | 131.2 | 131.2 | ||||||||||||
Senior unsecured bonds |
— | — | 271.0 | 271.0 | ||||||||||||
Loan from institutional investors |
— | — | 26.1 | 26.1 | ||||||||||||
Other long-term debt |
— | 35.0 | — | 35.0 | ||||||||||||
Revolving credit lines with banks |
— | 88.3 | — | 88.3 | ||||||||||||
Deposits |
22.2 | — | — | 22.3 |
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NOTE 6 — INTEREST EXPENSE, NET
The components of interest expense, net, are as follows:
Three Months Ended March 31, |
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2013 | 2012 | |||||||
(Dollars in thousands) | ||||||||
Interest related to sale of tax benefits |
$ | 2,717 | $ | 1,837 | ||||
Other |
15,843 | 16,468 | ||||||
Less — amount capitalized |
(2,697 | ) | (3,427 | ) | ||||
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$ | 15,863 | $ | 14,878 | |||||
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NOTE 7 — 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 employee stock-based awards.
The table below shows the reconciliation of the number of shares used in the computation of basic and diluted earnings (loss) per share:
Three Months
Ended March 31, |
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2013 | 2012 | |||||||
(In thousands) | ||||||||
Weighted average number of shares used in computation of basic earnings (loss) per share |
45,431 | 45,431 | ||||||
Add: |
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Additional shares from the assumed exercise of employee stock-based awards |
— | 6 | ||||||
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Weighted average number of shares used in computation of diluted earnings (loss) per share |
45,431 | 45,437 | ||||||
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In the three months ended March 31, 2013, the employee stock-based awards were 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 that were not included in the computation of diluted earnings (loss) per share because to do so would have been anti-dilutive was 5,161,802 and 5,134,381 for the three months ended March 31, 2013 and 2012, respectively.
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NOTE 8 — BUSINESS SEGMENTS
The
Company has two reporting segments: Electricity and Product Segments. These segments are managed and reported separately as each offers different products and serves different markets. The Electricity Segment is engaged in the sale of electricity from the 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 are determined based 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) | ||||||||||||
Three Months Ended March 31, 2013: |
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Net revenues from external customers |
$ | 71,102 | $ | 50,608 | $ | 121,710 | ||||||
Intersegment revenues |
— | 6,581 | 6,581 | |||||||||
Operating income (loss) |
(487 | ) | 8,998 | 8,511 | ||||||||
Segment assets at period end* |
2,046,817 | 96,751 | 2,143,568 | |||||||||
* Including unconsolidated investments |
2,789 | — | 2,789 | |||||||||
Three Months Ended March 31, 2012: |
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Net revenues from external customers |
$ | 82,247 | $ | 50,105 | $ | 132,352 | ||||||
Intersegment revenues |
— | 12,966 | 12,966 | |||||||||
Operating income |
15,875 | 9,867 | 25,742 | |||||||||
Segment assets at period end* |
2,227,064 | 100,705 | 2,327,769 | |||||||||
* Including unconsolidated investments |
2,330 | 1,402 | 3,732 |
Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table:
Three Months
Ended March 31, |
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2013 | 2012 | |||||||
(Dollars in thousands) | ||||||||
Operating income |
$ | 8,511 | $ | 25,742 | ||||
Interest income |
41 | 388 | ||||||
Interest expense, net |
(15,863 | ) | (14,878 | ) | ||||
Foreign currency translation and transaction gains |
1,682 | 14 | ||||||
Income attributable to sale of equity interest |
3,532 | 2,517 | ||||||
Other non-operating (expense), net |
1,417 | (161 | ) | |||||
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Total income (loss), before income taxes and equity in losses of investees |
$ | (680 | ) | $ | 13,622 | |||
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NOTE 9 — COMMITMENTS AND CONTINGENCIES
On December 24, 2012, Laborers’ International Union of North America Local Union No. 783 (“LiUNA”), an organized labor union, filed a petition in Mono County Superior Court, naming Mono County and the Company as defendant and real party in interest, respectively. The petitioners brought this action to challenge the November 13, 2012 decision of the Mono County Board of Supervisors in adopting Resolutions No. 12-78, denying petitioners’ administrative appeal of the Planning Commission’s approval of Conditional Use Permit (“CUP”), adoption of findings under the California Environmental Quality Act (“CEQA”) and adoption of the final environmental impact report (“EIR”) for the Mammoth Pacific I replacement project. The petition asked the court to set aside the approval of the CUP and adoption of the EIR and cause a new EIR to be prepared and circulated.
The Company believes that the petition is without merit and intends to respond and take necessary legal action to dismiss the proceedings. The Company responded to LiUNA’s petition. Filing of the petition in and of itself does not have any immediate adverse implications for the Mammoth enhancement.
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 asked 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 the CEC licensing authority rather than Imperial County licensing authority. 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 OECs 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 OECs capable of generating more than 50 MW.
The court held two hearings and on November 15, 2012 CURE’s petition was denied. Any appeal of the court’s decision had to be filed by March 4, 2013, and no appeal was filed.
From time to time, the Company is named as a party in various other 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 Company’s consolidated financial statements as a whole.
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NOTE 10 — INCOME TAXES
The Company’s effective tax rate for the three months ended March 31, 2013 and 2012 was 179.0% and 40.1%, respectively. The effective tax rate differs from the federal statutory rate of 35% for the three months ended March 31, 2013 primarily due to the $8.6 million increase in the valuation allowance against the Company’s U.S. deferred tax assets in respect of net operating loss (“NOL”) carryforwards and unutilized tax credits (see below), offset by (i) lower tax rates in Israel; and (ii) a tax credit and tax exemption related to the Company’s subsidiaries in Guatemala. The effect of the tax credit and tax exemption for the three months ended March 31, 2013 and 2012 was $951,000 and $1,277,000, respectively ($0.02 and $0.03 per share of common stock, respectively).
At December 31, 2012, the Company had U.S. federal NOL carryforwards of approximately $267.6 million and state NOL carryforwards of approximately $193.4, net of valuation allowance of $129.7 million, available to reduce future taxable income, which expire between 2021 and 2032 for federal NOLs and between 2013 and 2032 for state NOLs. Investment tax credits in the amount of $2.0 million at December 31, 2012 are available for a 20-year period and expire between 2022 and 2024. Production tax credits (“PTCs”) in the amount of $69.0 million at December 31, 2012 are available for a 20-year period and expire between 2026 and 2032.
Realization of the deferred tax assets 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 $80.9 million was recorded against the U.S. deferred tax assets as of December 31, 2012 as, at this point in time, it is more likely than not that the deferred tax assets will not be realized. Such valuation allowance was increased to $89.5 million as of March 31, 2013. 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 and comprehensive income (loss).
The Company’s subsidiary, Ormat Systems Ltd. (“Ormat Systems”), received “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 beginning 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 beginning in 2007. Thereafter, such income is subject to reduced Israeli income tax rates, which will not exceed 25% for an additional five years until 2013. These benefits are subject to certain conditions, including among other things, that all transactions between Ormat Systems and its affiliates are done on an arm’s length basis, and that the management of Ormat Systems will be located in, and the control will be conducted from, Israel during the entire period of the tax benefits. A change in control of Ormat Systems would need to be reported to the Israel Tax Authority in order for Ormat Systems 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 will apply to all qualified income of certain industrial companies, as opposed to the previous 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.
In November 2012, new legislation amending the Investment Law was enacted. Under the new legislation, companies that have retained earnings as of December 31, 2011 from Benefited Enterprises may elect by November 11, 2013 to pay a reduced corporate tax rate set forth in the new legislation on such undistributed income and distribute a dividend from such income without being required to pay additional corporate tax with respect to such income. A company that makes this election will be required to make certain investments in its Benefited Enterprise by: (i) purchasing productive assets (other than buildings); (ii) investing in research and development in Israel; and/or (iii) paying salaries of new employees (other than directors and officers of the company) of the Benefited Enterprise. The number of new employees for these purposes will be determined in comparison to the number of employees employed by the Benefited Enterprise at the end of 2011. Such investment must be made over a period of five years commencing in the tax year in which the election is made. The amount of the required investment is determined pursuant to a formula set forth in the new legislation. A company that makes the election allowed under the new legislation cannot later undo its election. As of the date of this quarterly report Ormat Systems has not yet decided whether to make such election.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
Three Months Ended March 31, |
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2013 | 2012 | |||||||
(Dollars in thousands) | ||||||||
Balance at beginning of period |
$ | 7,280 | $ | 5,875 | ||||
Additions based on tax positions taken in prior years |
104 | 142 | ||||||
Additions based on tax positions taken in current year |
411 | 392 | ||||||
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Balance at end of period |
$ | 7,795 | $ | 6,409 | ||||
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NOTE 11 — ORTP TAX MONETIZATION TRANSACTION
On January 24, 2013, Ormat Nevada entered into agreements with JP Morgan (“JPM”) under which JPM purchased interests in a newly formed subsidiary of Ormat Nevada, ORTP, LLC (“ORTP”), entitling JPM to certain tax benefits (such as PTCs and accelerated depreciation) associated with certain geothermal power plants in California and Nevada.
Under the terms of the transaction, Ormat Nevada transferred the Heber complex, the Mammoth complex, the Ormesa complex, and the Steamboat 2 and 3, Burdette (Galena 1) and Brady power plants to ORTP, and sold class B membership units in ORTP to JPM. In connection with the closing, JPM paid approximately $35.7 million to Ormat Nevada and will make additional payments to ORTP of 25% of the value of PTCs generated by the portfolio over time. The additional payments are expected to be made until December 31, 2016 and total approximately $8.7 million.
Ormat Nevada will continue to operate and maintain the power plants. Under the agreements, Ormat Nevada will initially receive all of the distributable cash flow generated by the power plants, while JPM will receive substantially all of PTCs and the taxable income or loss (together, the “Economic Benefits”). JPM’s return is limited by the terms of the transaction. Once JPM reaches a target after-tax yield on its investment in ORTP (the “ORTP Flip Date”), Ormat Nevada will receive 97.5% of the distributable cash and 95% of the taxable income, on a going forward basis. At any time during the twelve-month period after the end of the fiscal year in which the ORTP Flip Date occurs (but no earlier than the expiration of five years following the date that the last of the power plants was placed in service for purposes of federal income taxes), Ormat Nevada also has the option to buy out JPM’s remaining interest in ORTP at the then-current fair market value. If Ormat Nevada were to exercise this purchase option, it would become the sole owner of the power plants again.
The Class B membership units entitle the holder to 5% (allocation of income and loss) and 2.5% (allocation of cash) residual economic interest in ORTP. The 5% and 2.5% residual interest commences on achievement by JPM of a contractually stipulated return that triggers the ORTP Flip Date. The actual ORTP Flip Date is not known with certainty. This residual 5% and 2.5% interest represents a noncontrolling interest and is not subject to mandatory redemption or guaranteed payments.
The Company’s voting rights in ORTP are based on a capital structure that is comprised of Class A and Class B membership units. Through Ormat Nevada the Company owns all of the Class A membership units, which represent 75% of the voting rights in ORTP. JPM owns all of the Class B membership units, which represent 25% of the voting rights of ORTP. Other than in respect of customary protective rights, all operational decisions in ORTP are decided by the vote of a majority of the membership units. Ormat Nevada retains the controlling voting interest in ORTP both before and after the ORTP Flip Date and therefore will continue to consolidate ORTP.
For the three months ended March 31, 2013, the impact of the ORTP transaction was a net gain of $1.1 million on the Company’s condensed consolidated statement of operations and comprehensive income (loss). Revenues of $2.2 million were recognized in income attributable to the sale of tax benefits and a $1.1 million finance charge was recognized in interest expense.
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NOTE 12 — SUBSEQUENT EVENTS
On April 3, 2013, the Company granted its Chief Financial Officer stock options to purchase 120,000 shares of common stock under the Company’s 2012 Incentive Compensation Plan. The exercise price of each stock option was $20.54 per share, which represented the fair market value of the Company’s common stock on the date of the grant. Such stock options will expire six years from the date of grant and will vest from the grant date in equal annual installments over four years.
On April 29, 2013, the Company’s wholly owned subsidiary, ORNI 47, entered into a 20-year PPA with Southern California Public Power Authority to deliver electricity from its Wild Rose geothermal power plant in Mineral County, Nevada.
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Inventories consist of the following:
March 31, 2013 |
December 31, 2012 |
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(Dollars in thousands) | ||||||||
Raw materials and purchased parts for assembly |
$ | 6,128 | $ | 9,775 | ||||
Self-manufactured assembly parts and finished products |
12,130 | 10,894 | ||||||
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Total |
$ | 18,258 | $ | 20,669 | ||||
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Unconsolidated investments, mainly in power plants, consist of the following:
March 31, 2013 |
December 31, 2012 |
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(Dollars in thousands) | ||||||||
Sarulla |
$ | 2,789 | $ | 2,591 | ||||
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The following table sets forth certain fair value information at March 31, 2013 and December 31, 2012 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 March 31, 2013 |
Fair Value at March 31, 2013 | |||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Assets |
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Current assets: |
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Cash equivalents (including restricted cash accounts) |
$ | 91,551 | $ | 91,551 | $ | 91,551 | $ | — | $ | — | ||||||||||
Derivatives: |
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Put options on oil price(1) |
— | 845 | — | 845 | — | |||||||||||||||
Currency forward contracts(2) |
— | 2,712 | — | 2,712 | — | |||||||||||||||
Liabilities |
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Current liabilities: |
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Swap transaction on natural gas price(3) |
— | (1,623 | ) | — | (1,623 | ) | — | |||||||||||||
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$ | 91,551 | $ | 93,485 | $ | 91,551 | $ | 1,934 | $ | — | |||||||||||
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Cost or Amortized Cost at December 31, 2012 |
Fair Value at December 31, 2012 | |||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Assets |
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Current assets: |
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Cash equivalents (including restricted cash accounts) |
$ | 54,298 | $ | 54,298 | $ | 54,298 | $ | — | $ | — | ||||||||||
Derivatives: |
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Put options on oil price(1) |
— | 1,842 | — | 1,842 | — | |||||||||||||||
Currency forward contracts(2) |
— | 1,675 | — | 1,675 | — | |||||||||||||||
Swap transaction on natural gas price(3) |
— | 2,804 | — | 2,804 | — | |||||||||||||||
Swap transaction on oil price(4) |
— | 336 | — | 336 | — | |||||||||||||||
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$ | 54,298 | $ | 60,955 | $ | 54,298 | $ | 6,657 | $ | — | |||||||||||
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(1) |
This amount relates to derivatives which represent European put transactions on oil prices, valued primarily based on observable inputs, including forward and spot prices for related commodity indices, and are included within “prepaid expenses and other” in the condensed consolidated balance sheet with the corresponding gain or loss being recognized within “electricity revenues” in the condensed consolidated statement of operations and comprehensive income (loss). |
(2) |
These amounts relate to derivatives which represent currency forward contracts, valued primarily based on observable inputs, including forward and spot prices for currencies, netted against contracted rates and then multiplied against notational amounts, and are included within “prepaid expenses and other” in the condensed consolidated balance sheet with the corresponding gain or loss being recognized within “foreign currency translation and transaction gains” in the condensed consolidated statement of operations and comprehensive income (loss). |
(3) |
This amount relates to derivatives which represent swap contracts on natural gas prices, valued primarily based on observable inputs, including forward and spot prices for related commodity indices, and are included within “accounts payable and accrued expenses” and “prepaid expenses and other” in March 31, 2013 and December 31, 2012, respectively, in the condensed consolidated balance sheet with the corresponding gain or loss being recognized within “electricity revenues” in the condensed consolidated statement of operations and comprehensive income (loss). |
(4) |
This amount relates to derivatives which represent swap contracts on oil prices, valued primarily based on observable inputs, including forward and spot prices for related commodity indices, and are included within “prepaid expenses and other” in the condensed consolidated balance sheet with the corresponding gain or loss being recognized within “electricity revenues” in the condensed consolidated statement of operations and comprehensive income (loss). |
The following table presents the amounts of gain (loss) recognized in the condensed consolidated statements of operations and comprehensive income (loss) on derivative instruments not designated as hedges:
Derivatives not designated as hedging |
Location of gain (loss) recognized |
Amount of gain (loss) recognized | ||||||||
Three Months Ended March 31, | ||||||||||
2013 | 2012 | |||||||||
(Dollars in thousands) | ||||||||||
Put options on oil price |
Electricity revenues | $ | (927 | ) | $ | — | ||||
Swap transaction on oil price |
Electricity revenues | (295 | ) | — | ||||||
Swap transaction on natural gas price |
Electricity revenues | (3,390 | ) | — | ||||||
Currency forward contracts |
Foreign currency translation and transaction gains | 2,035 | 673 | |||||||
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$ | (2,577 | ) | $ | 673 | ||||||
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The fair value of the Company’s long-term debt approximates its carrying amount, except for the following:
Fair Value | Carrying Amount | |||||||||||||||
March 31, 2013 |
December 31, 2012 |
March 31, 2013 |
December 31, 2012 |
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(Dollars in millions) | (Dollars in millions) | |||||||||||||||
Olkaria III Loan - DEG |
$ | 49.3 | $ | 48.8 | $ | 47.4 | $ | 47.4 | ||||||||
Amatitlan Loan |
37.9 | 38.9 | 33.6 | 34.3 | ||||||||||||
Senior Secured Notes: |
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Ormat Funding LLC (“OFC”) |
93.2 | 105.0 | 101.3 | 114.1 | ||||||||||||
OrCal Geothermal LLC (“OrCal”) |
78.5 | 77.3 | 76.5 | 76.5 | ||||||||||||
OFC 2 LLC (“OFC 2”) |
131.2 | 131.2 | 150.5 | 150.5 | ||||||||||||
Senior unsecured bonds |
271.0 | 273.2 | 250.8 | 250.9 | ||||||||||||
Loans from institutional investors |
26.1 | 27.7 | 25.3 | 27.0 |
The following table presents the fair value of financial instruments as of March 31, 2013:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(Dollars in millions) | ||||||||||||||||
Olkaria III Loan - DEG |
$ | — | $ | — | $ | 49.3 | $ | 49.3 | ||||||||
Amatitlan Loan |
— | — | 37.9 | 37.9 | ||||||||||||
Senior Secured Notes: |
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OFC |
— | 93.2 | — | 93.2 | ||||||||||||
OrCal |
— | — | 78.5 | 78.5 | ||||||||||||
OFC 2 |
— | — | 131.2 | 131.2 | ||||||||||||
Senior unsecured bonds |
— | — | 271.0 | 271.0 | ||||||||||||
Loan from institutional investors |
— | — | 26.1 | 26.1 | ||||||||||||
Other long-term debt |
— | 35.0 | — | 35.0 | ||||||||||||
Revolving credit lines with banks |
— | 88.3 | — | 88.3 | ||||||||||||
Deposits |
22.2 | — | — | 22.3 |
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The components of interest expense, net, are as follows:
Three Months Ended March 31, |
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2013 | 2012 | |||||||
(Dollars in thousands) | ||||||||
Interest related to sale of tax benefits |
$ | 2,717 | $ | 1,837 | ||||
Other |
15,843 | 16,468 | ||||||
Less — amount capitalized |
(2,697 | ) | (3,427 | ) | ||||
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$ | 15,863 | $ | 14,878 | |||||
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The table below shows the reconciliation of the number of shares used in the computation of basic and diluted earnings (loss) per share:
Three Months Ended March 31, |
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2013 | 2012 | |||||||
(In thousands) | ||||||||
Weighted average number of shares used in computation of basic earnings (loss) per share |
45,431 | 45,431 | ||||||
Add: |
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Additional shares from the assumed exercise of employee stock-based awards |
— | 6 | ||||||
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Weighted average number of shares used in computation of diluted earnings (loss) per share |
45,431 | 45,437 | ||||||
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Summarized financial information concerning the Company’s reportable segments is shown in the following tables:
Electricity | Product | Consolidated | ||||||||||
(Dollars in thousands) | ||||||||||||
Three Months Ended March 31, 2013: |
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Net revenues from external customers |
$ | 71,102 | $ | 50,608 | $ | 121,710 | ||||||
Intersegment revenues |
— | 6,581 | 6,581 | |||||||||
Operating income (loss) |
(487 | ) | 8,998 | 8,511 | ||||||||
Segment assets at period end* |
2,046,817 | 96,751 | 2,143,568 | |||||||||
* Including unconsolidated investments |
2,789 | — | 2,789 | |||||||||
Three Months Ended March 31, 2012: |
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Net revenues from external customers |
$ | 82,247 | $ | 50,105 | $ | 132,352 | ||||||
Intersegment revenues |
— | 12,966 | 12,966 | |||||||||
Operating income |
15,875 | 9,867 | 25,742 | |||||||||
Segment assets at period end* |
2,227,064 | 100,705 | 2,327,769 | |||||||||
* Including unconsolidated investments |
2,330 | 1,402 | 3,732 |
Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table:
Three Months Ended March 31, |
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2013 | 2012 | |||||||
(Dollars in thousands) | ||||||||
Operating income |
$ | 8,511 | $ | 25,742 | ||||
Interest income |
41 | 388 | ||||||
Interest expense, net |
(15,863 | ) | (14,878 | ) | ||||
Foreign currency translation and transaction gains |
1,682 | 14 | ||||||
Income attributable to sale of equity interest |
3,532 | 2,517 | ||||||
Other non-operating (expense), net |
1,417 | (161 | ) | |||||
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Total income (loss), before income taxes and equity in losses of investees |
$ | (680 | ) | $ | 13,622 | |||
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A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
Three Months Ended March 31, |
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2013 | 2012 | |||||||
(Dollars in thousands) | ||||||||
Balance at beginning of period |
$ | 7,280 | $ | 5,875 | ||||
Additions based on tax positions taken in prior years |
104 | 142 | ||||||
Additions based on tax positions taken in current year |
411 | 392 | ||||||
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Balance at end of period |
$ | 7,795 | $ | 6,409 | ||||
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