ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of the financial statements.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Business
Ormat Technologies, Inc. (the "Company"), a subsidiary of Ormat Industries Ltd. (the "Parent"), is 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 such power plants for projects owned by the Company or for third parties. The Company owns and operates geothermal power plants in various countries, including the United States of America ("U.S"), Kenya, Nicaragua, the Philippines and Guatemala. The Company also owned coal fired heating and electricity power plants and distribution facilities in the Republic of Kazakhstan ("Kazakhstan"), that were sold on September 16, 2002 (see Note 2). The Company's equipment manufacturing operations are located in Israel.
Several of the Company's power plant facilities are listed as Qualifying Facilities ("QF") under the Public Utility Regulatory Policies Act ("PURPA"). The related power purchase agreements for such facilities are dependent upon their maintaining QF status. Management believes that all of the facilities were in compliance with QF status as of December 31, 2004.
Recapitalization
On June 29, 2004, the Company amended and restated its certificate of incorporation, pursuant to which the authorized capital stock of the Company was increased from 754 shares of $1.00 par value common stock to 155,892,833 authorized shares, comprised of 150,892,833 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value preferred stock, of which 500,000 shares have been designated as Series A Preferred Stock. The Company's Board of Directors has the authority to issue the undesignated preferred stock in one or more series and to establish the rights, preferences, privileges and restrictions thereof. On October 21, 2004, the Company further amended and restated its certificate of incorporation, pursuant to which the authorized capital stock of the Company was increased from 150,892,833 shares of $0.001 common stock immediately following the split (see below) to 200,000,000 authorized shares of $0.001 par value common stock.
Additionally, on June 29, 2004, the issued and outstanding 151 shares of $1.00 par value common stock were divided and converted (stock split) to 23,214,281 shares of $0.001 par value common stock.
Further, on June 29, 2004, $20 million outstanding pursuant to the note payable to the Parent was converted to 1,160,714 shares of $0.001 par value common stock of the Company. Such conversion reduced the amounts payable pursuant to the Parent Loan Agreement and increased the stockholder's equity by $20 million and no gain or loss was recognized as a result thereof.
On October 21, 2004, the Board of Directors approved a 1-for-1.325444 reverse stock split of the Company's common stock. Accordingly, all common share and per common share amounts in these consolidated financial statements have been restated to give retroactive effect to the reverse stock split for all years presented. The par value of the common stock remained at $0.001 per share.
Cash Dividend
On October 21, 2004, the Company's Board of Directors declared and authorized the payment of a cash dividend in the aggregate amount of $2.5 million ($ 0.1025 per share). Such dividend was paid on March 2, 2005 and is presented in the balance sheet as of December 31, 2004, in the "Due to Parent" balance.
Initial public offering
In November 2004, the Company completed an initial public offering ("IPO") of 7,187,500 shares of common stock. Net proceeds to the Company after deducting underwriting fees and offering related expenses, were approximately $97 million.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Rounding
Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest $1,000.
Basis of presentation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, an 85% interest in OrYunnan Geothermal Co. Ltd. ("OrYunnan"), an 80% interest in Ormat Leyte Co, Ltd. ("OLCL") prior to March, 31, 2004, a 50% interest in Karaganda Holding Company ("KHC") prior to March 12, 2002, and a 100% interest in KHC from March 12, 2002 to September 16, 2002. All intercompany accounts and transactions are eliminated.
In November 1999, the Company, through a wholly owned subsidiary, entered into an agreement with Yunnan Province Geothermal Development Co. ("YPGD") to form OrYunnan, a limited liability joint venture, whereby the Company is to contribute, for an 85% ownership interest, $2,550,000 and YPGD is to contribute, for the remaining 15% ownership interest, $450,000. Pursuant to such agreement, 15% of the capital contribution was made in April 2000, and the remaining portion is to be paid within 60 days after the date on which a power purchase agreement is executed. OrYunnan is currently in the process of negotiating a power purchase agreement. OrYunnan was formed for the purpose of utilizing, for electric power generation, all of the geothermal resources of Teng Chong County of the Yunnan Province in the People's Republic of China.
OLCL is a limited partnership established for the purpose of developing, financing, constructing, owning, operating, and maintaining geothermal power plants in Leyte Provina, the Philippines.
The Company's consolidated balance sheets include 100% of the assets and liabilities of OrYunnan and of OLCL prior to March 31, 2004. The unrelated entity's 15% interests in OrYunnan, and 20% interest in OLCL prior to March 31, 2004, have been reflected as "Minority interest in net assets of subsidiaries" in the Company's consolidated balance sheets and the earnings therefrom have been reflected on the consolidated statements of operations and comprehensive income for all years presented and have been reflected in "Minority interest in earnings of subsidiaries". Intercompany accounts and transactions have been eliminated in the consolidation.
The Company accounts for its interests in partnerships and companies in which it has equal to or less than a 50% ownership interest under the equity method. 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" on the Company's consolidated statements of operations and comprehensive income.
Adoption of FIN No. 46R
In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB 51 ("FIN No. 46"), and amended it by issuing FIN No. 46R in December 2003. Among other things, FIN No. 46R generally deferred the effective date of FIN No. 46 to the quarter ended March 31, 2004. The objectives of FIN No. 46R are to provide guidance on the identification of Variable Interest Entities ("VIEs") for which control is achieved through means other than ownership of a majority of the voting interest of the entity, and how to determine which company (if any), as the primary beneficiary, should consolidate the VIE. A variable interest in a VIE, by definition, is an asset, liability, equity, contractual arrangement or other economic interest that absorbs the entity's economic variability.
Effective as of March 31, 2004, the Company adopted FIN No. 46R. In connection with the adoption of FIN No. 46R, the Company concluded that OLCL, in which the Company has an 80%
94
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ownership interest, should be deconsolidated. OLCL's operating results continued to be accounted for using the consolidated method of accounting for the three month period ended March 31, 2004 Effective April 1, 2004, the Company's ownership interest in OLCL is accounted for using the equity method of accounting. The Company's maximum exposure to loss as a result of its involvement with OLCL is estimated to be $4.6 million, which is the Company's net investment at December 31, 2004.
The Company also has variable interests in certain other consolidated wholly owned VIEs that will continue to be consolidated because the Company is the primary beneficiary. Further, the Company has concluded that the Company's remaining significant equity investments do not require consolidation as they are not VIEs.
Purchase of the power generation business from the Parent
As of July 1, 2004, a wholly owned subsidiary of the Company, Ormat Systems Ltd. ("OSL"), an Israeli company, acquired from the Parent for $11 million the power generation business which includes the manufacturing and sale of energy-related products pertaining mainly to the geothermal and recovered energy industry.
The Company considers this business to be synergistic with its ownership and operation of geothermal power plants as well as to the construction of the projects (on a turnkey basis). In addition to acquiring the tangible net assets of the power generation business, OSL has assumed the title and interest to: (i) certain related contracts, and (ii) liabilities and rights under agreements with employees and consultants, and obtained a perpetual license of all intellectual property pertaining to the power generation business from the Parent. Further, in connection with binding work and product orders that the Parent had with its customers, which were transferred to OSL as part of the acquisition, OSL has agreed to pay the Parent a commission ranging from 2.5% to 5% of sales by OSL related to such work and product orders. The maximum aggregate amount of such commissions, which is subject to receipt of payments from customers, is approximately $2.2 million. Commissions expense for the six-month period ended December 31, 2004 was $0.8 million.
In connection with the acquisition, OSL and the Parent have entered into an agreement whereby OSL will provide to the Parent, for a monthly fee of $10,000, certain corporate administrative services, including the services of executive officers. In addition, OSL has agreed to provide the Parent with services of certain skilled engineers at OSL's cost plus 10%, adjusted annually for changes in the Israeli Consumer Price Index. Such agreements may be terminated by either party after the initial term which ends in 2009.
Also in connection with the acquisition, OSL entered into a rental agreement with the Parent for the use 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 tax and other costs to maintain the properties. The term of the rental agreement is 59 months and it expires in June 2009, which term has been extended by a consent of the Israeli Land Administration for a period the shorter of: (i) 25 years (including the initial term) or (ii) the remaining period of the underlying lease agreement with the Israel Land Administration (which terminates between 2018 and 2047).
The Company has recorded the purchase of the power generation business at historical net book value, and has accounted for the purchase as a transfer of assets between entities under common control in a manner similar to the pooling of interests; accordingly, all prior period consolidated financial statements of the Company have been restated to include the results of operations, financial position, and cash flows of the power generation business.
The financial statements for all years presented include the historical financial information of the Company prior to the acquisition of the power generation business, combined with the historical financial information of the acquired power generation business which was carved out of the Parent for all years presented. The difference between the assets and liabilities of the power generation
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
business consists of accumulated retained earnings (deficit) as well as amounts due to/from Parent resulting from cash transfers. Such amounts have been aggregated and presented in the statements of stockholders' equity as "divisional deficit" because it is not possible to distinguish the beginning balance as the records were not available to accurately break out the two components. On July 1, 2004, the effective date of the transaction, the divisional deficit was reclassified to retained earnings and unearned stock-based compensation. Retained earnings in the statements of stockholders' equity for all years prior to the year ended December 31, 2004 represent the retained earnings of the Company prior to the acquisition of the power generation business.
The preparation of these financial statements included the use of "carve out" accounting procedures wherein certain assets, liabilities, revenues and expenses historically recorded or incurred at the Parent level, which were related to OSL, have been identified and allocated as appropriate to present the financial position, operating results, and cash flows of OSL for the years presented.
The statement of operations for OSL was carved out using specific identification for revenues and cost of revenues, research and development expense, selling and marketing expenses, general and administrative expenses and interest income and expense. The income tax provision was recalculated based on the separate return method pursuant to Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes.
The balance sheet for OSL was carved out of the Parent using specific identification of assets and liabilities. Certain assets and liabilities were allocated in accordance with the terms of the signed definitive agreements.
The OSL financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in a manner which management believes are reasonable and appropriate. All significant intercompany transactions and accounts have been eliminated. The allocations and estimates used may not necessarily reflect the financial position, operating results and cash flows for the periods presented had OSL been operated as a separate entity.
Of the $11 million purchase price, the Company paid $4.8 million in cash and assumed $6.2 million in debt and other liabilities. As the Company's purchase of the power generation business effective July 1, 2004 has been accounted as a transfer of assets between entities under common control, the excess of the consideration paid over the historical net book value of the purchased business has been recorded as a distribution to the Parent, which reduced stockholders' equity by approximately $4.8 million at July 1, 2004. Because the deferred income taxes at June 30, 2004 had a full valuation allowance, there was no tax effect for the difference between the book and tax basis of the purchased assets and liabilities. Additionally, as mentioned above, on July 1, 2004, the Company reclassified the divisional equity to retained earnings and unearned stock-based compensation.
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 (preferred auction rated securities). The Company accounts for such securities in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity 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, 2004 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 upon the quoted market prices of such securities at year end. Net unrealized gains or
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
losses are reported as a component of accumulated other comprehensive income (loss) in stockholders' equity. Net realized gains or losses are reported in interest income. The net unrealized gains or losses at December 31, 2004 are immaterial.
The securities are included in the balance sheet at December 31, 2004, as follows:
| | | | | | |
 | | (in thousands) |
Marketable securities | | $ | 89,166 | Â |
Amount presented among short-term restricted cash, cash equivalents and marketable securities | | Â | 1,750 | Â |
Total | | $ | 90,916 | Â |
|
The cost of the marketable securities at December 31, 2004 approximates their fair value.
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 reserve, 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 and cash equivalents. Such amounts are invested primarily in money market accounts and preferred auction rated securities with a minimum investment grade of "AA". The Company considers all highly liquid instruments, with an original maturity of three months or less, to be cash equivalents. Preferred auction rated securities are classified as available-for-sale.
Certain of the restricted cash accounts can be replaced by a letter of credit, and as further described in Note 17, two letters of credit aggregating $14.4 million were issued by the Company to release restriction on funds that were used as collateral for the Company's 8¼ senior secured notes (the "Notes") and loan agreement with Beal Bank ("Beal Bank Credit Agreement").
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, 2004 and 2003, the Company had deposits in five and six, respectively, U.S. financial institutions that were federally insured up to $100,000 per financial institution. At December 31, 2004 and 2003, the Company's deposits in foreign countries of approximately $9,184,000 and $9,927,000, respectively, were not insured.
At December 31, 2004 and 2003, accounts receivable related to operations in foreign countries amounted to approximately $7,963,000 and $13,029,000, respectively. At December 31, 2004 and 2003, accounts receivable from the Company's major customers (see Note 14) amounted to approximately 80% and 57% of the Company's accounts receivable, respectively. The Company performs ongoing credit evaluations of its customers' financial condition. The Company requires the customer in Nicaragua to provide a cash security arrangement for its payment obligations. 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 moving-average cost method and are stated net of provision for slow-moving and obsolescence, which was not significant.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deposits and other
Deposits and other consist primarily of performance bonds for construction projects, a long-term insurance contract and hedge instruments.
Property, plant and equipment
Property, plant and equipment are stated at cost. All costs associated with the acquisition, development and construction incurred as part of the construction of power plants operated by the Company are capitalized. Major improvements are capitalized and repairs and maintenance costs are expensed. Power plants operated by the Company are depreciated using the straight-line method over the term of the relevant power purchase agreement (see Note 12). The geothermal power plants in the Philippines and Nicaragua are to be fully depreciated over the period that the plants are owned by the Company. 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 | | 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 approximately $628,000, $297,000, and $201,000 for the years ended December 31, 2004, 2003 and 2002, respectively.
Deferred financing 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 statement of operations. Accumulated amortization related to deferred financing costs amounted to $1,708,000 and $576,000 at December 31, 2004 and 2003, respectively. Amortization expense for the years ended December 31, 2004, 2003 and 2002 amounted to $2,705,000, $576,000, and $0, respectively.
Intangible assets
Intangible assets consist of allocated acquisition costs of power purchase agreements, which are amortized over the 15 to 23-year terms of the agreements using the straight-line method.
Impairment of long-lived assets and long-lived assets to be disposed of
Long-lived assets including unconsolidated investments and power purchase agreements are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such 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 the fair value of the assets. 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, future estimates as to the recoverability of such assets may change based on revised circumstances.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative instruments
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted by other related accounting literature, establishes accounting and reporting standards for derivative instruments (including certain derivative instruments embedded in other contracts). SFAS No. 133 requires companies to record derivatives on their balance sheets as either assets or liabilities measured at their fair value 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 that a company must 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 interest rate swaps and interest rate caps to minimize significant fluctuation in cash flows and/or earnings that are caused by 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 interest on the related debt is paid. Gains or losses on contracts that are not designated to qualify as a cash flow hedge are included as a component of interest expense.
The Company is subject to the provisions of SFAS No. 133 Derivative Implementation Group ("DIG") Issue No. C15, Normal Purchases and Normal Sales Exception for Certain Option-Type Contracts and Forward Contracts in Electricity, which expands the requirements for the normal purchase and normal sales exception to include electricity contracts entered into by a utility company when certain criteria are met. Also under DIG Issue No. C15, contracts that have a price adjustment clause based on an index that is not directly related to the electricity generated, as defined in SFAS No. 133, do not meet the requirements for the normal purchases and normal sales exception. The Company has power sales agreements that qualify as derivative instruments under DIG Issue No. C15 because they have a price adjustment clause based on an index that does not directly relate to the sources of the power used to generate the electricity. The adoption of the provisions of DIG Issue No. C15 in 2002 did not have a material impact on the Company's consolidated financial position and results of operations.
In June 2003, the FASB issued DIG Issue No. C20, Scope Exceptions: Interpretation of the Meaning of Not Clearly and Closely Related in Paragraph 10(b) regarding Contracts with a Price Adjustment Feature. DIG Issue No. C20 superseded DIG Issue No. C11, Interpretation of Clearly and Closely Related in Contracts That Qualify for the Normal Purchases and Normal Sales Exception, and specified additional circumstances in which a price adjustment feature in a derivative contract would not be an impediment to qualifying for the normal purchases and normal sales scope exception under SFAS No. 133. DIG Issue No. C20 was effective as of the first day of the fiscal quarter beginning after July 10, 2003, (i.e. October 1, 2003, for the Company). In conjunction with initially applying the implementation guidance, DIG Issue No.C20 requires contracts that did not previously qualify for the normal purchases normal sales scope exception, and do qualify for the exception under DIG Issue No. C20, to freeze the fair value of the contract as of the date of the initial application, and amortized such fair value over the remaining contract period. Upon adoption of DIG Issue No. C20, the Company elected the normal purchase and normal sales scope exception under SFAS No. 133 related to its power purchase agreements. Such adoption did not have a material impact on the Company's consolidated financial position and results of operations.
Foreign currency translation
The functional currency of all foreign entities is the reporting currency (U.S. dollar or dollar). For these entities, monetary assets and liabilities are translated at the current exchange rate, while non-monetary items are translated at historical rates. Income and expense items are translated at the average exchange rate for the year, except for depreciation, which is translated at historical rates. Translation adjustments and transaction gains or losses are included in results of operations.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's functional currency of certain Kazakhstan activities was considered to be the local currency; accordingly, all assets and liabilities were translated at the exchange rate as of the balance sheet date. Revenues, costs and expenses were translated at the weighted average exchange rate for the period. Translation adjustments were accumulated in a separate component of stockholders' equity. Upon sale of the Kazakhstan business (see Note 2), the accumulated foreign currency translation losses were eliminated.
Comprehensive income reporting
The Company accounts for comprehensive income with SFAS No. 130, Reporting Comprehensive Income, which requires comprehensive income and its components to be reported when a company has items of other comprehensive income. Comprehensive income includes net income plus other comprehensive income, which for the Company consists of foreign currency translation adjustments and the mark-to-market losses on derivative instruments designated for cash flow hedge. The adjustments for the year ended December 31, 2002 did not have any tax effect as Karaganda Holding Company ("KHC") was not in a taxable position due to its recurring losses that resulted in a full valuation of deferred income taxes. In connection with the sale of KHC that is further discussed in Note 2, the Company recorded a reduction of $1,184,000 in accumulated foreign currency translation losses, and included such accumulated losses as a component of "Loss on sale of Kazakhstan operations" in determining the net loss for the year ended December 31, 2002.
Revenues and cost of revenues
Revenues are primarily related to: (i) sale of electricity from geothermal power plants owned and operated by the Company; and (ii) geothermal and recovered energy power plant equipment engineering, sale, construction and installation and operating services.
Revenues related to the sale of electricity from geothermal power plants and capacity payments are recorded based upon output delivered and capacity provided at rates specified under relevant contract terms. As described below, for power purchase agreements ("PPAs") acquired as part of the projects purchased since July 1, 2003 (see Note 2), revenues related to the lease element of the PPA are included as "lease portion of energy and capacity " revenues, with the remaining revenues related to the production and delivery of energy presented as "energy and capacity".
Revenues from engineering, operating services, and parts and product sales are recorded upon providing the service or delivery of the products and parts. Revenues from the supply and/or construction of geothermal and recovered energy power plant equipment on behalf of others are recognized on the percentage completion method. Revenue is 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 May 2003, the Emerging Issues Task Force ("EITF") reached consensus in EITF Issue No. 01-8, Determining Whether an Arrangement Contains a Lease, to clarify the requirements of identifying whether an arrangement contains a lease at its inception. The guidance in the consensus is designed to broaden the scope of arrangements, such as power purchase agreements, accounted for as leases. EITF Issue No. 01-8 requires both parties to an arrangement to determine whether a service contract or similar arrangement is, or includes, a lease within the scope of SFAS No. 13, Accounting for Leases. The consensus is being applied prospectively to arrangements agreed to, modified, or acquired in business combination on or after July 1, 2003. The adoption of EITF Issue No. 01-8 effective July 1,
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2003 did not have a material effect to the Company's financial position or results of operations. As further discussed in Note 12, PPAs acquired as part of the projects purchased since July 1, 2003 (Heber 1 and 2, Steamboat 2/3, Steamboat Hills, and Puna projects, see Note 2), contain lease elements within the scope of SFAS No. 13. Lease revenue related to the Heber 1 and 2 projects from the date of acquisition (December 18, 2003) to December 31, 2003 was not material.
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 provided by charges to operations in the period in which the related revenue is recognized. Such charges have historically been immaterial.
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 Office of the Chief Scientist ("OCS") of the Israeli Government are offset against the related research and development expenses. Such grants amounted to $0, $142,000 and $531,000 during the years ended December 31, 2004, 2003, and 2002, respectively.
Advertising expense
Advertising costs are expensed as incurred and totaled $74,000, $58,000 and $72,000 for the years ended December 31, 2004, 2003, and 2002, respectively.
Patent expense
Patents are internally developed, and therefore costs are expensed as incurred and totaled $290,000, $377,000 and $436,000 for the years ended December 31, 2004, 2003, and 2002, respectively.
Income taxes
Income taxes are accounted for using an 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 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 expected to be realized.
Income (loss) per share
Basic income (loss) per share is computed by dividing income (loss) available to common stock shareholders by the weighted average number of shares of common stock outstanding for the year. The Company does not have any equity instruments that are dilutive, except for employee stock options which were granted on November 10, 2004 and whose dilutive effect on the net income per share for the year ended December 31, 2004 is immaterial. The stock options granted to employees of the Company in the Parent's stock are not dilutive to the Company's income per share.
Stock-based compensation
The Company accounts for stock-based compensation based on the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25"), and FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation, and
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
other related interpretations which states that no compensation expense is required to be recorded for stock options or other stock-based awards to employees that are granted with an exercise price equal to or above the estimated fair value per share of common stock on the grant date. In the event that stock options are granted at a price lower than the fair market value at that date, the difference between the fair market value of the common stock and the exercise price of the stock options is recorded as unearned compensation. Unearned compensation is amortized to compensation expense over the vesting period applicable to the stock option. The Company has adopted the disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation, as it relates to stock options granted to employees, which requires pro forma net income (loss) be disclosed based on the fair value of the options granted at the date of the grant.
The Company calculated the fair value of each option on the date of grant using the Black-Scholes option pricing model using the following assumptions:
| | | | | | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2004 | | 2003 | | 2002 |
For Stock options issued by the Company: | | Â | Â | Â | |
Risk-free interest rates | |  | 3.6 | % | |  | — |  | |  | — |  |
Expected lives (in years) | |  | 5 |  | |  | — |  | |  | — |  |
Dividend yield | |  | 4 | % | |  | — |  | |  | — |  |
Expected volatility | |  | 40 | % | |  | — |  | |  | — |  |
For Stock options issued by the Parent: | |
Risk-free interest rates | | Â | 4.7 | %Â | | Â | 4.7 | %Â | | Â | 4.7 | %Â |
Expected lives (in years) | | Â | 5 | Â | | Â | 5 | Â | | Â | 5 | Â |
Dividend yield | | Â | 0 | %Â | | Â | 0 | %Â | | Â | 0 | %Â |
Expected volatility | | Â | 28 | %Â | | Â | 31 | %Â | | Â | 37 | %Â |
|
Had compensation cost for the options granted to employees of the Company been determined based on the fair value method prescribed by SFAS No. 123, the Company's pro forma net income (loss) and earnings (loss) per share would have been as follows:
| | | | | | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2004 | | 2003 | | 2002 |
 | | (in thousands, except per share amounts) |
Net income (loss): | | Â | Â | Â | |
As reported | | $ | 17,791 | Â | | $ | 15,454 | Â | | $ | (1,044 | )Â |
Add: Â Â Â Total stock-based employee compensation expense included in reported net income, net of tax | | Â | 61 | Â | | Â | 24 | Â | | Â | 24 | Â |
Deduct: | | Â | Â | Â | |
Total stock-based employee compensation expense in respect of the Company's stock options determined under fair value based method, net of tax | |  | (6 | ) | |  | — |  | |  | — |  |
Total stock-based employee compensation expense in respect of the Parent's stock options determined under fair value based method, net of tax | | Â | (685 | )Â | | Â | (175 | )Â | | Â | (94 | )Â |
Pro forma net income (loss) | | $ | 17,161 | Â | | $ | 15,303 | Â | | $ | (1,114 | )Â |
Basic and diluted net income (loss) per share: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
As reported | | $ | 0.72 | Â | | $ | 0.66 | Â | | $ | (0.04 | )Â |
Pro forma | | $ | 0.69 | Â | | $ | 0.66 | Â | | $ | (0.05 | )Â |
|
102
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair value of financial instruments
The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of those instruments. The marketable securities are presented at fair value. The fair value of long-term debt is estimated based on the current borrowing rates for similar issues, which approximates carrying amount for all long-term debt except for the Notes. For the Notes (see Note 9) such fair value amounted to $191.9 million compared to carrying amount of $189.5 million at December 31, 2004.
Accounting estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
New accounting pronouncements
SFAS No. 123 (Revised 2004) — Share-Based Payments
In December 2004, the FASB issued the revised SFAS No. 123, Share-Based Payment ("SFAS No.123R"), which addresses the accounting for share-based payment transactions in which a company obtains employee services in exchange for: (i) equity instruments of the company, or (ii) liabilities that are based on the fair value of the company's equity instruments or that may be settled by the issuance of such equity instruments. SFAS No.123R eliminates the ability to account for employee share-based payment transactions using APB No. 25 and requires instead that such transactions be accounted for using the grant date fair value based method. SFAS No.123R will be effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005 (July 1, 2005 for the Company). Early adoption of SFAS No.123R is encouraged. SFAS No.123R applies to all awards granted or modified after the Statement's effective date. In addition, compensation cost for the unvested portion of previously granted awards that remain outstanding on the Statement's effective date shall be recognized on or after the effective date, as the related services are rendered, based on the awards' grant date fair value as previously calculated for the pro forma disclosure under SFAS No.123.
The Company estimates that the cumulative effect of adopting SFAS No.123R as of its adoption date by the Company (July 1, 2005), based on the awards outstanding as of December 31, 2004, will be immaterial. This estimate does not include the impact of additional awards, which may be granted, or forfeitures, which may occur subsequent to December 31, 2004 and prior to the Company's adoption of SFAS No.123R. The Company expects that upon the adoption of SFAS No.123R, it will apply the modified prospective application transition method, as permitted by the Statement. Under such transition method, upon the adoption of SFAS No.123R, The Company's consolidated financial statements for periods prior to the effective date of the Statement will not be restated. The Company does not expect SFAS No. 123R to have a material impact on its results of operations and financial position in future periods.
SFAS No. 151 — Inventory Costs
In November 2004, the FASB issued SFAS No. 151, Inventory Costs — An Amendment of ARB 43, Chapter 4. SFAS No.151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. This Statement requires that those items be recognized as current period charges. In
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No.151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005 (January 1, 2006 for the Company). Earlier application of SFAS No.151 is permitted. The provisions of SFAS No.151 shall be applied prospectively. The Company does not expect SFAS No.151 to have a material impact on its results of operations and financial position in future periods.
SFAS No. 153 — Exchange of Nonmonetary Assets
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets — An Amendment of APB Opinion No. 29. SFAS No. 153 amends APB Opinion No. 29, Accounting for Nonmonetary Transactions. The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the exception for nonmonetary exchanges of similar productive assets and replace it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The provisions in SFAS No.153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005 (July 1, 2005 for the Company). Early application of SFAS No.153 is permitted. The provisions of SFAS No.153 shall be applied prospectively. The Company does not expect SFAS No.153 to have a material impact on its results of operations and financial position in future periods.
EITF Issue No. 02-14 — Whether an Investor Should Apply the Equity Method of Accounting to
Investments Other Than Common Stock
In July 2004, the FASB issued EITF Issue No. 02-14, Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock. EITF Issue No. 02-14 addresses whether the equity method of accounting applies when an investor does not have an investment in voting common stock of an investee but exercises significant influence through other means. EITF Issue No. 02-14 states that an investor should only apply the equity method of accounting when it has investments in either common stock or in-substance common stock of the investee, provided that the investor has the ability to exercise significant influence over the operating and financial policies of the investee. The provisions in EITF Issue No. 02-14 are effective for reporting periods beginning after September 15, 2004 (October 1, 2004 for the Company). The adoption of EITF Issue No. 02-14 by the Company did not have any impact on its results of operations and financial position.
104
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — BUSINESS ACQUISITIONS AND SALE
Acquisitions and sale in 2002
Karaganda Holding Company ("KHC")
KHC was established for the purpose of generating power and selling and distributing electricity and heating power in Kazakhstan. Prior to March 12, 2002, the Company had a 50% ownership interest in KHC. Effective March 12, 2002, the Company purchased the remaining 50% interest in KHC for $500,000. Such transaction was accounted for under the purchase method of accounting, and the allocation of the $500,000 purchase price was as follows:
| | | | | | |
 | | (dollars in thousands) |
Cash and cash equivalents | | $ | 2,541 | Â |
Accounts receivable assumed | | Â | 6,988 | Â |
Property, plant and equipment | | Â | 9,089 | Â |
Other assets assumed | | Â | 3,056 | Â |
Accounts payable and accrued liabilities assumed | | Â | (9,747 | )Â |
Long-term debt assumed | | Â | (10,632 | )Â |
Deferred tax liabilities assumed | | Â | (795 | )Â |
Total cash paid | | $ | 500 | Â |
|
On September 16, 2002, the Company sold all of its ownership interest in KHC to a third party for approximately $4.1 million, less approximately $0.2 million of costs related to the sale. The Company recognized a loss on the sale of this subsidiary equal to approximately $6.4 million during 2002, in addition to the operational losses incurred prior to such sale. The net assets of KHC on the date of the sale were as follows:
| | | | | | |
 | | (dollars in thousands) |
Accounts receivable | | $ | 12,718 | Â |
Inventory, prepaid expenses and other | | Â | 5,035 | Â |
Property, plant and equipment | | Â | 27,061 | Â |
Accounts payable and accrued liabilities | | Â | (13,966 | )Â |
Long-term debt | | Â | (19,988 | )Â |
Deferred tax liabilities | | Â | (1,634 | )Â |
Accumulated foreign currency translation adjustments | | Â | 1,184 | Â |
Net assets | | $ | 10,410 | Â |
|
The sale of KHC resulted in the Company discontinuing its operating activities in Kazakhstan. The net results of operations of the discontinued activities in Kazakhstan prior to September 16, 2002 are shown in the statement of operations for the year ended December 31, 2002 as "Loss from discontinued activities in Kazakhstan".
The Ormesa Project
On April 15, 2002, the Company acquired 100% of the equity interests in the Ormesa Project, located in Imperial Valley, California, to expand its geothermal power plant operations. The Ormesa Project consists of six power plants and was owned by several unrelated companies. The Company acquired 100% interests in four of the entities and acquired the assets of a fifth entity. These entities
105
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and assets were merged into Ormesa, LLC ("Ormesa") in 2002. The Company paid approximately $41.7 million for the ownership of the Ormesa Project, of which approximately $35.7 million and $6.0 million has been allocated to property, plant and equipment and intangible assets, respectively. The acquisition was accounted for under the purchase method of accounting and the acquired assets are being depreciated over their estimated useful lives of five to fifteen years. The results of operations of the Ormesa Project have been included in the consolidated financial statements since April 15, 2002.
Acquisitions in 2003
The Steamboat 1/1A Project
On June 30, 2003, the Company acquired from two groups of unrelated sellers, a 100% interest in Steamboat Geothermal LLC ("SG"), which owns geothermal power plants ("Steamboat 1/1A") in Nevada. The purchase price of $1.2 million was paid in cash, of which, $2.1 million has been recorded as property, plant and equipment, less assumption of liabilities of $0.9 million. The acquisition has been accounted for under the purchase method of accounting and the acquired assets are being depreciated over their estimated useful lives of three to fifteen years. The results of operations of the Steamboat 1/1A Project have been included in the consolidated financial statements since July 1, 2003.
The Heber and Mammoth Projects
On December 18, 2003, the Company purchased certain geothermal assets from Covanta Energy Corporation ("CEC"), an unrelated entity for a total purchase price of $215 million, plus transaction costs of approximately $3.2 million. As further discussed in Note 9, the Company entered into a loan agreement and borrowed $154.5 million from Beal Bank, all of which is collateralized by the acquired assets described below, except for the assets related to the Company's 50% ownership interest in Mammoth-Pacific, L.P. ("Mammoth").
The assets purchased include: (i) a 100% ownership in Heber Geothermal Company, which owns a 38 megawatt ("MW") geothermal power plant ("Heber 1"), located near Heber, California; (ii) a 100% ownership in Second Imperial Geothermal Company ("SIGC"), that has rights to the lessee position of a 34 MW geothermal power plant ("Heber 2"), adjacent to the Heber 1 plant; (iii) a 100% ownership in Heber Field Company, that has the rights to the geothermal resources used by Heber 1 and 2; and (iv) 50% ownership interest in Mammoth, that owns and operates three geothermal plants, with a combined generating capacity of 25 MW, located near the city of Mammoth, California.
In addition, the Company acquired all of the beneficial rights, title and interest in the Heber 2 geothermal power plant from the lessor for a purchase price of approximately $38.5 million.
The results of operations of the Heber Projects have been included in the consolidated financial statements since December 18, 2003. The results of operations of the Mammoth Project have been included in the consolidated financial statements using the equity method of accounting since December 18, 2003.
106
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Steamboat 1/1A and the Heber and Mammoth projects' asset acquisitions have been accounted for under the purchase method of accounting and the acquired assets and intangibles are being depreciated over their estimated useful lives of three to twenty years. The purchase price has been allocated based on independent valuation and management's estimates as follows:
| | | | | | | | | | | | | | |
 | | Steamboat 1/1A | | Heber and Mammoth Projects | | Total |
 | | (dollars in thousands) |
Cash and cash equivalents | | $ | — |  | | $ | 195 |  | | $ | 195 |  |
Restricted cash | |  | — |  | |  | 5,959 |  | |  | 5,959 |  |
Accounts receivable assumed | |  | — |  | |  | 7,155 |  | |  | 7,155 |  |
Property, plant and equipment | | Â | 2,138 | Â | | Â | 184,585 | Â | | Â | 186,723 | Â |
Intangibles (power purchase agreement) | |  | — |  | |  | 25,273 |  | |  | 25,273 |  |
Investment in Mammoth | |  | — |  | |  | 38,632 |  | |  | 38,632 |  |
Other assets assumed | |  | — |  | |  | 270 |  | |  | 270 |  |
Accounts payable and other liabilities assumed | | Â | (923 | )Â | | Â | (2,559 | )Â | | Â | (3,482 | )Â |
Asset retirement obligation | |  | — |  | |  | (2,701 | ) | |  | (2,701 | ) |
Total cash paid | | $ | 1,215 | Â | | $ | 256,809 | Â | | $ | 258,024 | Â |
|
The following unaudited pro forma financial information for the years ended December 31, 2003 and 2002, assumes the Heber and Mammoth projects acquisitions occurred as of the beginning of the respective years, after giving effect to certain adjustments, including the amortization of intangible assets, interest expense on acquisition debt, 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 the Heber and Mammoth projects been affected on the dates indicated.
| | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2003 | | 2002 |
 | | (dollars in thousands, except per share amounts) |
Revenues | | $ | 185,571 | Â | | $ | 150,707 | Â |
Income before cumulative effect of accounting change | | Â | 42,246 | Â | | Â | 10,684 | Â |
Net income | | Â | 40,381 | Â | | Â | 10,684 | Â |
Basic and diluted income per share | | $ | 1.74 | Â | | $ | 0.46 | Â |
|
Acquisitions in 2004
The Steamboat 2/3 Project and Meyberg Property
On February 11, 2004, the Company acquired 100% of the outstanding shares of capital stock of Steamboat Development Corp. ("SDC"), and certain real property ("Meyberg Property") from an unrelated party. SDC owned certain leasehold interests as a lessee in the two Steamboat 2/3 geothermal power plants and certain related geothermal leases. On February 13, 2004, the Company acquired all of the beneficial rights, title, and interest in the Steamboat 2/3 geothermal power plants from the lessor. The Company acquired SDC and the Meyberg Property to increase its geothermal power plant operations in the United States. The Company acquired the lessee and lessor positions of the Steamboat 2/3 geothermal power plants for a combined purchase price of approximately $82 million, plus transaction cost of approximately $0.8 million. The results of SDC's operations have been included in the consolidated financial statements since February 11, 2004.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Steamboat Hills Project
On May 20, 2004, the Company completed the acquisition of 100% of the equity interests of Yankee Caithness Joint Venture, L.P. ("Yankee"), which we refer to as Steamboat Hills, from unrelated parties for a purchase price of approximately $20.3, including acquisition costs of approximately $0.1 million. Yankee owns and operates a geothermal electric generation plant, located in Steamboat Springs, Nevada. The Company purchased Yankee in order to increase its geothermal power plant operations in the United States. Yankee was subsequently renamed as Steamboat Hills. The results of Steamboat Hills' operations have been included in the consolidated financial statements since May 20, 2004.
The Puna Project
On June 3, 2004, the Company completed the acquisition of 100% of the equity interests of Puna Geothermal Venture ("PGV") from an unrelated party for a purchase price of $72.9 million, including acquisition costs of approximately $0.2 million. PGV operates a geothermal power plant ("Puna Project") located on the island of Hawaii. The Company purchased PGV in order to increase its geothermal power plant operations in the United States. The results of PGV's operations have been included in the consolidated financial statements since June 3, 2004.
The Puna Project was not in compliance with the threshold minimum performance requirements of its power purchase agreement at the time of the acquisition, and is currently not in compliance with such requirements, which non-compliance has resulted in the imposition of sanctions that reduce the aggregate amounts of revenues payable to the Company from the relevant power purchaser, and amounted to $0.4 million for the period from June 3, 2004 to December 31, 2004.
The Steamboat 2/3 Project, the Meyberg Property, the Steamboat Hills Project and the Puna Project acquisitions have been accounted for under the purchase method of accounting and the acquired depreciable assets and intangibles are being depreciated over their estimated useful lives of 14 to 23 years. The purchase price (including of the lessee and lessor position in the Steamboat 2/3 Project) has been allocated based on independent valuation and management's estimates as follows:
| | | | | | | | | | | | | | | | | | |
 | | Steamboat 2/3 Project and Meyberg Property | | Steamboat Hills Project | | Puna Project | | Total |
 | | (dollars in thousands) |
Accounts receivable assumed | | $ | 1,944 |  | | $ | — |  | | $ | 1,870 |  | | $ | 3,814 |  |
Property, plant and equipment | | Â | 78,719 | Â | | Â | 20,809 | Â | | Â | 56,881 | Â | | Â | 156,409 | Â |
Intangibles (power purchase agreement) | |  | 4,499 |  | |  | — |  | |  | 14,992 |  | |  | 19,491 |  |
Accounts payable and other liabilities assumed | |  | (1,455 | ) | |  | — |  | |  | (179 | ) | |  | (1,634 | ) |
Asset retirement obligation | | Â | (941 | )Â | | Â | (548 | )Â | | Â | (641 | )Â | | Â | (2,130 | )Â |
Total cash paid | | $ | 82,766 | Â | | $ | 20,261 | Â | | $ | 72,923 | Â | | $ | 175,950 | Â |
|
The following unaudited pro forma financial information for the years ended December 31, 2004 and 2003, assumes the Steamboat 2/3 Project and Meyberg Property, the Steamboat Hills Project and the Puna Project acquisitions occurred as of the beginning of the respective years, after giving effect to certain adjustments, including the amortization of intangible assets, interest expense on acquisition debt, 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 the Steamboat 2/3 Project and Meyberg Property, the Steamboat Hills Project and the Puna Project been affected on the dates indicated.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands, except per share amounts) |
Revenues | | $ | 231,788 | Â | | $ | 155,900 | Â |
Income before cumulative effect of accounting change | | Â | 17,789 | Â | | Â | 18,329 | Â |
Net income | | Â | 17,789 | Â | | Â | 18,124 | Â |
Basic and diluted income per share | | $ | 0.72 | Â | | $ | 0.78 | Â |
|
NOTE 3 — INVENTORIES
Inventories consist of the following:
| | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
Raw materials and purchased parts for assembly | | $ | 1,664 | Â | | $ | 2,181 | Â |
Self-manufactured assembly parts and finished products | | Â | 4,382 | Â | | Â | 1,531 | Â |
Total | | $ | 6,046 | Â | | $ | 3,712 | Â |
|
NOTE 4 — COST AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
| | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
Costs and estimated earnings incurred on uncompleted contracts | | $ | 19,368 | Â | | $ | 12,493 | Â |
Less billings to date | | Â | (22,343 | )Â | | Â | (18,414 | )Â |
Total | | $ | (2,975 | )Â | | $ | (5,921 | )Â |
|
These amounts are included in the balance sheets under the following captions:
| | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
Costs and estimated earnings in excess of billings on uncompleted contracts | | $ | 3,164 | Â | | $ | 1,922 | Â |
Billings in excess of costs and estimated earnings on uncompleted contracts | | Â | (6,139 | )Â | | Â | (7,843 | )Â |
Total | | $ | (2,975 | )Â | | $ | (5,921 | )Â |
|
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.
109
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 — UNCONSOLIDATED INVESTMENTS
Unconsolidated investments in power plant projects consist of the following:
| | | | | | | | | | |
 | | December 31, | |  |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
Orzunil: | | Â | Â | Â | |
Investment | | $ | 3,391 | Â | | $ | 2,722 | Â |
Advances | | Â | 4,478 | Â | | Â | 5,266 | Â |
 | |  | 7,869 |  | |  | 7,988 |  |
Mammoth | | Â | 36,361 | Â | | Â | 38,772 | Â |
OLCL | |  | 4,588 |  | |  | — |  |
Total | | $ | 48,818 | Â | | $ | 46,760 | Â |
|
The Zunil Project
The Company has a 21% ownership interest in Orzunil I de Electricidad, Limitada ("Orzunil"), a limited responsibility company incorporated in Guatemala and established for the purpose of the generation and co-generation of power from a geothermal power plant in the Province of Quetzaltenango in Guatemala. The Company operates and maintains the geothermal power plant and the power purchaser supplies geothermal fluid to the power plant. The Company's 21% ownership interest in Orzunil is accounted for under the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over Orzunil.
Notes receivable for cash advances to Orzunil consist of the following:
| | | | | | | | | | | | | | | | | | |
 | | December 31, | | Interest Rate | | Maturity Date |
 | | 2004 | | 2003 | |  | |  |
 | | (dollars in thousands) | |  | |  | |  |
Subordinated | | $ | 3,835 | Â | | $ | 4,207 | Â | | LIBOR +4% | | November 15, 2011 |
Junior subordinated | | Â | 643 | Â | | Â | 1,059 | Â | | 0% | | see below |
 | | $ | 4,478 |  | | $ | 5,266 |  | |  | |  |
|
All available cash after the debt service under the subordinated loan is used to repay the junior subordinated loan. Interest income received from these loans amounted to approximately $ 214,000, $270,000 and $296,000 during the years ended December 31, 2004, 2003 and 2002, respectively.
The Company's equity in income of Orzunil was not significant for each of the years presented in these financial statements.
The Mammoth Project
As discussed in Note 2, on December 18, 2003, the Company acquired a 50% interest in the Mammoth Project, which is comprised of three geothermal power plants. The purchase price was less than the underlying net equity of Mammoth by approximately $9.3 million. As such, the basis difference will be amortized over the remaining useful life of the property, plant and equipment and the power purchase agreements, which range from 12 to 17 years. Effective December 18, 2003, the Company operates and maintains the geothermal power plants under an operating and maintenance ("O&M") agreement. The Company's 50% ownership interest in Mammoth is accounted for under the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over Mammoth.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The condensed financial position and results of operations of Mammoth are summarized below:
| | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
Condensed balance sheets: | |
Current assets | | $ | 11,088 | Â | | $ | 11,182 | Â |
Non-current assets | | Â | 83,944 | Â | | Â | 88,918 | Â |
Current liabilities | | Â | 924 | Â | | Â | 608 | Â |
Non-current liabilities | | Â | 3,774 | Â | | Â | 3,680 | Â |
Partners' Capital | | Â | 90,334 | Â | | Â | 95,812 | Â |
|
| | | | | | | | | | |
 | | Year Ended December 31, 2004 | | Period from December 18, 2003 to December 31, 2003 |
 | | (dollars in thousands) |
Condensed statements of operations: | | Â | Â | Â | | Â | Â | Â |
Revenues | | $ | 15,815 | Â | | $ | 672 | Â |
Gross margin | | Â | 3,830 | Â | | Â | 252 | Â |
Net income | | Â | 3,521 | Â | | Â | 246 | Â |
Company's equity in income of Mammoth: | | Â | Â | Â | | Â | Â | Â |
50% of Mammoth net income | | Â | 1,761 | Â | | Â | 123 | Â |
Plus amortization of basis difference | | Â | 593 | Â | | Â | 18 | Â |
 | |  | 2,354 |  | |  | 141 |  |
Less income taxes | |  | (894 | ) | |  | — |  |
Total | | $ | 1,460 | Â | | $ | 141 | Â |
|
The Leyte Project ("OLCL")
The Company holds an 80% interest in OLCL (which owns the Leyte Project), however, as further discussed in Note 1, upon the adoption of FIN No. 46R, the balance sheet of OLCL was deconsolidated as of March 31, 2004, and the income and cash flow statements have been deconsolidated effective April 1, 2004.
The condensed financial position and results of operations of OLCL are summarized below:
| | | | | | |
 | | December 31, 2004 |
 | | (dollars in thousands) |
Condensed balance sheet: | | Â | Â | Â |
Current assets | | $ | 7,178 | Â |
Non-current assets | | Â | 16,864 | Â |
Current liabilities | | Â | 6,035 | Â |
Non-current liabilities | | Â | 8,889 | Â |
Stockholders' equity | | Â | 9,118 | Â |
|
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | |
 | | Period from April 1, 2004 to December 31, 2004 |
 | | (dollars in thousands) |
Condensed statement of operations: | |
Revenues | | $ | 8,217 | Â |
Gross margin | | Â | 2,592 | Â |
Net income | | Â | 838 | Â |
 | |  |  |  |
Company's equity in income of OLCL: | | Â | Â | Â |
80% of OLCL net income | | $ | 670 | Â |
Plus amortization of deferred revenue on intercompany profit ($2.9 million unamortized balance at December 31, 2004) | | Â | 789 | Â |
Total | | $ | 1,459 | Â |
|
OLCL's operating results for all periods prior to March 31, 2004 have been accounted for on the consolidated method of accounting, and effective April 1, 2004, the Company's ownership interest in OLCL is accounted for using the equity method of accounting.
NOTE 6 — PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net, consist of the following:
| | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
 | |  |  |  | |  |  |  |
Land | | $ | 11,442 | Â | | $ | 1,090 | Â |
Leasehold improvements | | Â | 966 | Â | | Â | 907 | Â |
Machinery and equipment | | Â | 11,579 | Â | | Â | 10,672 | Â |
Office equipment | | Â | 2,306 | Â | | Â | 2,218 | Â |
Automobiles | | Â | 1,079 | Â | | Â | 1,221 | Â |
Geothermal power plants, including geothermal wells: | | Â | Â | Â | |
United States of America | | Â | 420,134 | Â | | Â | 269,108 | Â |
Foreign countries | | Â | 68,489 | Â | | Â | 113,177 | Â |
Asset retirement cost | | Â | 9,656 | Â | | Â | 5,316 | Â |
 | |  | 525,651 |  | |  | 403,709 |  |
Less accumulated depreciation | | Â | (58,825 | )Â | | Â | (59,694 | )Â |
Total | | $ | 466,826 | Â | | $ | 344,015 | Â |
|
Depreciation expenses for the years ended December 31, 2004, 2003 and 2002 amount to $31,729,000, $15,519,000 and $14,115,000, respectively.
U.S. operations:
The net book value of the property, plant and equipment, including construction in process, located in the United States is approximately $ 444,703,000 and $274,465,000 as of December 31, 2004 and 2003, respectively.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Foreign operations:
In 1996, OLCL entered into a Build, Operate, and Transfer ("BOT") agreement with PNOC-Energy Development Corporation ("PNOC") in connection with the geothermal power plants located in Leyte, Philippines. The BOT agreement calls for the Company to design, construct, own, and operate geothermal electricity generating plants, utilizing the geothermal resources of the Leyte Geothermal Power Optimization Project Area. During 1997, the power plants started commercial operations and began selling power to PNOC under a ten year power purchase agreement (tolling arrangement). The Company owns the plants for a ten-year period ending September 2007, at which time they will be transferred to PNOC for no further consideration. As such, the Company's cost is being depreciated over the ten-year period. The net book value of the assets related to the geothermal power plants located in the Philippines amounted to approximately $17,433,000 at December 31, 2003. As further discussed in Note 1, the Company deconsolidated the balance sheet of OLCL as of March 31, 2004.
During 1998, the Company entered into a power purchase agreement with Kenya Power and Lighting Company Limited ("KPLC"). Under the agreement, the Company will design, construct and operate geothermal power plants in Kenya in several phases. Upon the completion of construction of each phase, KPLC is committed to purchase the electricity generated by the power plants for a minimum of 20 years under the terms of the power purchase agreement. Phase I of the Olkaria III project has been completed and the net book value of the assets related to the generation power plant and the related wells amounted to approximately $32,533,000 and $32,722,000 at December 31, 2004 and 2003, respectively. The Company is currently in discussions with the Kenyan government and KPLC regarding, among other things, the construction of Phase II of the Olkaria III project and the provision of certain collateral and government support. The Company must notify KPLC, by April 17, 2005, whether it will proceed to construct Phase II of the Olkaria III project and, if the Company notifies KPLC that it will not proceed with such construction, then the portion of the current power purchase agreement applicable to Phase II of the Olkaria III project will be terminated (but the current portion applicable to Phase I will be unaffected). If the Company fails to provide such notification it will be required to construct Phase II and reach commercial operations by May 31, 2007 in order to avoid the application of financial penalties, or at the latest by April 17, 2008 in order to avoid termination of the entire power purchase agreement. As of December 31, 2004 and 2003, the Company had incurred approximately $20,890,000 and $22,189,000, respectively, (included in construction-in-process) in connection with construction of Phase II of the power plant, which is required to be completed no later than 2007. Management believes that the discussions will be successful and the project will be completed in the required timeframe. If the Company does not proceed with the construction of Phase II, the Company may lose some or all of its investment in the construction-in-process relating to Phase II.
In June 1999, the Company entered into an agreement with Nicaraguan Electricity Company ("NEC") a Nicaraguan power utility, whereby the Company will rehabilitate existing wells, drill new wells, and operate the geothermal facilities. The Company owns the plants for a fifteen-year period ending in 2014, at which time they will be transferred to NEC at no cost. The Company sells the power from the facilities to two power companies who are assignees of NEC at the agreed upon price and terms of the "take or pay" power purchase agreement. The net book value of the assets related to the constructed plant and wells and rehabilitated existing wells amounted to approximately $23,784,000 and $26,087,000 at December 31, 2004 and 2003, respectively. Additionally, as of December 31, 2004 and 2003, the Company has incurred approximately $1,046,000 and $1,103,000, respectively, (included in construction-in-process) to drill an additional well.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is engaged in the construction of several geothermal power plants in other foreign countries. At December 31, 2004 and 2003, such projects were in the early stages of construction and the related costs totaling approximately $2,781,000 and $3,588,000, respectively, have been included as construction-in-process.
NOTE 7 — INTANGIBLE ASSETS
Intangible assets consist of all of the Company's power purchase agreements acquired in business combinations and amounted to $48,930,000 and $32,005,000, net of accumulated amortization of $3,449,000 and $926,000 as of December 31, 2004 and 2003, respectively. Amortization expense for the years ended December 31, 2004, 2003 and 2002 amount to $2,523,000, $524,000, and $362,000, respectively.
Estimated future amortization expense for the intangible assets as of December 31, 2004 is as follows:
| | | | | | |
 | | (dollars in thousands) |
Year ending December 31: | | Â |
2005 | | $ | 2,742 | Â |
2006 | | Â | 2,742 | Â |
2007 | | Â | 2,742 | Â |
2008 | | Â | 2,742 | Â |
2009 | | Â | 2,742 | Â |
Thereafter | | Â | 35,220 | Â |
Total | | $ | 48,930 | Â |
 | |  |  |  |
|
NOTE 8 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
| | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
Trade payables | | $ | 19,523 | Â | | $ | 11,528 | Â |
Scheduling and transmission charges | | Â | 3,970 | Â | | Â | 3,684 | Â |
Royalties | | Â | 1,604 | Â | | Â | 2,570 | Â |
Salaries and other payroll costs | | Â | 4,967 | Â | | Â | 3,854 | Â |
Debt issuance costs | |  | — |  | |  | 1,313 |  |
Accrued interest | | Â | 331 | Â | | Â | 631 | Â |
VAT payable | | Â | 215 | Â | | Â | 306 | Â |
Income tax payable | |  | 2,414 |  | |  | — |  |
Other | | Â | 4,541 | Â | | Â | 3,593 | Â |
Total | | $ | 37,565 | Â | | $ | 27,479 | Â |
|
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 — LONG-TERM DEBT
Long-term debt consists of notes payable under the following agreements:
| | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
Limited and non-recourse agreements: | | Â | Â | Â | | Â | Â | Â |
Non-recourse agreements: | | Â | Â | Â | | Â | Â | Â |
Eximbank Credit Agreement (Term loan) | | $ | — |  | | $ | 19,049 |  |
Ormesa loan | |  | — |  | |  | 15,473 |  |
Beal Bank Credit Agreement | | Â | 150,637 | Â | | Â | 154,500 | Â |
Limited recourse agreement: | | Â | Â | Â | | Â | Â | Â |
Credit facility agreement | | Â | 17,028 | Â | | Â | 19,915 | Â |
 | |  | 167,665 |  | |  | 208,937 |  |
Less current portion | | Â | (8,295 | )Â | | Â | (15,686 | )Â |
 | | $ | 159,370 |  | | $ | 193,251 |  |
 | |  |  |  | |  |  |  |
Full recourse agreements with banks: | | Â | Â | Â | | Â | Â | Â |
Loan one | | $ | 4,000 | Â | | $ | 5,000 | Â |
Loan two | |  | — |  | |  | 4,900 |  |
Loan three | | Â | 3,333 | Â | | Â | 6,667 | Â |
Loan four | |  | — |  | |  | 8,143 |  |
Loan five | |  | — |  | |  | 6,786 |  |
Bridge loan | |  | — |  | |  | 20,000 |  |
Bridge loan two | |  | 20,000 |  | |  | — |  |
Other | | Â | 28 | Â | | Â | 55 | Â |
 | |  | 27,361 |  | |  | 51,551 |  |
Less current portion | | Â | (24,361 | )Â | | Â | (10,490 | )Â |
 | | $ | 3,000 |  | | $ | 41,061 |  |
 | |  |  |  | |  |  |  |
Senior secured notes (non recourse) | | $ | 189,489 |  | | $ | — |  |
Less current portion | |  | (6,090 | ) | |  | — |  |
 | | $ | 183,399 |  | | $ | — |  |
|
Eximbank credit agreement (Term Loan)
In connection with the construction of four geothermal power generation plants, with a total capacity of 49MW in Leyte, Philippines, the subsidiary in the Philipines (which was deconsolidated as from April 1, 2004) obtained a term loan ("Term Loan") amounting to approximately $44.5 million from the Export-Import Bank of the government of the United States ("Eximbank"). Principal is payable in equal quarterly installments through July 2007. Interest on the Term Loan is at a fixed rate of 6.54% and is payable quarterly. The Term Loan is collateralized by a mortgage on all real property, an assignment of revenues, and the pledge of partnership interests in OLCL. There are various covenants under the Term Loan, which include maintaining minimum levels of equity ratio, as defined, and limitations on additional indebtedness and payment of dividends. As of December 31, 2004, management believes the Company was in compliance with the covenants under the Term Loan.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ormesa loan
On December 31, 2002, a wholly owned subsidiary of the Company ("Ormesa LLC"), that owns and operates the Ormesa Complex, entered into a senior secured credit facility agreement ("Ormesa Loan") amounting to $20 million with a bank. On December 31, 2004, Ormesa LLC repaid this loan in its entirety.
Beal Bank Credit Agreement
In December 2003, in connection with the acquisition of the CEC geothermal power plant assets (see Note 2), OrCal Geothermal, Inc. ("OrCal"), a wholly owned subsidiary of the Company, entered into a loan agreement with Beal Bank amounting to $154.5 million. Principal payments range from 0.25% to 3.5% of the outstanding balance and are payable in quarterly payments that commenced in June 2004 and continue through December 2019. Interest payments on the unpaid principal balance commenced in March 2004, and are payable quarterly at a variable rate determined on each anniversary date of the loan as the greater of 7.125% or LIBOR plus 5.125%. The applicable interest rate will increase by 0.5% starting in December 2011. The LIBOR rate as of December 31, 2004 was 3.017%.
The Beal Bank Credit Agreement is collateralized by substantially all of the assets of OrCal and certain OrCal subsidiaries ("OrCal Subsidiaries"). Performance under the Beal Bank Credit Agreement is guaranteed by OrCal and its subsidiaries. Funds held in debt service reserve accounts established under a depository agreement are pledged for the benefit of Beal Bank and have been included in restricted cash in the balance sheet.
There are various restrictive covenants under the Beal Bank Credit Agreement, which include limitations on indebtedness, transactions with related parties and payments of dividends. As of December 31, 2004, management believes that the Company is in compliance with all covenant terms.
During the second quarter of 2004, the OrCal entered into two separate interest rate cap agreements ("Cap Transactions") with two different financial institutions to mitigate the interest rate risk associated with the Beal Bank Credit Agreement. Pursuant to the Cap Transactions, OrCal paid an aggregate of $3,820,000 to the financial institutions providing such interest rate investments. The Cap Transactions are effective as of March 30, 2007 and terminate on March 31, 2011. Pursuant to the terms of the Cap Transactions, the financial institutions providing the cap are required to pay to OrCal the difference between the LIBOR rate and 6.0%, (if LIBOR is greater than 6.0%), times the notional amount, which for each of the contracts will be $67,401,000 on the effective date and reduces each payment period down to $49,633,000 upon termination. As of October 1, 2004, the Cap Transactions qualify for cash flow hedge accounting. The fair value of the Cap Transactions at December 31, 2004 amounted to $1,663,000, and the decrease in the fair value for the period from the initiation of the Cap Transactions through September 30, 2004 of $1,637,000 has been recorded in the consolidated statement of operations as interest expense, while the decrease in the fair value for the period from October 1, 2004 to December 31, 2004 of $520,000, net of related taxes of $198,000 is included as "Loss in respect of derivatives instruments designated for cash flow hedge, net of related taxes" under "Other comprehensive income (loss)". The fair value of the Cap Transactions is the estimated amount that OrCal would currently pay to terminate the transactions at the reporting date, taking into account current interest rates and the current creditworthiness of the counterparties to the agreements.
Credit facility agreement (the Momotombo Project)
In September 2000, Ormat Momotombo Power Company ("OMPC"), a wholly owned subsidiary of the Company, entered into a credit facility agreement with Bank Hapoalim B.M. pursuant to which OMPC executed a two-phase loan with the bank in the amounts of $11,435,000 ("Phase I Loan") and
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
$36,800,000 ("Phase II Loan") (collectively "Credit Facility Agreement"). In March 2003, OMPC signed an amendment to the Credit Facility Agreement changing the amount of the Phase II Loan from $36,800,000 to $15,000,000. Principal and interest payments on the Phase I Loan are payable in 32 equal quarterly payments that commenced upon completion of Phase I of the project in December 2001. Interest on the Phase I Loan is variable based on LIBOR plus 2.375%. Principal and interest payments on the Phase II Loan are payable in equal 28 quarterly payments that commenced in March 2004. Interest on the Phase II Loan is variable based on LIBOR plus 3.0%, and is added to the outstanding balances of the Phase II Loan until the commencement of the principal and interest payments. At December 31, 2004, and 2003, $6,856,000 and $8,046,000, respectively, was outstanding under the Phase I Loan and approximately $10,172,000 and $11,869,000, respectively, was outstanding under the Phase II Loan. The Credit Facility Agreement is collateralized by liens over all real and personal property comprising the Momotombo Project and the Company's ownership interest in OMPC. There are various restrictive covenants under the Credit Facility Agreement, which include maintaining certain levels of debt to equity ratio and debt service coverage ratio, and limitations on additional indebtedness and payment of dividends. As of December 31, 2004, management believes that the Company was in compliance with the covenants under the Credit Facility Agreement.
Loan one
In May 1998, the Company entered into an $8 million loan agreement, with principal payable in $1 million annual installments that commenced in May 2001, and continue through May 2008. Interest is computed at LIBOR plus 1.7%, and is payable annually. The Parent provided a guarantee, whereby in the event that the Company failed to perform its obligation under the loan agreement, the Parent would be required to pay the bank the remaining outstanding balance of the loan. Such guarantee was cancelled on July 15, 2004.
In 2003, the Parent obtained a waiver from the bank with respect to the failure by the Parent in 2001 and 2002 to meet certain financial ratios contained in its guarantee. The Parent provided no consideration for such waiver. The Parent has since been in compliance with the required financial ratios. Management believes the Parent was in compliance with the covenants under this loan agreement.
Loan two
In July 2000, the Company entered into a $5.6 million loan agreement with principal payable in equal semi-annual payments that commenced in January 2003, and continue through July 2010. On July 14, 2004, the Company repaid the loan in full.
Loan three
In March 2001, the Company entered into a $10 million loan agreement, with principal payable in equal quarterly payments that commenced in April 2003, and continue through January 2006. Interest is computed at LIBOR plus a margin as calculated by the bank each quarter (2.6% at December 31, 2004), and is payable quarterly. The Parent has provided a guarantee, whereby in the event that the Company fails to perform its obligation under the loan agreement, the Parent would be required to pay the bank the remaining outstanding balance of the loan. On March 10, 2005, the Company repaid the loan in full.
Loan four
In July 2001, the Company entered into a $9.5 million loan agreement, with principal payable in equal semi-annual payments that commenced in July 2003, and continue through July 2006. On November 21, 2004, the Company repaid the loan in full.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loan five
In July 2001, the Company entered into a $9.5 million loan agreement, with principal payable in equal semi-annual payments that commenced in May 2003, and continue through May 2006. On November 21, 2004, the Company repaid the loan in full.
Bridge loan
During 2003, a wholly owned subsidiary of the Company amended the Bridge Loan by changing the maximum loan amount from $40 million to $20 million. On September 1, 2004, the Company repaid $15 million of the loan. On December 1, 2004, the Company repaid the remaining $5 million balance of the loan. The unutilized line of credit as of December 31, 2004 was valid through February 2, 2005 and was guaranteed by the Parent.
Bridge loan two
In June 2004, the Company entered into a $20 million loan agreement, with principal payable by November 2005. Interest is computed at LIBOR plus 1.45% with principal payable no later than December 31, 2005 and interest payable quarterly. The Parent has provided a guarantee, whereby in the event that the Company fails to perform its obligation under the loan agreement, the Parent would be required to pay the financial institution the remaining outstanding balance of the loan. On February 10, 2005, the Company repaid the loan in full. The unutilized line of credit as of February 10, 2005 and thereafter is valid through December 31, 2005 and is guaranteed by the Parent.
Future minimum payments
Future minimum payments under long-term obligations, excluding the senior secured notes and notes payable to Parent, as of December 31, 2004 are as follows:
| | | | | | |
Year ending December 31: | | (dollars in thousands) |
2005 | | $ | 32,656 | Â |
2006 | | Â | 11,613 | Â |
2007 | | Â | 16,634 | Â |
2008 | | Â | 14,316 | Â |
2009 | | Â | 10,226 | Â |
Thereafter | | Â | 109,581 | Â |
Total | | $ | 195,026 | Â |
|
Senior secured notes
On February 13, 2004, the Company, through Ormat Funding Corporation ("OFC"), a wholly owned subsidiary, completed the issuance of 8¼% senior secured notes (the "Notes") pursuant to an exempt offering under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Offering"), amounting to $190 million, and received net cash proceeds of approximately $179.7 million after deduction of deferred bond issuance costs of approximately $10.3 million, which have been included in deferred financing costs at December 31, 2004. The Notes have a final maturity date of December 30, 2020. Principal and interest on the Notes are payable in semi-annual payments that commenced in June 30, 2004. The Notes are collateralized by substantially all of the assets of OFC and fully and unconditionally guaranteed by all of the wholly owned subsidiaries of OFC, and (with certain exceptions) by all real property, contractual rights, revenues and bank accounts, intercompany notes, certain insurance policies and guarantees of OFC and its subsidiaries. There are various
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
restrictive covenants under the Notes, which include limitations on additional indebtedness and payment of dividends. As of December 31, 2004, management believes that the Company was in compliance with the covenants under the Notes.
The Company may redeem the Notes, in whole or in part, at any time at a redemption price equal to the principal amount of the 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 note agreement, the Company may be required to redeem a portion of the Notes at a redemption price ranging from 100% to 101% of the principal amount of the Notes being redeemed plus accrued interest, premium and liquidated damages, if any.
A registration statement on Form S-4 relating to the Notes was filed with and declared effective by the Securities and Exchange Commission on February 9, 2005. Pursuant to the registration statement, OFC made an offer to the holders of the Notes to exchange them for publicly registered exchange notes with substantially identical terms until March 11, 2005. On March 16, 2005 the exchange offer was completed.
Non-current restricted cash at December 31, 2004 relating to proceeds from the Offering consists of the following:
Galena re-powering construction reserve
As required under the terms of the Notes, the Company was required to set aside approximately $25.8 million ($19.4 million at December 31, 2004) to replace the existing equipment at the Steamboat 1/1A project with more efficient equipment, in order to optimize the geothermal resources available. After such replacement, the Company will rename the Steamboat 1/1A project as the Galena project. The Company expects the re-powering will be complete and the project will achieve commercial operations by the end of 2005.
Also as required under the terms of the Notes, the Company has restricted cash accounts, consisting of the following, which are classified as current on the balance sheet:
Debt service reserve
The Company maintains an account to fund an amount sufficient to pay scheduled debt service amounts, including principal and interest, due under the terms of the Notes in the following six months. As of December 31, 2004, the restricted cash accounts have been replaced by a letter of credit which was issued by the Company on July 1, 2004 and December 30, 2004 in the total amount of approximately $10.8 million (see Note 17).
Revenue reserve
The Company deposits all revenues received into the revenue account. Such amounts are used to pay operating expenses and fund the debt service reserve account, but the funds are only available to the Company upon submission of draw requests by the Company to the bank. As such amounts are not fully unrestricted to use by the Company, they have been classified as restricted in the balance sheets. As of December 31, 2004, the balance of such account was $0.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Future minimum payments under the Notes, as of December 31, 2004 are as follows:
| | | | | | |
Year ending December 31: | | (dollars in thousands) |
2005 | | $ | 6,090 | Â |
2006 | | Â | 9,611 | Â |
2007 | | Â | 8,932 | Â |
2008 | | Â | 7,835 | Â |
2009 | | Â | 9,140 | Â |
Thereafter | | Â | 147,881 | Â |
Total | | $ | 189,489 | Â |
|
Refinancing of the Puna project
The Company intends to refinance the acquisition cost of the Puna project by the first half of 2005. In connection with such refinancing the Company signed a term sheet with an equity investor and it is currently holding negotiations with two financial institutions which the Company expects to provide debt financing part of the contemplated leverage lease financing transaction.
In anticipation of the above refinancing, on December 30, 2004, the Company entered into a treasury rate lock agreement ("Rate Lock Agreement") with a financial institution, at a locked-in treasury rate of 4.2693%, with a notional amount of $52.0 million, and terminating on February 28, 2005 (the "Determination Date"). The rate lock is based on a 10-year treasury security that matures on August 15, 2014. Pursuant to the Rate Lock Agreement, if the base treasury rate on the Determination Date is greater than 4.2693%, the counterparty will be required to pay the Company a floating amount; however, if the base treasury rate is less than 4.2693%, the Company will be required to pay to the counterparty the floating amount. If the base treasury rate equals 4.2693% on the Determination Date, no payment will be required to be made by either party. On February 25, 2005, the Company extended the Rate Lock Agreement until March 31, 2005 (the "New Determination Date") at a new lock-in treasury rate of 4.31%. The extended Rate Lock is based on a 10-year treasury security that matures on February 15, 2015. There was no consideration paid by either party as a result of such extension. Based on treasury rates and the yield curve on December 31, 2004, each 1 basis point difference between the locked-in rate and the base treasury rate equaled approximately $42,000.
NOTE 10 — ASSET RETIREMENT OBLIGATION
The Company adopted SFAS No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets, effective January 1, 2003. Under SFAS No. 143, entities are required to record 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 capping wells and post-closure costs of geothermal 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, an entity settles the obligation for its recorded amount or incurs a gain or loss. On January 1, 2003, the Company recorded a cumulative effect of change in accounting principle of $205,000, net of related tax benefit of $125,000.
The following table presents a reconciliation of the beginning and ending aggregate carrying amount of asset retirement obligation for the years presented below:
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
 | |  |  |  | |  |  |  |
Balance at beginning of year | | $ | 5,737 | Â | | $ | 2,805 | Â |
Change in price estimates | |  | 2,210 |  | |  | — |  |
Liabilities incurred | | Â | 2,130 | Â | | Â | 2,701 | Â |
Accretion expense | | Â | 588 | Â | | Â | 231 | Â |
Balance at end of year | | $ | 10,665 | Â | | $ | 5,737 | Â |
|
During the fourth quarter of 2004, the Company increased the aggregate carrying amount of its asset retirement obligation by $2,210,000. The increase is a result of increased costs associated with drilling rigs, cement and cement services, general manpower, engineering fees and other outside services, since the adoption of SFAS No. 143.
NOTE 11 — STOCK OPTIONS
The 2004 Incentive Compensation Plan
On October 21, 2004, the Company's Board of Directors adopted the 2004 Incentive Compensation Plan ("2004 Incentive Plan"), which provides for the grant of the following types of awards: incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights, stock units, performance awards, phantom stock, incentive bonuses and other possible related dividend equivalents to employees of the Company, directors and independent contractors. Under the 2004 Incentive Plan, a total of 1,250,000 shares of the Company's common stock have been reserved for issuance, all of which could be issued as options or as other forms of awards. On November 10, 2004, the Company granted incentive stock options to purchase 200,000 shares of common stock to employees and non-qualified stock options to purchase 22,500 shares of common stock to non-employee directors at an exercise price of $15 per share, which represented the fair value of the Company's common stock on such date. Such options will expire ten years from the date of grant, with options granted to employees vesting at 25%, 25% and 50%, in year two, three, and four, respectively, after the date of grant, and options granted to non-employee directors vesting immediately upon the filing of a registration statement by the Company on Form S-8 with the Securities and Exchange Commission with respect to the shares of common stock underlying such option grants. The weighted average fair value of each option as of the grant date is $0.96.
The Parent's Stock Option Plans
The Parent has four stock option plans: the 2001 Employee Stock Option Plan, the 2002 Employee Stock Option Plan, the 2003 Employee Stock Option Plan, and the 2004 Employee Stock Option Plan (collectively "the Parent's Plans"). Options under the 2004 Employee Stock Option Plan were granted in April 2004. Under the Parent's 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 Ltd. Options under the Parent's Plans 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. Vested shares may be exercised for up to five years from the date of grant. The maximum aggregate number of shares that may be optioned and sold under the Parent's Plans is determined each year by the board of directors of the Parent, and is equal to the number of options granted during each plan year. None of the options are exercisable or convertible into shares of the Company.
The following table summarizes the status of the Parent's Plans as of and for the periods presented below (shares in thousands):
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | | | | | | | | | | | | | | | |
 | | Year Ended December 31, 2004 | | Year Ended December 31, 2003 | | Year Ended December 31, 2002 |
 | | Shares | | Weighted- Average Exercise Price | | Shares | | Weighted- Average Exercise Price | | Shares | | Weighted- Average Exercise Price |
 | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  |
Outstanding, beginning of year | | Â | 1,930 | Â | | $ | 1.81 | Â | | Â | 1,320 | Â | | $ | 1.86 | Â | | Â | 695 | Â | | $ | 2.26 | Â |
Granted, below fair value | | Â | 651 | Â | | Â | 3.78 | Â | | Â | 710 | Â | | Â | 1.75 | Â | | Â | 693 | Â | | Â | 1.41 | Â |
Exercised | |  | (192 | ) | |  | 1.97 |  | |  | (68 | ) | |  | 2.26 |  | |  | — |  | |  | — |  |
Forfeited | | Â | (27 | )Â | | Â | 2.00 | Â | | Â | (32 | )Â | | Â | 2.00 | Â | | Â | (68 | )Â | | Â | 1.82 | Â |
Outstanding at period end | | Â | 2,362 | Â | | Â | 2.32 | Â | | Â | 1,930 | Â | | Â | 1.81 | Â | | Â | 1,320 | Â | | Â | 1.86 | Â |
Options exercisable at period end | |  | 215 |  | |  | 1.88 |  | |  | 92 |  | |  | 2.26 |  | |  | — |  | |  | — |  |
 | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  |
Weighted-average fair value of options granted during the year | | Â | Â | Â | | $ | 1.73 | Â | | Â | Â | Â | | $ | 0.60 | Â | | Â | Â | Â | | $ | 0.85 | Â |
|
The Company recorded deferred stock compensation for options granted below fair value of $52,000, $14,000 and $149,000 in the years ended December 31, 2004, 2003 and 2002, respectively. These balances represent the difference between the exercise price of the options and the fair market value of the Parent's shares on the date of grant. The deferred stock compensation is being amortized to expense over the vesting period. The amortization of deferred stock compensation for the years ended December 31, 2004, 2003 and 2002 is $61,000, $39,000 and $38,000.
The following table summarizes information about stock options outstanding at December 31, 2004 (shares in thousands):
| | | | | | | | | | | | | | | | | | |
Exercise Prices | | Number of Shares Outstanding | | Weighted-Average Remaining Contractual Life in Years | | Number of Shares Exercisable | | Weighted-Average Remaining Contractual Life in Years |
$1.41 | | Â | 582 | Â | | Â | 2.2 | Â | | Â | 97 | Â | | Â | 2.2 | Â |
1.75 | |  | 699 |  | |  | 3.2 |  | |  | — |  | |  | — |  |
2.26 | | Â | 432 | Â | | Â | 1.1 | Â | | Â | 118 | Â | | Â | 1.1 | Â |
3.78 | |  | 649 |  | |  | 4.3 |  | |  | — |  | |  | — |  |
 | |  | 2,362 |  | |  | 2.8 |  | |  | 215 |  | |  | 1.6 |  |
|
The following table summarizes information about stock options outstanding at December 31, 2003 (shares in thousands):
| | | | | | | | | | | | | | | | | | |
Exercise Prices | | Number of Shares Outstanding | | Weighted-Average Remaining Contractual Life in Years | | Number of Shares Exercisable | | Weighted-Average Remaining Contractual Life in Years |
$1.41 | |  | 656 |  | |  | 3.2 |  | |  | — |  | |  | — |  |
1.75 | |  | 704 |  | |  | 4.2 |  | |  | — |  | |  | — |  |
2.26 | | Â | 570 | Â | | Â | 2.1 | Â | | Â | 92 | Â | | Â | 2.1 | Â |
 | |  | 1,930 |  | |  | 3.2 |  | |  | 92 |  | |  | 2.1 |  |
|
122
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 — POWER PURCHASE AGREEMENTS
U.S. operations:
The Company has various power purchase agreements in the U.S. as follows:
Southern California Edison Company ("SCE")
The Company has two power purchase agreements ("PPAs") with SCE related to the Ormesa Complex and two PPAs related to Heber 1 and 2 project. The PPAs provide for the sale of capacity and energy through their respective terms, with the following expiration dates: Ormesa PPAs expiring in 2017 and 2018, and Heber 1 and 2 PPAs expiring in 2015 and 2023, respectively. Under the PPAs, the Company receives a fixed energy payment through April 30, 2007, and thereafter an energy payment based on SCE's short-run avoided cost ("SRAC"). The PPAs provide for firm capacity and bonus payments established by the contracts and are paid to the Company each month through the contracts' term based on plant performance. Bonus capacity payments are earned based on actual capacity available during certain peak hours.
In connection with the PPAs for the Ormesa project, SCE has expressed its intent not to pay the contract rate for the power supplied under the Ormesa power purchase agreement as a result of the supply of auxiliary power by the GEM 2 and GEM 3 plants to the Ormesa project . The Company expects to resolve the issue through the sale of the GEM 2 and 3 power that was used to supply auxiliary power to Ormesa, to a different offtaker. In the interim period, SCE has tentatively agreed to pay a lower fixed price for such power. The Company cannot evaluate the potential long-term financial impact of a failure to reach a resolution with SCE, among other things because the current contract rates will fluctuate as of May 2007; however, financial loss at the reduced price paid by SCE for the year ending December 31, 2005 may be in the range of $1 million. The Company is currently negotiating with a third party the sale of an additional 10 MW under a long-term PPA.
The temperature of the geothermal resource at the Heber 1 project has declined since the project commenced operations and as a result the project was operating at a level that was close to the minimum performance requirements set forth in its power purchase agreement. In the first quarter of 2005, the Company completed the construction of a pipeline which increased the project's output generation by 2 MW net. As a result of such construction the Company achieved the minimum performance requirements.
Sierra Pacific Power Company ("SPPC") — Nevada
The Company also has six PPAs with SPPC for operating projects; one related to the Brady Power Plant, two related to the Steamboat 1 and 1A Power Plants, one related to the Steamboat Hills Power Plant, and two related to the Steamboat 2 and 3 Power Plants. The PPAs provide for the sale of energy, and for capacity for all power plants except Brady, through their respective terms, with the following expiration dates: Steamboat 1 and 1A expire in 2006 and 2018, Steamboat Hills expires in 2018, and Brady and Steamboat 2 and 3 expire in 2022. Energy payments under the Brady PPA are based on deliveries during specified winter and summer seasons for on-peak, mid-peak, and off-peak times. Energy payments under the Steamboat 1/1A PPAs are based on the monthly average of the California-Oregon Border power market pricing, which is SPPC's adopted SRAC.
Hawaii Electric Light Company ("HELCO")
The Company has a PPA with HELCO related to the Puna project. The PPA provides for monthly energy payments and capacity payments. The energy payments for a portion of the energy delivered are equal to the higher of the SRAC rates for energy in effect for the relevant billing period
123
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
or a fixed rate. The energy payments for a smaller portion of energy to be delivered are equal to an amount based on a fuel rate and a variable operation and maintenance rate, as each are adjusted over the term of the agreement, but which rate will never go below a minimum floor. The Puna project also receives a payment for providing reactive power to HELCO.
Foreign operations:
The Company has power purchase agreements in various foreign countries as follows:
The Olkaria III Project (Kenya)
In connection with the agreement with KPLC (see Note 6), the subsidiary in Kenya, sells power to KPLC at the agreed upon price and terms of a 20-year PPA. Fees are paid each month through the term of the agreement and vary based on plant performance.
The Leyte Project (Philippines)
In connection with the BOT agreement with PNOC (see Note 6), OLCL,the subsidiary in the Philippines (which was deconsolidated as from April 1, 2004) converts the steam delivered by PNOC into electric energy required by the National Power Corporation ("NPC") in accordance with the power purchase agreement between NPC and PNOC during the term of the BOT agreement. OLCL receives capacity and energy fees from PNOC established by the BOT agreement. Fees are paid each month through the term of the BOT agreement and vary based on plant performance.
The Momotombo Project (Nicaragua)
In connection with the agreement with NEC (see Note 6), the subsidiary in Nicaragua sells power to two assignees of NEC at the agreed upon price and terms of a "take or pay" power purchase agreement. Fees are paid each month through the term of the agreement and vary based on plant performance.
Pursuant to the terms of certain of the power purchase agreements, 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 threshold performance requirements, as defined. 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. The Brady and Steamboat 2 and 3 PPAs provide that if the project does not maintain peak period capacity values of at least 85% of those listed in each of their respective contracts, the Company will be obligated to pay liquidated damages to SPPC in amounts ranging from $1.0 million to $1.5 million. If the Ormesa and Heber 1 and 2 projects fail to meet minimum performance requirements, as defined, the respective project may be placed on probation, the capacity of the relevant plant may be permanently reduced and, in such an instance, a refund would be owed from such project to SCE. Each of the projects may also reduce the capacity of the plants upon notice to SCE and after making a specified payment to it. If the Puna project does not meet its minimum capacity performance requirement, such project will be required to pay HELCO $0.0214 per on-peak hour for each kilowatt of deficiency for the first 5 MW of deficiency and $0.0339 per on-peak hour for each kilowatt of deficiency in excess of 5 MW of deficiency. In addition, for each contract year in which the on-peak availability of the facility is less than 95%, unless the deficiency is due to a catastrophic equipment failure, the Puna project is required to pay $8,000 to HELCO for each full percentage point of the deficiency, and if such availability is less than 80%, the Puna project is required to pay $12,000 for each full percentage point of the deficiency. The Company has not and does not currently expect to be obligated to make any material payments under their power purchase agreements.
124
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As required by EITF 01-8 (see Note 1), the Company assessed all PPAs acquired since July 1, 2003, and concluded that all such PPAs related to our Heber 1 and 2, Steamboat 2/3, Steamboat Hills, and Puna projects (see Note 2) contained a lease element requiring lease accounting. Accordingly, revenue related to the lease element of the PPA is presented as "lease portion of energy and capacity" revenue, with the remaining revenue related to the production and delivery of the energy being presented as "energy and capacity" revenue in the consolidated statements of operations. Future minimum lease revenues under PPAs which contain a lease element as of December 31, 2004 were as follows:
| | | | | | |
Year ending December 31: | | (dollars in thousands) |
2005 | | $ | 65,824 | Â |
2006 | | Â | 65,429 | Â |
2007 | | Â | 64,141 | Â |
2008 | | Â | 60,371 | Â |
2009 | | Â | 57,165 | Â |
Thereafter | | Â | 705,844 | Â |
Total | | $ | 1,018,774 | Â |
|
NOTE 13 — INCOME TAXES
Income from continuing operations before provision for income taxes, minority interest, and equity in income of investees consisted of:
| | | | | | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2004 | | 2003 | | 2002 |
 | | (dollars in thousands) |
 | |  |  |  | |  |  |  | |  |  |  |
U.S. | | $ | 8,436 | Â | | $ | 2,263 | Â | | $ | 5,756 | Â |
Non-U.S. (foreign) | | Â | 12,505 | Â | | Â | 15,862 | Â | | Â | 9,773 | Â |
Total | | $ | 20,941 | Â | | $ | 18,125 | Â | | $ | 15,529 | Â |
|
The components of income tax expense (benefit) from continuing operations are as follows:
| | | | | | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2004 | | 2003 | | 2002 |
 | | (dollars in thousands) |
Current: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Federal | | $ | — |  | | $ | — |  | | $ | — |  |
Foreign | | Â | 2,824 | Â | | Â | 446 | Â | | Â | 252 | Â |
 | |  | 2,824 |  | |  | 446 |  | |  | 252 |  |
Deferred: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Federal | | Â | 2,772 | Â | | Â | (1,210 | )Â | | Â | 1,614 | Â |
State | | Â | 86 | Â | | Â | 432 | Â | | Â | 878 | Â |
Foreign | | Â | 927 | Â | | Â | 2,838 | Â | | Â | 3,391 | Â |
 | |  | 3,785 |  | |  | 2,060 |  | |  | 5,883 |  |
Total | | $ | 6,609 | Â | | $ | 2,506 | Â | | $ | 6,135 | Â |
|
The significant components of the deferred income tax expense (benefit) from continuing operations are as follows:
125
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2004 | | 2003 | | 2002 |
 | | (dollars in thousands) |
Deferred tax expense (exclusive of the effect of other components listed below) | | $ | 7,360 | Â | | $ | 5,233 | Â | | $ | 9,846 | Â |
Benefit of operating loss carryforwards—US | |  | (3,575 | ) | |  | (1,643 | ) | |  | (3,573 | ) |
Utilization (benefit) of operating loss carryforwards—Israel | |  | 796 |  | |  | 1,019 |  | |  | (1,248 | ) |
Change in valuation allowance | | Â | (796 | )Â | | Â | (1,019 | )Â | | Â | 1,248 | Â |
Benefit of investment tax credits | |  | — |  | |  | (1,530 | ) | |  | (390 | ) |
Total | | $ | 3,785 | Â | | $ | 2,060 | Â | | $ | 5,883 | Â |
|
The difference between the U.S. federal statutory tax rate and the Company's effective rate are as follows:
| | | | | | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2004 | | 2003 | | 2002 |
U.S. federal statutory tax rate | | Â | 34.0 | %Â | | Â | 34.0 | %Â | | Â | 34.0 | %Â |
State income taxes, net of federal benefit | | Â | 0.3 | Â | | Â | 1.7 | Â | | Â | 2.5 | Â |
Effect of foreign income tax, net | | Â | (2.4 | )Â | | Â | (7.0 | )Â | | Â | (6.1 | )Â |
Valuation allowance—Israel | |  | — |  | |  | (5.6 | ) | |  | 8.0 |  |
Investment tax credits | |  | — |  | |  | (8.4 | ) | |  | (2.5 | ) |
Other, net | | Â | (0.3 | )%Â | | Â | (0.9 | )Â | | Â | 3.6 | Â |
Effective tax rate | | Â | 31.6 | %Â | | Â | 13.8 | %Â | | Â | 39.5 | %Â |
|
The net deferred tax assets and liabilities consist of the following:
| | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
Deferred tax assets (liabilities): | | Â | Â | Â | | Â | Â | Â |
Net foreign deferred taxes, primarily depreciation | | $ | (8,454 | )Â | | $ | (11,032 | )Â |
Depreciation | | Â | (20,121 | )Â | | Â | (11,704 | )Â |
Net operating loss carryforwards—U.S. | |  | 10,920 |  | |  | 7,345 |  |
Net operating loss carryforwards—Israel | |  | — |  | |  | 6,028 |  |
Investment tax credits | | Â | 1,971 | Â | | Â | 1,971 | Â |
Accrued liabilities and other | | Â | 1,361 | Â | | Â | 73 | Â |
 | | $ | (14,323 | ) | | $ | (7,319 | ) |
Valuation allowance | |  | — |  | |  | (6,567 | ) |
Total | | $ | (14,323 | )Â | | $ | (13,886 | )Â |
|
Realization of the deferred tax assets and investment tax credits is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Although realization is not assured, management believes it is more likely than not that the deferred tax asset at December 31, 2004 will be realized.
At December 31, 2004, the Company had U.S. federal net operating loss ("NOL") carryforwards of approximately $30.0 million and $20.7 million, respectively and state NOL carryforwards of approximately $20.8 million and $7.3 million, respectively, available to reduce future taxable income, which expire between 2021 and 2024 for federal NOLs and between 2023 and 2024 for state NOLs. The investment tax credits in the amount of $2.0 million at December 31, 2004 carry over indefinitely until utilized.
126
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Through June 30, 2004, the Company had net operating loss carryforwards related to its Israeli operations, which were carved out from the Parent, of approximately $14.0 million available to reduce future taxable income, which could be carried over indefinitely until utilized. Further, despite the fact that the net operating losses carryforward indefinitely, there is currently uncertainty as to the Israeli tax laws related to establishing limitations on the use of net operating losses. In addition, there are uncertainties as to the ability to transfer those losses from the Parent. Due to these uncertainties, management believed that it was not more likely than not that such net operating loss carryforwards will be utilized. Subsequent to July 1, 2004, it was determined that the losses could not be transferred, therefore, the deferred tax assets in respect of the Parent's net operating loss carryforwards and the valuation allowance relating to such deferred tax assets were removed.
The total amount of undistributed earnings of foreign subsidiaries for income tax purposes was approximately $40 million at December 31, 2004. 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.
Income taxes related to foreign operations
The Philippines — From OLCL's inception in 1996 to September 2003, OLCL, an 80% owned subsidiary (which was deconsolidated as of April 1, 2004) with operations in the Philippines, had an income tax holiday. Subsequent to September 2003, OLCL is subject to the Philippines regular corporate income tax rate of 32%. The tax holiday, assuming a tax rate of 32%, had the effect of reducing tax expense by $0, $798,000 and $1,978,000 and increasing net income per share by $0, $0.03 and $0.09 for the years ended December 31, 2004, 2003 and 2002, respectively.
Israel — The Company's operations in Israel through OSL are taxed at the regular corporate tax rate of 36% in 2002 and 2003, 35% in 2004, 34% in 2005, 33% in 2006 and 32% in 2007 and thereafter. However, under the Israeli Law for the Encouragement of Capital Investments, some of the operations of OSL have been granted "Approved Enterprise" status under expansion plans of 1996 and 2003, whereby income from the Approved Enterprise, which is determined as the increase of revenues in a particular year compared to those of the program's determined base year (1995 and 2002, respectively), will be exempt from taxes for two years commencing in the first year OSL generates taxable income, which for OSL has not commenced yet, and at a reduced tax rate of 25% for the remaining five years. The Approved Enterprise status plans of 1996 and 2003 expire in 2010 and 2017, respectively.
Other significant foreign countries — The Company's operations in Nicaragua and Kenya are taxed at the rates of 25% and 40%, respectively.
NOTE 14 — BUSINESS SEGMENTS
The Company has two reporting segments that are aggregated based on similar products, market and operating factors: electricity and products segments. Such segments are managed and reported separately as each offers different products and serves different markets. The electricity segment is engaged in the sale of electricity pursuant to power purchase agreements. The products segment is engaged in the manufacture, including design and development, of turbines and power units for the supply of electrical energy and in the associated construction of power plants utilizing the power units manufactured by the Company to supply energy from geothermal fields and other alternative energy sources. Transfer prices between the operating segments were determined on current market values or cost plus markup of the seller's business segment.
127
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summarized financial information concerning the Company's reportable segments is shown in the following tables:
| | | | | | | | | | | | | | |
 | | Electricity | | Products | | Consolidated |
 | | (dollars in thousands) |
Year ended December 31, 2004: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Net revenues from external customers | | $ | 158,831 | Â | | $ | 60,399 | Â | | $ | 219,230 | Â |
Intersegment revenues | |  | — |  | |  | 13,045 |  | |  | 13,045 |  |
Depreciation and amortization expense | | Â | 36,443 | Â | | Â | 665 | Â | | Â | 37,108 | Â |
Operating income | | Â | 55,895 | Â | | Â | 6,549 | Â | | Â | 62,444 | Â |
Segment assets at year end | | Â | 812,816 | Â | | Â | 37,272 | Â | | Â | 850,088 | Â |
Expenditures for long-lived assets | | Â | 213,255 | Â | | Â | 817 | Â | | Â | 214,072 | Â |
Year ended December 31, 2003: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Net revenues from external customers | | $ | 77,752 | Â | | $ | 41,688 | Â | | $ | 119,440 | Â |
Intersegment revenues | |  | — |  | |  | 7,130 |  | |  | 7,130 |  |
Depreciation and amortization expense | | Â | 15,969 | Â | | Â | 650 | Â | | Â | 16,619 | Â |
Operating income | | Â | 20,390 | Â | | Â | 5,100 | Â | | Â | 25,490 | Â |
Segment assets at year end | | Â | 519,173 | Â | | Â | 23,965 | Â | | Â | 543,138 | Â |
Expenditures for long-lived assets | | Â | 276,266 | Â | | Â | 386 | Â | | Â | 276,652 | Â |
Year ended December 31, 2002: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Net revenues from external customers | | $ | 65,491 | Â | | $ | 20,138 | Â | | $ | 85,629 | Â |
Intersegment revenues | |  | — |  | |  | 10,157 |  | |  | 10,157 |  |
Depreciation and amortization expense | | Â | 13,780 | Â | | Â | 697 | Â | | Â | 14,477 | Â |
Operating income | | Â | 21,971 | Â | | Â | (1,744 | )Â | | Â | 20,227 | Â |
Segment assets at year end | | Â | 260,181 | Â | | Â | 27,197 | Â | | Â | 287,378 | Â |
Expenditures for long-lived assets | | Â | 76,568 | Â | | Â | 207 | Â | | Â | 76,775 | Â |
|
Reconciling information between reportable segments and the Company's consolidated totals is shown in the following table:
| | | | | | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2004 | | 2003 | | 2002 |
 | | (dollars in thousands) |
Revenues: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Total segment revenues | | $ | 219,230 | Â | | $ | 119,440 | Â | | $ | 85,629 | Â |
Intersegment revenues | | Â | 13,045 | Â | | Â | 7,130 | Â | | Â | 10,157 | Â |
Elimination of intersegment revenues | | Â | (13,045 | )Â | | Â | (7,130 | )Â | | Â | (10,157 | )Â |
Total consolidated revenues | | $ | 219,230 | Â | | $ | 119,440 | Â | | $ | 85,629 | Â |
Operating income: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Operating income | | $ | 62,444 | Â | | $ | 25,490 | Â | | $ | 20,227 | Â |
Interest expenses, net | | Â | (41,469 | )Â | | Â | (7,513 | )Â | | Â | (5,570 | )Â |
Non-operating income and other, net | | Â | (34 | )Â | | Â | 148 | Â | | Â | 872 | Â |
Total consolidated income from continuing operations beforeincome taxes, minority interest, and equity in income of investees | | $ | 20,941 | Â | | $ | 18,125 | Â | | $ | 15,529 | Â |
|
Business segments according to geographical location: 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 table presents certain data by geographic area:
128
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2004 | | 2003 | | 2002 |
 | | (dollars in thousands) |
Revenues from external customers attributable to: (1) | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
North America | | $ | 137,124 | Â | | $ | 52,534 | Â | | $ | 33,557 | Â |
Pacific Rim | | Â | 50,362 | Â | | Â | 10,340 | Â | | Â | 4,502 | Â |
Latin America | | Â | 13,548 | Â | | Â | 25,016 | Â | | Â | 18,459 | Â |
Africa | | Â | 10,142 | Â | | Â | 12,171 | Â | | Â | 9,236 | Â |
Far East | | Â | 4,569 | Â | | Â | 17,793 | Â | | Â | 17,937 | Â |
Europe | | Â | 3,485 | Â | | Â | 1,586 | Â | | Â | 1,938 | Â |
Consolidated total | | $ | 219,230 | Â | | $ | 119,440 | Â | | $ | 85,629 | Â |
|
| |
(1) | Revenues as reported in the geographic area in which they originate |
| | | | | | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 | | 2002 |
 | | (dollars in thousands) |
Long-lived assets (primarily power plants and related assets) relating to continuing operations located in: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
North America | | $ | 509,037 | Â | | $ | 314,296 | Â | | $ | 77,617 | Â |
Latin America | | Â | 26,938 | Â | | Â | 30,778 | Â | | Â | 31,333 | Â |
Africa | | Â | 53,423 | Â | | Â | 54,911 | Â | | Â | 56,182 | Â |
Far East | | Â | 571 | Â | | Â | 17,433 | Â | | Â | 22,078 | Â |
Europe | | Â | 1,837 | Â | | Â | 1,563 | Â | | Â | 1,788 | Â |
Consolidated total | | $ | 591,806 | Â | | $ | 418,981 | Â | | $ | 188,998 | Â |
|
The following table presents revenues from major customers:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
 | | Year ended December 31, |
 | | 2004 | | 2003 | | 2002 |
 | | Revenues | | % | | Revenues | | % | | Revenues | | % |
 | | (dollars in thousands) | |  | | (dollars in thousands) | |  | | (dollars in thousands) | |  |
Revenues from major customers: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Customer A (1) | | $ | 90,808 | Â | | Â | 41 | Â | | $ | 32,458 | Â | | Â | 27 | Â | | $ | 21,845 | Â | | Â | 26 | Â |
Customer B (2) | |  | 31,058 |  | |  | 14 |  | |  | 10,318 |  | |  | 9 |  | |  | — |  | |  | — |  |
Customer C (1) | | Â | 3,096 | Â | | Â | 1 | Â | | Â | 12,620 | Â | | Â | 11 | Â | | Â | 15,593 | Â | | Â | 18 | Â |
Customer D (1) | | Â | 11,886 | Â | | Â | 5 | Â | | Â | 11,617 | Â | | Â | 10 | Â | | Â | 9,221 | Â | | Â | 11 | Â |
Customer E (1) | | Â | 28,298 | Â | | Â | 13 | Â | | Â | 11,389 | Â | | Â | 10 | Â | | Â | 9,606 | Â | | Â | 11 | Â |
Customer F (1) | | Â | 9,908 | Â | | Â | 5 | Â | | Â | 9,669 | Â | | Â | 8 | Â | | Â | 9,225 | Â | | Â | 11 | Â |
|
| |
(1) | Revenues reported in electricity segment |
| |
(2) | Revenues reported in products segment |
NOTE 15 — TRANSACTIONS WITH RELATED ENTITIES
Transactions between the Company and the related entities during the years presented below and balances as of the dates presented below, other than those disclosed elsewhere in these financial statements, approximated:
129
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | | | |
 | | Year Ended December 31, |
 | | 2004 | | 2003 | | 2002 |
 | | (dollars in thousands) |
Transactions | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Property rental fee expense paid to Parent | | $ | 627 | Â | | $ | 627 | Â | | $ | 627 | Â |
Interest expense on note payable to Parent | | $ | 9,723 | Â | | $ | 1,874 | Â | | $ | 1,068 | Â |
Guarantee fees to Parent | | $ | 548 | Â | | $ | 709 | Â | | $ | 783 | Â |
Corporate financial, administrative and executive services provided to Parent | | $ | 120 | Â | | $ | 120 | Â | | $ | 120 | Â |
|
| | | | | | | | | | |
 | | December 31, |
 | | 2004 | | 2003 |
 | | (dollars in thousands) |
Balances | | Â | Â | Â | | Â | Â | Â |
Due from Orzunil | | $ | 149 | Â | | $ | 145 | Â |
Due from subsidiaries of Parent | | $ | 1,899 | Â | | $ | 1,794 | Â |
|
The Company has an agreement with the Parent whereby, for a fee, the Parent maintains certain standby letters of credit on behalf of the Company. During the years ended December 31, 2004, 2003 and 2002, the fees under the agreement totaled approximately $548,000, $709,000 and $783,000, respectively.
The current liability due to Parent at December 31, 2004 and 2003 of $18,484,000 and $151,000, 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%, however not less than the change in the Israeli Consumer Price Index plus 4%, compounded quarterly, and is accrued and paid to the Parent annually.
Notes payable to Parent
In 2003, the Company entered into a loan agreement with the Parent, which was further amended on September 20, 2004 ("Parent Loan Agreement") pursuant to which the Company may borrow from the Parent up to $150 million in one or more advances. Interest accrues on the unpaid principal of the loan amount at a rate per annum of the Parent's average effective interest plus 0.3% (7.5% during 2004 and 2003). The principal and interest on the Parent Loan Agreement are payable in varying amounts through the loan due date of June 2010. The outstanding balance of such loan at December 31, 2004 and 2003 was $143,187,000 (including current portion of $22,047,000) and $126,339,000, respectively. As further discussed in Note 1, on June 29, 2004, $20 million outstanding under the Parent Loan Agreement was converted to 1,160,714 shares of $0.001 par value common stock of the Company.
In 2003, the Company entered into a NIS 240 million non-interest bearing note agreements with the Parent. Principal is payable upon demand at any time after November 2007, but no later than December 2009. The loan is subordinated to all other liabilities of the Company. In accordance with the terms of such note, the Company will not be required to repay any amount in excess of $50,669,000 (using the exchange rate existing on the date of such note). As of December 31, 2004 the ceiling of $50,669,000 is effective.
Future minimum payments under the notes payable to Parent (excluding the non-interest bearing note) as of December 31, 2004 are as follows:
130
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | |
Year ending December 31: | | (dollars in thousands) |
2005 | | $ | 22,047 | Â |
2006 | | Â | 31,647 | Â |
2007 | | Â | 31,646 | Â |
2008 | | Â | 31,647 | Â |
2009 | | Â | 16,600 | Â |
Thereafter | | Â | 9,600 | Â |
 | | $ | 143,187 |  |
|
Reimbursement agreement
On July 15, 2004, the Company entered into a reimbursement agreement with its Parent pursuant to which the Company agreed to reimburse its Parent for: (i) any draws made on any standby letter of credits issued by the Parent for the benefit of the Company; and (ii) any payments made under any guarantee provided by the Parent for the benefit of the Company. Interest on any amounts owing pursuant to the reimbursement agreement is payable at a rate per annum equal to the Parent's average effective cost of funds plus 0.3% in U.S. dollars.
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. In addition, the Company will be required to file a registration statement on Form S-3 to register for sale of its common stock that are or have been acquired by directors, officer and employees of the Parent upon the exercise of the options granted to them by the Parent. 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, officer and employees against liability that may result from their sale of the Company's common stock, including Securities Act liabilities.
NOTE 16 — EMPLOYEE BENEFIT PLAN
401(k) Plan
Prior to July 1, 2002, the Company had a Simple IRA ("IRA Plan") plan covering substantially all employees of the Company, ages 21 or older, with minimum service requirements. The Company contributed 2% of the eligible employees' compensation for the year, and $6,000 to the plan for the six-month period ended June 30, 2002. On July 1, 2002 the Company discontinued making contributions to the IRA Plan, as the Company exceeded the maximum number of employees allowed for such a plan due to the purchase of the Ormesa Project. Any amounts remaining in the IRA Plan will continue to be invested, and earnings applied to the participating employees' accounts. All contributions after July 1, 2002 are made into the Company's 401(k) plan, discussed below.
On July 1, 2002 the Company established a 401(k) Plan (the "Plan") for the benefit of its employees. Employees of the Company 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 $185,000, $83,000 and $46,000 for the years ended December 31, 2004, 2003 and 2002.
131
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Severance plan
The Company, through OSL, 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 calculation of the benefit obligation. The liabilities for these plans are accounted for under the guidance of EITF Issue No. 88-1, Determination of Vested Benefit Obligation for a Defined Benefit Pension Plan, 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 on the balance sheet as "Liability 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 $10,503,000 and $9,440,000 at December 31, 2004 and 2003, of which $9,187,000 and $8,227,000 was restricted, respectively, and has been presented on the balance sheet as part of "Deposits and other". 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, 2004, 2003 and 2002 were $537,000, $511,000 and $456,000, respectively, which includes losses (income) amounting to $(122,000) $65,000 and $8,000, respectively, generated from the regular deposits and amounts accrued in severance funds.
NOTE 17 — 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. Royalties expense under the geothermal resource agreements were $4,716,000, $2,283,000 and $572,000 for the years ended December 31, 2004, 2003 and 2002, 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 and other financial guarantees obtained by the Parent and issued on behalf of the Company totaling $25,794,000 and $19,736,000 at December 31, 2004 and 2003, respectively. Management does not expect any material losses to result from these off-balance-sheet instruments because performance is not expected to be required, and, therefore, is of the opinion that the fair value of these instruments is zero.
LOC Agreement
On June 30, 2004, a subsidiary of the Company entered into a letter of credit and loan agreement ("LOC Agreement") with a bank pursuant to which the bank agreed to issue one or more letters of credit aggregating to $15 million. The LOC Agreement expires on June 30, 2007, which shall be extended for successive one-year periods unless notice is provided by either the Company or the bank to the contrary. In the event that the bank is required to pay on a letter of credit drawn by the beneficiary thereof, such letter of credit converts into a loan, bearing interest at LIBOR plus 4.0%, to be repaid in equal installments at the end of each of the next four quarters. There are various restrictive covenants in the LOC Agreement, which include maintaining certain levels of tangible net
132
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
worth, leverage ratio, and minimum coverage ratio. At December 31, 2004 the Company was in compliance with the covenants under the LOC Agreement. On July 1, 2004, a letter of credit amounting to $8,125,000 and on July 6, 2004, another letter of credit amounting to $3,644,000 were issued under the LOC Agreement, which have been used to replace cash on deposit in reserve funds that were used as a pledge against the OFC Notes and the Beal Bank Credit Agreement. The amount on one of the letters of credit was increased by $2,674,000 on December 30, 2004.
Grants and royalties
The Company, through OSL, has historically, through December 31, 2003, requested and received grants for research and development from the Office of the Chief Scientist of the Israeli Government. OSL 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 such grants, and amounted to $1,883,000, $1,171,000 and $700,000 for the years ended December 31, 2004, 2003 and 2002, respectively. The Company is not liable for royalties if the Company does not sell the respective products. Such royalties are capped at the amount of the grants received plus interest at LIBOR, and the cap at December 31, 2004 and 2003, amounted to $5,617,000 and $7,166,000, respectively, of which approximately $1,165,000 and $825,000 of the cap, respectively, increases based on the LIBOR rate, as defined.
In addition, OSL is obligated to pay royalties to an unaffiliated entity at 2% of its domestic sales up to a cumulative amount of $9.25 million, and royalties at a rate of 0.2% of revenues on the next $5.4 million related to a certain technology that is not currently being utilized. However, no royalties will be paid after 30 years have elapsed from the completion of the related project. OSL has not derived any revenues from this technology to date, nor have any royalties been paid to date.
Employment agreements
The Company has employment agreements with four of its senior executive officers, the terms of which expire at various times through June 2008. Such agreements provide for monthly or annual base salary amounts, as well as for bonus and other benefits. The aggregate commitment for future salaries at December 31, 2004, excluding bonuses and benefits, was approximately $1.7 million.
Such executives are also entitled to change in control payments, whereby, if within three years following the occurrence of a change in control, the Company terminates the employee or the employee terminates his or her employment for good reason, as defined, or if, within 180 days following a change in control, the employee terminates his or her employment, the Company is required to pay 24 months of such employee's monthly base salary at the time of the change in control, plus unpaid and accrued base salary and bonuses. The aggregate of 24 months of these executive's base salary, excluding bonuses and benefits, as of December 31, 2004 approximated $0.9 million.
Contingencies
In response to an order issued by a California State Court of Appeals, the California Public Utilities Commission ("CPUC"), has commenced an administrative proceeding in order to address short run avoided cost ("SRAC") pricing for Qualifying Facilities for the period spanning from December 2000 to March 2001. The court directed that the CPUC modify SRAC pricing on a retroactive basis to the extent that the CPUC determined that SRAC prices were not sufficiently "accurate" or "correct." On February 15, 2005, the CPUC issued a draft decision affirming that SRAC priced during the disputed period were corrected and compliant with the Public Utility Regulated Policies Act ("PURPA") requirements and that no retroactive adjustments are warranted. Comments on the draft may be filed and a final decision from the CPUC could happen in late March or early
133
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 2005. If the SRAC prices charged during the period in question were determined by the CPUC to not be "accurate" or "correct," retroactive price adjustments could be required for any of the Company's Qualifying Facilities in California whose payments are tied to SRAC pricing, including the Heber 1, Mammoth and Ormesa projects. Currently it is not possible to predict the outcome of such proceedings; however, any retroactive price adjustment required to be made in relation to any of the Company's projects may require such projects to make refund payments or charge less for future sales, which could materially and adversely effect the business, the financial condition, future results and cash flow of the Company.
Steamboat Geothermal LLC ("SG") is party to litigation related to a dispute over amounts owed to the plaintiffs under certain operating agreements. SG has initiated settlement discussions with the plaintiff and the Company believes that any outcome will not have a material impact on the Company's results of operations.
The Company is a defendant in various other legal suits in the ordinary course of business. It is the opinion of the Company's management that the expected outcome of these matters, individually or in the aggregate, will not have a material effect on the results of operations and financial condition of the Company.
Certain of the Company's projects are subject to contested Federal Energy Regulatory Commission ("FERC") rulings whereby an adverse outcome could result in a refund of a portion of previous revenues and/or a reduction in future revenues from those projects. The outcome of this matter cannot be predicted at this time.
134
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18 — QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
 | | Three Months Ended |
 | | March 31, 2003 | | June 30, 2003 | | Sept. 30, 2003 | | Dec. 31, 2003 | | March 31, 2004 | | June 30, 2004 | | Sept. 30, 2004 | | Dec. 31, 2004 |
 | | (dollars in thousands, except per share amounts) |
Revenues: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Electricity Segment | | $ | 17,604 | Â | | $ | 18,047 | Â | | $ | 21,494 | Â | | $ | 20,607 | Â | | $ | 33,459 | Â | | $ | 36,756 | Â | | $ | 48,803 | Â | | $ | 39,813 | Â |
Products Segment | | Â | 7,812 | Â | | Â | 8,210 | Â | | Â | 10,907 | Â | | Â | 14,759 | Â | | Â | 14,146 | Â | | Â | 15,345 | Â | | Â | 14,480 | Â | | Â | 16,428 | Â |
 | |  | 25,416 |  | |  | 26,257 |  | |  | 32,401 |  | |  | 35,366 |  | |  | 47,605 |  | |  | 52,101 |  | |  | 63,283 |  | |  | 56,241 |  |
Cost of revenues: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Electricity Segment | | Â | 10,148 | Â | | Â | 12,017 | Â | | Â | 10,837 | Â | | Â | 13,724 | Â | | Â | 19,390 | Â | | Â | 21,222 | Â | | Â | 25,063 | Â | | Â | 24,067 | Â |
Products Segment | | Â | 6,317 | Â | | Â | 3,989 | Â | | Â | 8,973 | Â | | Â | 10,215 | Â | | Â | 11,328 | Â | | Â | 11,794 | Â | | Â | 10,908 | Â | | Â | 12,306 | Â |
 | |  | 16,465 |  | |  | 16,006 |  | |  | 19,810 |  | |  | 23,939 |  | |  | 30,718 |  | |  | 33,016 |  | |  | 35,971 |  | |  | 36,373 |  |
Gross margin | | Â | 8,951 | Â | | Â | 10,251 | Â | | Â | 12,591 | Â | | Â | 11,427 | Â | | Â | 16,887 | Â | | Â | 19,085 | Â | | Â | 27,312 | Â | | Â | 19,868 | Â |
 | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  |
Operating expenses: | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Research and development | | Â | 439 | Â | | Â | 432 | Â | | Â | 325 | Â | | Â | 195 | Â | | Â | 302 | Â | | Â | 900 | Â | | Â | 351 | Â | | Â | 622 | Â |
Selling and marketing | | Â | 1,367 | Â | | Â | 1,299 | Â | | Â | 2,342 | Â | | Â | 2,079 | Â | | Â | 1,854 | Â | | Â | 2,092 | Â | | Â | 1,649 | Â | | Â | 2,174 | Â |
General and administrative | | Â | 2,057 | Â | | Â | 1,996 | Â | | Â | 1,632 | Â | | Â | 3,567 | Â | | Â | 2,332 | Â | | Â | 2,887 | Â | | Â | 2,776 | Â | | Â | 3,614 | Â |
Gain on sale of geothermal resource | |  | — |  | |  | — |  | |  | — |  | |  | — |  | |  | — |  | |  | — |  | |  | — |  | |  | (845 | ) |
Operating income | | Â | 5,088 | Â | | Â | 6,524 | Â | | Â | 8,292 | Â | | Â | 5,586 | Â | | Â | 12,399 | Â | | Â | 13,206 | Â | | Â | 22,536 | Â | | Â | 14,303 | Â |
 | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  | |  |  |  |
Other income (expense): | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â | | Â | Â | Â |
Interest income | | Â | 109 | Â | | Â | 190 | Â | | Â | 217 | Â | | Â | 91 | Â | | Â | 244 | Â | | Â | 187 | Â | | Â | 64 | Â | | Â | 821 | Â |
Interest expense | | Â | (1,720 | )Â | | Â | (2,115 | )Â | | Â | (2,277 | )Â | | Â | (2,008 | )Â | | Â | (8,523 | )Â | | Â | (10,952 | )Â | | Â | (11,737 | )Â | | Â | (11,573 | )Â |
Foreign currency translation and transaction loss | | Â | (114 | )Â | | Â | (37 | )Â | | Â | (66 | )Â | | Â | (99 | )Â | | Â | (321 | )Â | | Â | (76 | )Â | | Â | (192 | )Â | | Â | 443 | Â |
Other non-operating income | | Â | 133 | Â | | Â | 145 | Â | | Â | 48 | Â | | Â | 138 | Â | | Â | (24 | )Â | | Â | 169 | Â | | Â | 76 | Â | | Â | (109 | )Â |
Income from continuing operations before income taxes, minority interest and equity in income of investees | | Â | 3,496 | Â | | Â | 4,707 | Â | | Â | 6,214 | Â | | Â | 3,708 | Â | | Â | 3,775 | Â | | Â | 2,534 | Â | | Â | 10,747 | Â | | Â | 3,885 | Â |
Income tax provision | | Â | (1,397 | )Â | | Â | (776 | )Â | | Â | (2,134 | )Â | | Â | 1,801 | Â | | Â | (1,479 | )Â | | Â | (478 | )Â | | Â | (4,197 | )Â | | Â | (455 | )Â |
Minority interest in earnings of subsidiaries | |  | (201 | ) | |  | (198 | ) | |  | (161 | ) | |  | 41 |  | |  | (108 | ) | |  | — |  | |  | — |  | |  | — |  |
Equity in income of investees | | Â | 89 | Â | | Â | 99 | Â | | Â | 106 | Â | | Â | 265 | Â | | Â | 549 | Â | | Â | 1,486 | Â | | Â | 213 | Â | | Â | 1,319 | Â |
Income before cumulative effect of change in accounting principle | | Â | 1,987 | Â | | Â | 3,832 | Â | | Â | 4,025 | Â | | Â | 5,815 | Â | | Â | 2,737 | Â | | Â | 3,542 | Â | | Â | 6,763 | Â | | Â | 4,749 | Â |
Cumulative effect of change in accounting principle (net of tax benefit of $124,740) | |  | (205 | ) | |  | — |  | |  | — |  | |  | — |  | |  | — |  | |  | — |  | |  | — |  | |  | — |  |
Net income | | $ | 1,782 | Â | | $ | 3,832 | Â | | $ | 4,025 | Â | | $ | 5,815 | Â | | $ | 2,737 | Â | | $ | 3,542 | Â | | $ | 6,763 | Â | | $ | 4,749 | Â |
Net income per share—basic and diluted | | $ | 0.08 |  | | $ | 0.17 |  | | $ | 0.17 |  | | $ | 0.25 |  | | $ | 0.12 |  | | $ | 0.15 |  | | $ | 0.28 |  | | $ | 0.19 |  |
Weighted average number of shares | | Â | 23,214 | Â | | Â | 23,214 | Â | | Â | 23,214 | Â | | Â | 23,214 | Â | | Â | 23,214 | Â | | Â | 23,239 | Â | | Â | 24,375 | Â | | Â | 24,969 | Â |
|
135
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19 — SUBSEQUENT EVENTS (UNAUDITED)
On December 9, 2004, the Company received a purchase order in the amount of $16.9 million for the supply of 102 remote power units for communication and cathodic protection along a pipeline of the Sakhalin Island in the Russian Federation. The order remained subject to final approval by the customer, which was received on January 28, 2005.
On January 4, 2005, through a newly established project subsidiary, the Company entered into a 25-year power purchase agreement ("PPA") with Basin Electric Power Corporation, according to which the Company will supply approximately 22 MW from recovered energy generation power plants. The power plants are to be constructed between 15 and 18 months from the effectiveness of the PPA. The power plants will be constructed on gas compressor stations along a Natural Gas pipeline in North and South Dakota. The PPA has not yet become effective and is subject to certain conditions.
On February 14, 2005, two of the Company's subsidiaries entered into a contract for the supply and engineering procurement of a geothermal power plant on Sao Miguel Island in the Azores in the total amount of Euro 19.2 million (approximately $25 million).
On March 22, 2005, by a unanimous written consent of the Board of Directors, the Company declared, approved and authorized the payment of an additional dividend of $0.03 per share, on account of fourth quarter profits, to all issued and outstanding shares of common stock of the Company on April 4, 2005, payable on April 18, 2005.
136
| |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| |
ITEM 9A. | DISCLOSURE CONTROLS AND PROCEDURES |
| |
a. | Evaluation of disclosure controls and procedures |
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities and Exchange Act of 1934, as amended, as of the end of the period covered by this annual report. The evaluation included certain control areas in which we have made, and are continuing to make, changes to improve and enhance controls. Based on that evaluation as of December 31, 2004, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective to ensure that the information required to be disclosed by us in this annual report on Form 10-K was recorded, processed, summarized and reported accurately and within the time periods specified within the SEC's rules and instructions for Form 10-K. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.
| |
b. | Changes in internal controls over financial reporting |
There were no changes in our internal controls over financial reporting in the fourth quarter of 2004 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
Recently, we began to enhance our documentation and further analyze our system of internal controls. We have initially identified areas of our internal controls requiring improvement, and are in the process of designing enhanced processes and controls to address issues identified through this review. An area of improvement includes enhancing and streamlining our domestic and international financial reporting procedures. We plan to continue this initiative, as well as prepare for our first management report on internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, on December 31, 2005.
| |
ITEM 9B. | OTHER INFORMATION |
None
137
PART III
ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this Item in addition to that below is incorporated by reference herein from the Company's definitive 2005 Proxy Statement.
Directors and Executive Officers Information
The following table sets forth the name, age and positions of our directors, executive officers, persons who are executive officers of certain of our subsidiaries who perform policy making functions for us:
| | | | | | | | | | |
Name | | Age | | Position |
Lucien Bronicki | | 70 | | Chairman of the Board of Directors; Chief Technology Officer(3) |
Yehudit "Dita" Bronicki | | 63 | | Chief Executive Officer; President; Director(2) |
Yoram Bronicki | | 38 | | Chief Operating Officer—North America; Director (1) |
Joseph Tenne | | 49 | | Chief Financial Officer*(4) |
Lisa Kidron | | 41 | | Vice President of Financial Controls* |
Nadav Amir | | 54 | | Executive Vice President—Engineering, * |
Hezy Ram | | 55 | | Executive Vice President—Business Development, North America** |
Joseph Shiloah | | 59 | | Executive Vice President—Marketing and Sales, Rest of the World* |
Zvi Reiss | | 54 | | Executive Vice President—Project Management* |
Aaron Choresh | | 59 | | Vice President—Operations Rest of the World and Product Support* |
Zvi Krieger | | 49 | | Vice President—Geothermal Engineering* |
Etty Rosner | | 49 | | Vice President—Contract Administrator; Corporate Secretary* |
Connie Stechman | | 49 | | Vice President |
 | |
Independent Directors: | | Â | | Â |
Dan Falk | | 60 | | Independent Director (3) |
Edward R. Muller | | 52 | | Independent Director (1) |
Jacob J. Worenklein | | 56 | | Independent Director (2) |
|
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*Â | Performs the functions described in the table, but is employed by Ormat Systems. |
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**Â | Performs the functions described in the table, but is employed by Ormat Nevada. |
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(1) | Denotes Class I Director — Term expiring at 2005 Annual Shareholders Meeting |
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(2) | Denotes Class II Director — Term expiring at 2006 Annual Shareholders Meeting |
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(3) | Denotes Class III Director — Term expiring at 2007 Annual Shareholders Meeting |
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(4)Â | Mr. Tenne was appointed Chief Financial Officer on March 9, 2005. |
Lucien Bronicki.    Lucien Bronicki is the Chairman of our Board of Directors, a position he has held since our inception in 1994, and is also our Chief Technology Officer, effective as of July 1, 2004. Mr. Bronicki co-founded Ormat Turbines Ltd. in 1965 and is the Chairman of the Board of Directors of Ormat Industies, the publicly-traded successor to Ormat Turbines Ltd., and various of its subisidiaries. Since 1992, Mr. Bronicki has been the Chairman of the Board of Directors of Bet Shemesh Engines, a manufacturer of jet engines, and of OPTI Canada Inc. Since 1997, Mr. Bronicki has been the Chairman of the Board of Bet Shemesh Holdings, Mr. Bronicki is also the Chairman of the Board of Directors of Orad Hi-Tec Systems Ltd., a manufacturer of image processing systems, and
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was the Co-Chairman of Orbotech Ltd., a NASDQ-listed manufacturer of equipment for inspecting and imaging circuit boards and display panels. Mr. Bronicki has worked in the power industry since 1958. He is a member of the Executive Council of the Weizmann Insitutute of Science and chairs the Israeli Committee of the World Energy Council. Yehudit Bronicki and Lucien Bronicki are married. Mr. Bronicki obtained a postgraduate degree in Nuclear Engineering from Conservatoire National des Arts et Metiers in 1958 and a Master of Science in Physics from Universite de Paris in 1958 and a Master of Science in Mechanical Engineering from Ecole Nationale Superieure d'Ingenieurs Arts et Metiers in 1957.
Yehudit "Dita" Bronicki.    Yehudit "Dita" Bronicki is our Chief Executive Officer, effective as of July 1, 2004, and is also a member of our Board of Directors and our President, positions she has held since our inception in 1994, and was our Secretary from 1994 through November 2004. Mrs. Bronicki is also the President of Ormat Systems, effective as of July 1, 2004. Mrs. Bronicki was also a co-founder of Ormat Turbines Ltd. and is a member of the Board of Directors and the General Manager (a CEO-equivalent position) of Ormat Industries, the publicly-traded successor to Ormat Turbines Ltd., and various of its subsidiaries. Since 1992, Mrs. Bronicki has also been a director of Bet Shemesh Engines. Mrs. Bronicki is also a member of the Board of Directors of OPTI Canada Inc., and of Orbotech Ltd., a NASDAQ-listed manufacturer of equipment for inspecting and imaging circuit boards and display panels. From 1994 to 2001, Mrs. Bronicki was on the Advisory Board of the Bank of Israel. Mrs. Bronicki has worked in the power industry since 1965. Yehudit Bronicki and Lucien Bronicki are married. Mrs. Bronicki obtained a Bachelor of Arts in Social Sciences from Hebrew University in 1965.
Yoram Bronicki.    Yoram Bronicki is our Chief Operating Officer, North America, effective as of July 1, 2004. Mr. Bronicki is also a member of the Board of Directors of Ormat Industries, a position he has held since 2001, and a member of the Board of Directors of OPTI Canada Inc. Mr. Bronicki was appointed a director of Ormat Technologies, Inc. as of November 12, 2004. From 2001 to 2004, Mr. Bronicki was Vice President of OPTI Canada Inc. From 1999 to 2001, he was Project Manager of Ormat Industries and Ormat International. From 1996 to 1999, he was Project Manager of Ormat Industries, and from 1995 to 1996, he was Project Engineer of Ormat Industries. Mr. Bronicki is the son of Lucien and Yehudit Bronicki. Mr. Bronicki obtained a Bachelor of Science in Mechanical Engineering from Tel Aviv University in 1989 and a Certificate from the Technion Insitute of Management Senior Executives Program.
Joseph Tenne.    Effective on March 9, 2005, Mr. Joseph Tenne was appointed Chief Financial Officer of the Company. From 2003 to 2004, Mr. Tenne was the Chief Financial Officer of Treofan Germany GmbH & Co. KG, a German company. From 1997 until 2003, Mr. Tenne was a partner in Kesselman & Kesselman, Certified Public Accountants in Israel (a member firm of PricewaterhouseCoopers International Limited). Mr. Tenne is also a member of the Board of Directors of AudioCodes Ltd., a NASDAQ-listed company. Mr. Tenne obtained a Master of Business Administration from Tel Aviv University in 1987 and a Bachelor of Arts in Accounting and Economics from Tel Aviv University in 1981. Mr. Tenne is a Certified Public Accountant in Israel.
Lisa Kidron.    Effective on March 9, 2005, and in connection with the appointment of Joseph Tenne as the new Chief Financial Officer for the Company, Lisa Kidron ceased serving as the Company's Chief Financial Officer and assumed the position of Vice President of Financial Controls. Ms. Kidron performed the functions of Chief Financial Officer of Ormat Systems from July 1, 2004 to March 9, 2005. Ms. Kidron is the Chief Financial Officer of Ormat Industries, a position she has held since 2002. From 2000 to 2002, Ms. Kidron was Chief Financial Officer at MUL-T-LOCK Ltd. and from 1999 to 2000, Ms. Kidron was Chief Financial Officer at MUL-T-LOCK Technologies Ltd. Ms. Kidron served as a director on the boards of various subsidiaries within the MUL-T-LOCK group from 1999 to 2002. Until 1999, Ms. Kidron was a senior manager in the accounting firm Kost-Forrer & Gabai (Ernst & Young, Global Services). Ms. Kidron obtained an L.L.M. Degree in Law from Bar-Ilan University in 2002, a Bachelor of Arts in Accounting from Tel Aviv University in 1994, a Master of Science in Industrial Engineering from Ben Gurion University in 1987 and a Bachelor of Science in Computer Science and Mathematics from Rutgers University in 1985.
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Nadav Amir.    Nadav Amir performs the function of our Executive Vice President of Engineering, effective as of July 1, 2004. From 2001 through June 30, 2004, Mr. Amir was Executive Vice President of Engineering of Ormat Industries, from 1993 to 2001, he was Vice President of Engineering of Ormat Industries, from 1988 to 1993, he was Manager of Engineering of Ormat Industries, from 1984 to 1988, he was Manager of Product Engineering of Ormat Industries, and from 1983 to 1984, he was Manager of Research and Development of Ormat Industries. Mr. Amir obtained a Bachelor of Science in Aeronautical Engineering from Technion Haifa in 1972.
Hezy Ram.    Hezy Ram performs the function of our Executive Vice President of Business Development in North America, a position he has held since January 1, 2004. From 1999 through December 31, 2003, Mr. Ram was Vice President of Business Development of Ormat Industries. Mr. Ram obtained a Master of Business Administration from Hebrew University in 1978, a Master of Science in Mechanical Engineering from Ben Gurion University in 1977 and a Bachelor of Science in Mechanical Engineering from Ben Gurion University in 1975.
Joseph Shiloah.    Joseph Shiloah performs the function of our Executive Vice President of Marketing and Sales, Rest of the World, effective as of July 1, 2004. From 2001 through June 30, 2004, Mr. Shiloah was the Executive Vice President of Marketing and Sales at Ormat Industries, from 1989 to 2000, he was Vice President of Marketing and Sales of Ormat Industries, from 1983 to 1989, he was Vice President of Special Projects of Ormat Turbines Ltd., from 1984 to 1989, he was Operating Manager of the Solar Pond project of Solmat Systems Ltd., a subsidiary of Ormat Turbines Ltd., and from 1981 to 1983, he was Project Administrator of the Solar Pond power plant project of Ormat Turbines Ltd. and Solmat Systems Ltd. Mr. Shiloah obtained a Bachelor of Arts in Economics from Hebrew University in 1972.
Zvi Reiss.    Zvi Reiss performs the function of our Executive Vice President of Project Management, effective as of July 1, 2004. From 2001 through June 30, 2004, Mr. Reiss was the Executive Vice President of Project Management of Ormat Industries, from 1995 to 2000, he was Vice President of Project Management of Ormat Industries and, from 1993 to 1994, he was Director of Projects of Ormat Industries. Mr. Reiss obtained a Bachelor of Science in Mechanical Engineering from Ben Gurion University in 1975.
Aaron Choresh.    Aaron Choresh performs the function of our Vice President of Operations and Product Support, Rest of the World, effective as of July 1, 2004. From 1999 through June 30, 2004, Mr. Choresh was the Vice President of Operations and Product Support of Ormat Industries, from 1993 to 1998, he was the Director of Operations and Product Support of Ormat Industries, from 1991 to 1992, he was Manager of Project Engineering and Product Support, and from 1989 to 1990, he was Manager of Project Engineering of Ormat Industries. Mr. Choresh obtained a Bachelor of Science in Electrical Engineering from Technion Haifa in 1982.
Zvi Krieger.    Zvi Krieger performs the function of our Vice President of Geothermal Engineering, effective as of July 1, 2004. From 2001 through June 30, 2004, Mr. Krieger was the Vice President of Geothermal Engineering of Ormat Industries. Mr. Krieger has been with Ormat Industries since 1981 and served as Application Engineer, Manager of System Engineering, Director of New Technologies Business Development and Vice President of Geothermal Engineering. Mr. Krieger obtained a Bachelor of Science in Mechanical Engineering from the Technion, Israel Institute of Technology in 1980.
Etty Rosner.    Etty Rosner performs the function of our Corporate Secretary, effective as of July 1, 2004. Ms. Rosner is also the Corporate Secretary of Ormat Industries, a position she has held since 1991, and Vice President of Contract Management of Ormat Industries, a position she has held since 1999. From 1991 to 1999, Ms. Rosner was Contract Administrator Manager and Corporate Secretary and from 1981 to 1991, she was the Manager of the Export Department and Office Administrative Manager. Ms. Rosner obtained a Diploma in General Management from Tel Aviv University in 1990.
Connie Stechman.    Connie Stechman is our Vice President, a position she has held since our inception in 1994. Prior to joining Ormat Technologies, Inc., Ms. Stechman worked for an
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international public accounting firm. Ms. Stechman is a Certified Public Accountant and obtained a Bachelor of Science in Business and Concentration Accounting from California State University, Sacramento, in 1977.
Dan Falk.    Dan Falk was appointed as a director of Ormat Technologies, Inc. as of November 12, 2004. Mr. Falk is also a member of the Board of Directors of Orbotech Ltd., Nice Systems Ltd., Attunity Ltd., ClickSoftware Technologies Ltd. and Jacada Ltd, all NASDAQ publicly traded companies. In addition, Mr. Falk serves as a member of the Board of Directors of the following public non-US companies: Dor Chemicals Ltd., Visionix Ltd., Orad Hi-Tech Systems Ltd., Dmatek Ltd., and Poalim Ventures I Ltd. From 2001 to 2004, Mr. Falk was a business consultant to several public and private companies. From 1999 to 2000, Mr. Falk was Chief Operating Officer and Chief Exeuctive Officer of Sapiens International NV. From 1995 to 1999, Mr. Falk was an Executive Vice President of Orbotech Ltd. From 1985 to 1995, Mr. Falk was Vice President of Finance and Chief Financial Officer of Orbot Systems Ltd. and of Orbotech Ltd. Mr. Falk obtained a Master of Business Administration from Hebrew University in 1972 and a Bachelor of Arts in Economics and Political Science from Hebrew University in 1968. Mr. Falk is the Chair of Ormat Technologies, Inc.'s Audit Committee. The Board of Ormat Technologies, Inc. has determined that Mr. Falk qualifies as an Audit Committee "financial expert" under Section 407 of the Sarbanes-Oxley Act of 2002 and Item 401(h) of Regulation S-K, and is "independent" as that term is used in Item 7(d)(3)(IV) of Schedule 14A under the Securities Exchange Act of 1934.
Edward R. Muller.    Edward Muller was appointed a director of Ormat Technolgies, Inc. as of November 12, 2004. Mr. Muller is also a member of the Board of Directors of GlobalSantaFe Corp. and The Keith Companies, Inc. Since 2000, Mr. Muller has been a private investor. From 1993 to 2000, Mr. Muller was President and Chief Executive Officer of Edison Mission Energy, a wholly owned subsidiary of Edison International. During his tenure, Edison Mission Energy was engaged in developing, owning and operating independent power production facilities worldwide. From 1999 to 2000, Mr. Muller was Deputy Chairman of the Board of Directors of Contact Energy Ltd., a New Zealand electric generation company partially owned by Edison Mission Energy. Mr. Muller obtained a Bachelor of Arts in History from Dartmouth College in 1973 and a Juris Doctor in Law from Yale Law School in 1976.
Jacob J. Worenklein.    Jacob Worenklein was appointed a director of Ormat Technologies, Inc. as of November 12, 2004. Mr. Worenklein is also President and Chief Executive Officer of US Power Generating Company. From 1998 to 2003, he was Managing Director and Global Head of Project and Sectorial Finance for Societe Generale and, from 1996 to 1998, he was Managing Director and Head of Project Finance, Export Finance and Commodities for the Americas, for Societe Generale. Prior to joining Societe Generale in 1996, Mr. Worenklein was Managing Director and Global Head of Project Finance at Lehman Brothers and prior thereto was a partner and member of the executive committee of the law firm of Milbank, Tweed, Hadley & McCloy LLP, where he founded and headed the firm's power and project finance practice. Mr. Worenkein served as Adjunct Professor of Finance at New York University and is a trustee of the Committee for Economic Development and a member of the Council on Foreign Relations. He is a member of the Board of Directors and Audit Committee of CDC Globeleq, an affiliate of the UK's Commonwealth Development Corporation. Mr. Worenklein obtained a Bachelor of Arts from Columbia College in 1970 and a Juris Doctor and Master of Business Administration from New York University in 1973.
Audit Committee
We are a listed issuer, as defined in Sec. 240.10A-3 of Regulation S-K, and have a separately designated audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, composed of independent directors as required by Section 303A.07 of the NYSE Listed Company Manual. The members of such committee are Dan Falk (Chair), Edward Muller and Jacob Worenklein, who are also independent directors of our company, as defined in Section 303A.02 of the NYSE Listed Company Manual.
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ITEM 11.    EXECUTIVE COMPENSATION
The information required under this item is incorporated by reference herein from the Company's definitive 2005 Proxy Statement.
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ITEM 12. | SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
The information required under this item is incorporated by reference herein from the Company's definitive 2005 Proxy Statement.
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required under this item is incorporated by reference herein from the Company's definitive 2005 Proxy Statement.
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required under this item is incorporated by reference herein from the Company's definitive 2005 Proxy Statement.
PART IV
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ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K |
(a) (1)Â Â Â List of Financial Statements
See Index to Financial Statements at Item 8 of this annual report.
(2)Â Â Â List of Financial Statement Schedules
All applicable schedules information is included in our Financial Statements at Item 8 of this annual report.
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(c)Â | EXHIBIT INDEX |
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Exhibit No. | | Document |
3.1 | | Second Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
3.2 | | Second Amended and Restated By-laws, incorporated by reference to Exhibit 3.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
4.1 | | Form of Common Share Stock Certificate, incorporated by reference to Exhibit 4.1 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
4.2 | | Form of Preferred Share Stock Certificate, incorporated by reference to Exhibit 4.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
4.3 | | Form of Rights Agreement by and between Ormat Technologies, Inc. and American Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
10.1 | | Financing Agreements |
10.1.1 | | Foreign Currency Loan Agreement, dated June 1, 2004, between Ormat Technologies, Inc. and United Mizrahi Bank LTD., incorporated by reference to Exhibit 10.1.1 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.1.2 | | Amended and Restated Bridge Loan Agreement, dated October 2, 2003, by and between Ormat Nevada, Inc. and Bank Leumi USA, incorporated by reference to Exhibit 10.1.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.3 | | Credit Facility Agreement, dated September 5, 2000, between Ormat Momotombo Power Company and Bank Hapoalim B.M., incorporated by reference to Exhibit 10.1.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.4 | | Credit Agreement, dated as of December 31, 2002, among ORMESA LLC, United Capital, a division of Hudson United Bank and the Lenders party to such agreement from time to time, incorporated by reference to Exhibit 10.1.4 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.5 | | Credit Agreement, dated as of December 18, 2003, among OrCal Geothermal Inc. and Beal Bank, S.S.B. and the financial institutions party thereto from time to time, incorporated by reference to Exhibit 10.1.5 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.6 | | Credit Agreement, dated May 13, 1996, between Ormat-Leyte and Export-Import Bank of the United States, incorporated by reference to Exhibit 10.1.6 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
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Exhibit No. | | Document |
10.1.7 | | Indenture, dated February 13, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC and Union Bank of California, incorporated by reference to Exhibit 10.1.7 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.8 | | First Supplemental Indenture, dated May 14, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC and Union Bank of California, incorporated by reference to Exhibit 10.1.8 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.9 | | Loan Agreement, dated October 1, 2003, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.9 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.10 | | Amendment No. 1 to Loan Agreement, dated September 20, 2004, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.10 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.11 | | Capital Note, dated December 22, 2003, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.11 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.12 | | Amendment to Capital Note, dated September 20, 2004, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.12 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.13 | | Guarantee Fee Agreement, dated January 1, 1999, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.13 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.14 | | Reimbursement Agreement, dated July 15, 2004, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.14 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.15 | | Services Agreement, dated July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd., incorporated by reference to Exhibit 10.1.15 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.16 | | Letter of Credit and Loan Agreement, dated June 30, 2004, by and between Ormat Nevada, Inc., and Hudson United Bank, incorporated by reference to Exhibit 10.1.16 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
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Exhibit No. | | Document |
10.1.17 | | First Amendment to Letter of Credit and Loan Agreement, dated June 30, 2004, by and between Ormat Nevada, Inc., and Hudson United Bank, incorporated by reference to Exhibit 10.1.17 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
10.1.18 | | Subordination Agreement, dated June 30, 2004, by and between Ormat Technologies, Inc. and Hudson United Bank, incorporated by reference to Exhibit 10.1.16 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
10.2 | | Purchase Agreements incorporated by reference to Exhibit 10.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.2.1 | | Purchase and Sale Agreement, dated April 22, 2004, by and among Constellation Power, Inc. and Cosi Puna, Inc. and ORNI 8 LLC and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.2.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.2.2 | | Purchase Agreement, dated July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd., incorporated by reference to Exhibit 10.2.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3 | | Power Purchase Agreements incorporated by reference to Exhibit 10.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.1 | | Power Purchase Contract, dated July 18, 1984, between Southern California Edison Company and Republic Geothermal, Inc., incorporated by reference to Exhibit 10.3.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.2 | | Amendment No. 1, to the Power Purchase Contract, dated December 23, 1988, between Southern California Edison Company and Ormesa Geothermal, incorporated by reference to Exhibit 10.3.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.3 | | Power Purchase Contract, dated June 13, 1984, between Southern California Edison Company and Ormat Systems, Inc., incorporated by reference to Exhibit 10.3.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.4 | | Power Purchase and Sales Agreement, dated as of August 26, 1983, between Chevron U.S.A. Inc. and Southern California Edison Company, incorporated by reference to Exhibit 10.3.4 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.5 | | Amendment No. 1, to Power Purchase and Sale Agreement, dated as of December 11, 1984, between Chevron U.S.A. Inc., HGC and Southern California Edison Company, incorporated by reference to Exhibit 10.3.5 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
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Exhibit No. | | Document |
10.3.6 | | Settlement Agreement and Amendment No. 2, to Power Purchase Contract, dated August 7, 1995, between HGC and Southern California Edison Company, incorporated by reference to Exhibit 10.3.6 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.7 | | Power Purchase Contract dated, April 16, 1985, between Southern California Edison Company and Second Imperial Geothermal Company, incorporated by reference to Exhibit 10.3.7 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.8 | | Amendment No. 1, dated as of October 23, 1987, between Southern California Edison Company and Second Imperial Geothermal Company, incorporated by reference to Exhibit 10.3.8 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.9 | | Amendment No. 2, dated as of July 27, 1990, between Southern California Edison Company and Second Imperial Geothermal Company, incorporated by reference to Exhibit 10.3.9 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.10 | | Amendment No. 3, dated as of November 24, 1992, between Southern California Edison Company and Second Imperial Geothermal Company, incorporated by reference to Exhibit 10.3.10 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.11 | | Amended and Restated Power Purchase and Sales Agreement, dated December 2, 1986, between Mammoth Pacific and Southern California Edison Company, incorporated by reference to Exhibit 10.3.11 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.12 | | Amendment No. 1, to Amended and Restated Power Purchase and Sale Agreement, dated May 18, 1990, between Mammoth Pacific and Southern California Edison Company, incorporated by reference to Exhibit 10.3.12 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.13 | | Power Purchase Contract, dated April 15, 1985, between Mammoth Pacific and Southern California Edison Company, incorporated by reference to Exhibit 10.3.13 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.14 | | Amendment No. 1, dated as of October 27, 1989, between Mammoth Pacific and Southern California Edison Company, incorporated by reference to Exhibit 10.3.14 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.15 | | Amendment No. 2, dated as of December 20, 1989, between Mammoth Pacific and Southern California Edison Company, incorporated by reference to Exhibit 10.3.15 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
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Exhibit No. | | Document |
10.3.16 | | Power Purchase Contract, dated April 16, 1985, between Southern California Edison Company and Santa Fe Geothermal, Inc., incorporated by reference to Exhibit 10.3.16 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.17 | | Amendment No. 1, to Power Purchase Contract, dated October 25, 1985, between Southern California Edison Company and Mammoth Pacific, incorporated by reference to Exhibit 10.3.17 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.18 | | Amendment No. 2, to Power Purchase Contract, dated December 20, 1989, between Southern California Edison Company and Pacific Lighting Energy Systems, incorporated by reference to Exhibit 10.3.18 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.19 | | Interconnection Facilities Agreement, dated October 20, 1989, by and between Southern California Edison Company and Mammoth Pacific, incorporated by reference to Exhibit 10.3.19 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.20 | | Interconnection Facilities Agreement, dated October 13, 1985, by and between Southern California Edison Company and Mammoth Pacific (II), incorporated by reference to Exhibit 10.3.20 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.21 | | Interconnection Facilities Agreement, dated October 20, 1989, by and between Southern California Edison Company and Pacific Lighting Energy Systems, incorporated by reference to Exhibit 10.3.21 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.22 | | Interconnection Agreement, dated August 12, 1985, by and between Southern California Edison Company and Heber Geothermal Company incorporated by reference to Exhibit 10.3.22 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.23 | | Plant Connection Agreement for the Heber Geothermal Plant No.1, dated, July 31, 1985, by and between Imperial Irrigation District and Heber Geothermal Company incorporated by reference to Exhibit 10.3.23 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.24 | | Plant Connection Agreement for the Second Imperial Geothermal Company Power Plant No.1, dated, October 27, 1992, by and between Imperial Irrigation District and Second Imperial Geothermal Company incorporated by reference to Exhibit 10.3.24 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.25 | | IID-SIGC Transmission Service Agreement for Alternative Resources, dated, October 27, 1992, by and between Imperial Irrigation District and Second Imperial Geothermal Company incorporated by reference to Exhibit 10.3.25 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
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147
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Exhibit No. | | Document |
10.3.26 | | Plant Connection Agreement for the Ormesa Geothermal Plant, dated October 1, 1985, by and between Imperial Irrigation District and Ormesa Geothermal incorporated by reference to Exhibit 10.3.26 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.27 | | Plant Connection Agreement for the Ormesa IE Geothermal Plant, dated, October 21, 1988, by and between Imperial Irrigation District and Ormesa IE incorporated by reference to Exhibit 10.3.27 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.28 | | Plant Connection Agreement for the Ormesa IH Geothermal Plant, dated, October 3, 1989, by and between Imperial Irrigation District and Ormesa IH incorporated by reference to Exhibit 10.3.28 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.29 | | Plant Connection Agreement for the Geo East Mesa Limited Partnership Unit No. 2, dated, March 21, 1989, by and between Imperial Irrigation District and Geo East Mesa Limited Partnership incorporated by reference to Exhibit 10.3.29 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.30 | | Plant Connection Agreement for the Geo East Mesa Limited Partnership Unit No. 3, dated, March 21, 1989, by and between Imperial Irrigation District and Geo East Mesa Limited Partnership incorporated by reference to Exhibit 10.3.30 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.31 | | Transmission Service Agreement for the Ormesa I, Ormesa IE and Ormesa IH Geothermal Power Plants, dated, October 3, 1989, between Imperial Irrigation District and Ormesa Geothermal incorporated by reference to Exhibit 10.3.31 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.32 | | Transmission Service Agreement for the Geo East Mesa Limited Partnership Unit No. 2, dated, March 21, 1989, by and between Imperial Irrigation District and Geo East Mesa Limited Partnership incorporated by reference to Exhibit 10.3.32 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.33 | | Transmission Service Agreement for the Geo East Mesa Limited Partnership Unit No. 3, dated, March 21, 1989, by and between Imperial Irrigation District and Geo East Mesa Limited Partnership incorporated by reference to Exhibit 10.3.33 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.34 | | IID-Edison Transmission Service Agreement for Alternative Resources, dated, September 26, 1985, by and between Imperial Irrigation District and Southern California Edison Company incorporated by reference to Exhibit 10.3.34 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
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148
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Exhibit No. | | Document |
10.3.35 | | Plant Amendment No. 1, to IID-Edison Transmission Service Agreement for Alternative Resources, dated, August 25, 1987, by and between Imperial Irrigation District and Southern California Edison Company incorporated by reference to Exhibit 10.3.35 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.36 | | Leyte Optimization Project BOT Agreement, dated August 4, 1995, by and between PNOC-Energy Development Corporation and Ormat Inc. incorporated by reference to Exhibit 10.3.36 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.37 | | First Amendment to Leyte Optimization Project BOT Agreement, dated February 29, 1996, by and between PNOC-Energy Development Corporation and Ormat Leyte Co. Ltd. incorporated by reference to Exhibit 10.3.37 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.38 | | Second Amendment to Leyte Optimization Project BOT Agreement, dated April 1, 1996, by and between PNOC-Energy Development Corporation and Ormat Leyte Co. Ltd. incorporated by reference to Exhibit 10.3.38 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.39 | | Agreement Addressing Renewable Energy Pricing and Payment Issues, dated June 15, 2001, by and between Second Imperial Geothermal Company QFID No. 3021 and Southern California Edison Company incorporated by reference to Exhibit 10.3.39 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.40 | | Amendment No. 1 to Agreement Addressing Renewable Energy Pricing and Payment Issues, dated November 30, 2001, by and between Second Imperial Geothermal Company QFID No. 3021 and Southern California Edison Company incorporated by reference to Exhibit 10.3.40 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.41 | | Agreement Addressing Renewable Energy Pricing and Payment Issues, dated June 15, 2001, by and between Heber Geothermal Company QFID No. 3001 and Southern California Edison Company incorporated by reference to Exhibit 10.3.41 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.42 | | Amendment No. 1 to Agreement Addressing Renewable Energy Pricing and Payment Issues, dated November 30, 2001, by and between Heber Geothermal Company QFID No. 3001 and Southern California Edison Company incorporated by reference to Exhibit 10.3.42 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.43 | | Energy Services Agreement, dated February 2003, by and between Imperial Irrigation District and ORMESA, LLC incorporated by reference to Exhibit 10.3.43 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
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149
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Exhibit No. | | Document |
10.3.44 | | Purchase Power Contract, dated March 24, 1986, by and between Hawaii Electric Light Company and Thermal Power Company incorporated by reference to Exhibit 10.3.44 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.45 | | Firm Capacity Amendment to Purchase Power Contract, dated July 28, 1989, by and between Hawaii Electric Light Company and Puna Geothermal Venture incorporated by reference to Exhibit 10.3.45 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.46 | | Amendment to Purchase Power Contract, dated October 19, 1993, by and between Hawaii Electric Light Company and Puna Geothermal Venture incorporated by reference to Exhibit 10.3.46 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.47 | | Third Amendment to the Purchase Power Contract, dated March 7, 1995, by and between Hawaii Electric Light Company and Puna Geothermal Venture incorporated by reference to Exhibit 10.3.47 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.48 | | Performance Agreement and Fourth Amendment to the Purchase Power Contract, dated February 12, 1996, by and between Hawaii Electric Light Company and Puna Geothermal Venture incorporated by reference to Exhibit 10.3.48 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.49 | | Agreement to Design 69 KV Transmission Lines, a Substation at Pohoiki, Modifications to Substations at Puna and Kaumana, and a Temporary 34.5 Facility to Interconnect PGV's Geothermal Electric Plant with HELCO's System Grid (Phase II and III), dated June 7, 1990, by and between Hawaii Electric Light Company and Puna Geothermal Venture incorporated by reference to Exhibit 10.3.49 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4 | | Leases incorporated by reference to Exhibit 10.4 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.1 | | Ormesa BLM Geothermal Resources Lease CA 966 incorporated by reference to Exhibit 10.4.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.2 | | Ormesa BLM License for Electric Power Plant Site CA 24678 incorporated by reference to Exhibit 10.4.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.3 | | Geothermal Resources Mining Lease, dated February 20, 1981, by and between the State of Hawaii, as Lessor, and Kapoho Land Partnership, as Lessee incorporated by reference to Exhibit 10.4.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
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150
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Exhibit No. | | Document |
10.4.4 | | Geothermal Lease Agreement, dated October 20, 1975, by and between Ruth Walker Cox and Betty M. Smith, as Lessor, and Gulf Oil Corporation, as Lessee incorporated by reference to Exhibit 10.4.4 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.5 | | Geothermal Lease Agreement, dated August 1, 1976, by and between Southern Pacific Land Company, as Lessor, and Phillips Petroleum Company, as Lessee incorporated by reference to Exhibit 10.4.5 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.6 | | Geothermal Resources Lease, dated November 18, 1983, by and between Sierra Pacific Power Company, as Lessor, and Geothermal Development Associates, as Lessee incorporated by reference to Exhibit 10.4.6 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.7 | | Lease Agreement, dated November 1, 1969, by and between Chrisman B. Jackson and Sharon Jackson, husband and wife, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.7 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.8 | | Lease Agreement, dated September 22, 1976, by and between El Toro Land & Cattle Co., as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.8 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.9 | | Lease Agreement, dated February 17, 1977, by and between Joseph L. Holtz, as Lessor, and Chevron U.S.A. Inc., as Lessee incorporated by reference to Exhibit 10.4.9 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.10 | | Lease Agreement, dated March 11, 1964, by and between John D. Jackson and Frances Jones Jackson, also known as Frances J. Jackson, husband and wife, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.10 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.11 | | Lease Agreement, dated February 16, 1964, by and between John D. Jackson, conservator for the estate of Aphia Jackson Wallan, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.11 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.12 | | Lease Agreement, dated March 17, 1964, by and between Helen S. Fugate, a widow, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.12 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
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151
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Exhibit No. | | Document |
10.4.13 | | Lease Agreement, dated February 16, 1964, by and between John D. Jackson and Frances J. Jackson, husband and wife, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.13 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.14 | | Lease Agreement, dated February 20, 1964, by and between John A. Straub and Edith D. Straub, also known as John A. Straub and Edythe D. Straub, husband and wife, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.14 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.4.15 | | Lease Agreement, dated July 1, 1971, by and between Marie L. Gisler and Harry R. Gisler, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.15 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.4.16 | | Lease Agreement, dated February 28, 1964, by and between Gus Kurupas and Guadalupe Kurupas, husband and wife, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.16 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.4.17 | | Lease Agreement, dated April 7, 1972, by and between Nowlin Partnership, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.17 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.4.18 | | Geothermal Lease Agreement, dated July 18, 1979, by and between Charles K. Corfman, an unmarried man as his sole and separate property, and Lessor, and Union Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.18 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.19 | | Lease Agreement, dated January 1, 1972, by and between Holly Oberly Thomson, also known as Holly F. Oberly Thomson, also known as Holly Felicia Thomson, as Lessor, and Union Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.19 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.20 | | Lease Agreement, dated June 14, 1971, by and between Fitzhugh Lee Brewer, Jr., a married man as his separate property, Donna Hawk, a married woman as her separate property, and Ted Draper and Helen Draper, husband and wife, as Lessor, and Union Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.20 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.21 | | Lease Agreement, dated May 13, 1971, by and between Mathew J. La Brucherie and Jane E. La Brucherie, husband and wife, and Robert T. O'Dell and Phyllis M. O'Dell, husband and wife, as Lessor, and Union Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.21 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
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152
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Exhibit No. | | Document |
10.4.22 | | Lease Agreement, dated June 2, 1971, by and between Dorothy Gisler, a widow, Joan C. Hill, and Jean C. Browning, as Lessor, and Union Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.22 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.23 | | Geothermal Lease Agreement, dated February 15, 1977, by and between Walter J. Holtz, as Lessor, and Magma Energy Inc., as Lessee incorporated by reference to Exhibit 10.4.23 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.24 | | Geothermal Lease, dated August 31, 1983, by and between Magma Energy Inc., as Lessor, and Holt Geothermal Company, as Lessee incorporated by reference to Exhibit 10.4.24 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.25 | | Unprotected Lease Agreement, dated July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd. incorporated by reference to Exhibit 10.4.25 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.4.26 | | Geothermal Resources Lease, dated June 27, 1988, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust, as Lessor, and Far West Capital, Inc., as Lessee incorporated by reference to Exhibit 10.4.26 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.27 | | Amendment to Geothermal Resources Lease, dated January, 1992, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust, as Lessor, and Far West Capital, Inc., as Lessee incorporated by reference to Exhibit 10.4.27 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.28 | | Second Amendment to Geothermal Resources Lease, dated June 25, 1993, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust, as Lessor, and Far West Capital, Inc. and its Assignee, Steamboat Development Corp., as Lessee incorporated by reference to Exhibit 10.4.28 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.29 | | Geothermal Resources Sublease, dated May 31, 1991, by and between Fleetwood Corporation, as Lessor, and Far West Capital, Inc., as Lessee incorporated by reference to Exhibit 10.4.29 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.30 | | KLP Lease and Agreement, dated March 1, 1981, by and between Kapoho Land Partnership, as Lessor, and Thermal Power Company, as Lessee incorporated by reference to Exhibit 10.4.30 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
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153
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Exhibit No. | | Document |
10.4.31 | | Amendment to KLP Lease and Agreement, dated July 9, 1990, by and between Kapoho Land Partnership, as Lessor, and Puna Geothermal Venture, as Lessee incorporated by reference to Exhibit 10.4.31 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.32 | | Second Amendment to KLP Lease and Agreement, dated December 31, 1996, by and between Kapoho Land Partnership, as Lessor, and Puna Geothermal Venture, as Lessee incorporated by reference to Exhibit 10.4.32 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.5 | | General incorporated by reference to Exhibit 10.5 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.5.1 | | Engineering, Procurement and Construction Contract, dated August 23, 2002, by and between Tuaropaki Power Company Limited and Ormat Pacific Inc incorporated by reference to Exhibit 10.5.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.5.2 | | Amendment No. 1, to Engineering, Procurement and Construction Contract, dated, 2003, by and between Tuaropaki Power Company Limited and Ormat Pacific Inc. incorporated by reference to Exhibit 10.5.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.5.3 | | Engineering, Procurement and Construction Contract, dated 2003, by and between Contact Energy Limited and Ormat Pacific Inc. incorporated by reference to Exhibit 10.5.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.5.4 | | Patent License Agreement, dated July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd. incorporated by reference to Exhibit 10.5.4 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.5.5 | | Form of Registration Rights Agreement by and between Ormat Technologies, Inc. and Ormat Industries Ltd. incorporated by reference to Exhibit 10.5.5 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004 |
10.6.1 | | Ormat Technologies, Inc. 2004 Incentive Compensation Plan incorporated by reference to Exhibit 10.6.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004 |
10.6.2 | | Form of Incentive Stock Option Agreement incorporated by reference to Exhibit 10.6.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004 |
10.6.3 | | Form of Nonqualified Stock Option Agreement incorporated by reference to Exhibit 10.6.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004 |
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154
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Exhibit No. | | Document |
10.7 | | Form of Executive Employment Agreement of Lucien Bronicki incorporated by reference to Exhibit 10.7 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.8 | | Form of Executive Employment Agreement of Yehudit Bronicki incorporated by reference to Exhibit 10.8 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.9 | | Form of Executive Employment Agreement of Yoram Bronicki incorporated by reference to Exhibit 10.9 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.10.1 | | Form of Executive Employment Agreement of Hezy Ram incorporated by reference to Exhibit 10.10.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 20, 2004 |
10.10.2 | | Amendment No. 1 to Form of Executive Employment Agreement of Hezy Ram incorporated by reference to Exhibit 10.10.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 20, 2004 |
10.11 | | Form of Indemnification Agreement incorporated by reference to Exhibit 10.11 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 20, 2004 |
13.1 | | Form 10-Q for the Quarter Ended September 30, 2004, incorporated by reference to Ormat Technologies, Inc. Registration Statement on Form 10-Q (File No. 000-30827) to the Securities and Exchange Commission on December 20, 2004. |
21.1 | | Subsidiaries of Ormat Technologies, Inc., incorporated by reference to Exhibit 21.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
31.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
31.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
32.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. |
32.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. |
99.1 | | Material terms with respect to BLM geothermal resources leases incorporated by reference to Exhibit 99.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 20, 2004 |
99.2 | | Material terms with respect to BLM site leases incorporated by reference to Exhibit 99.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
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155
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Exhibit No. | | Document |
99.3 | | Material terms with respect to agreements addressing renewable energy pricing and payment issues incorporated by reference to Exhibit 99.3 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
99.4 | | Summary of Non-Employee Director Compensation and benefits, filed herewith. |
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156
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | |
 | | ORMAT TECHNOLOGIES, INC. |
Date: March 28, 2005 | | By: | | /s/Yehudit Bronicki |
 | |  | | Name: Yehudit Bronicki |
 | |  | | Title: Chief Executive Officer, President and Director |
|
Pursuant to the requirement of the Securities Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant in the capacities indicated, on March 28, 2005.
| | |
Signature | | Capacity |
|
/s/ YEHUDIT BRONICKI | | Chief Executive Officer, President and Director (Principal Executive Officer) |
|
Yehudit Bronicki |
|
/s/ JOSEPH TENNE | | Chief Financial Officer (Principal Financial and Accounting Officer) |
|
Joseph Tenne |
|
/s/LUCIEN BRONICKI | | Chairman of the Board of Directors & Chief Technology Officer |
|
Lucien Y. Bronicki |
|
/s/ YORAM BRONICKI | | Chief Operating Officer – North America & Director |
|
Yoram Bronicki |
|
/s/ DAN FALK | | Director |
|
Dan Falk |
|
/s/EDWARD MULLER | | Director |
|
Edward Muller |
|
/s/JACOB WORENKLEIN | | Director |
|
Jacob Worenklein |
|
157
| |
(c)Â | EXHIBIT INDEX |
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Exhibit No. | | Document |
3.1 | | Second Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
3.2 | | Second Amended and Restated By-laws, incorporated by reference to Exhibit 3.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
4.1 | | Form of Common Share Stock Certificate, incorporated by reference to Exhibit 4.1 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
4.2 | | Form of Preferred Share Stock Certificate, incorporated by reference to Exhibit 4.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
4.3 | | Form of Rights Agreement by and between Ormat Technologies, Inc. and American Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
10.1 | | Financing Agreements |
10.1.1 | | Foreign Currency Loan Agreement, dated June 1, 2004, between Ormat Technologies, Inc. and United Mizrahi Bank LTD., incorporated by reference to Exhibit 10.1.1 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.1.2 | | Amended and Restated Bridge Loan Agreement, dated October 2, 2003, by and between Ormat Nevada, Inc. and Bank Leumi USA, incorporated by reference to Exhibit 10.1.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.3 | | Credit Facility Agreement, dated September 5, 2000, between Ormat Momotombo Power Company and Bank Hapoalim B.M., incorporated by reference to Exhibit 10.1.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.4 | | Credit Agreement, dated as of December 31, 2002, among ORMESA LLC, United Capital, a division of Hudson United Bank and the Lenders party to such agreement from time to time, incorporated by reference to Exhibit 10.1.4 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.5 | | Credit Agreement, dated as of December 18, 2003, among OrCal Geothermal Inc. and Beal Bank, S.S.B. and the financial institutions party thereto from time to time, incorporated by reference to Exhibit 10.1.5 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.6 | | Credit Agreement, dated May 13, 1996, between Ormat-Leyte and Export-Import Bank of the United States, incorporated by reference to Exhibit 10.1.6 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
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158
| | | | | | |
Exhibit No. | | Document |
10.1.7 | | Indenture, dated February 13, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC and Union Bank of California, incorporated by reference to Exhibit 10.1.7 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.8 | | First Supplemental Indenture, dated May 14, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC and Union Bank of California, incorporated by reference to Exhibit 10.1.8 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.9 | | Loan Agreement, dated October 1, 2003, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.9 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.10 | | Amendment No. 1 to Loan Agreement, dated September 20, 2004, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.10 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.11 | | Capital Note, dated December 22, 2003, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.11 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.12 | | Amendment to Capital Note, dated September 20, 2004, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.12 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.13 | | Guarantee Fee Agreement, dated January 1, 1999, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.13 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.14 | | Reimbursement Agreement, dated July 15, 2004, by and between Ormat Technologies, Inc. and Ormat Industries Ltd., incorporated by reference to Exhibit 10.1.14 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.15 | | Services Agreement, dated July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd., incorporated by reference to Exhibit 10.1.15 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.1.16 | | Letter of Credit and Loan Agreement, dated June 30, 2004, by and between Ormat Nevada, Inc., and Hudson United Bank, incorporated by reference to Exhibit 10.1.16 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
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159
| | | | | | |
Exhibit No. | | Document |
10.1.17 | | First Amendment to Letter of Credit and Loan Agreement, dated June 30, 2004, by and between Ormat Nevada, Inc., and Hudson United Bank, incorporated by reference to Exhibit 10.1.17 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
10.1.18 | | Subordination Agreement, dated June 30, 2004, by and between Ormat Technologies, Inc. and Hudson United Bank, incorporated by reference to Exhibit 10.1.16 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
10.2 | | Purchase Agreements incorporated by reference to Exhibit 10.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.2.1 | | Purchase and Sale Agreement, dated April 22, 2004, by and among Constellation Power, Inc. and Cosi Puna, Inc. and ORNI 8 LLC and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.2.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.2.2 | | Purchase Agreement, dated July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd., incorporated by reference to Exhibit 10.2.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3 | | Power Purchase Agreements incorporated by reference to Exhibit 10.2to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.1 | | Power Purchase Contract, dated July 18, 1984, between Southern California Edison Company and Republic Geothermal, Inc., incorporated by reference to Exhibit 10.3.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.2 | | Amendment No. 1, to the Power Purchase Contract, dated December 23, 1988, between Southern California Edison Company and Ormesa Geothermal, incorporated by reference to Exhibit 10.3.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.3 | | Power Purchase Contract, dated June 13, 1984, between Southern California Edison Company and Ormat Systems, Inc., incorporated by reference to Exhibit 10.3.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.4 | | Power Purchase and Sales Agreement, dated as of August 26, 1983, between Chevron U.S.A. Inc. and Southern California Edison Company, incorporated by reference to Exhibit 10.3.4 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.5 | | Amendment No. 1, to Power Purchase and Sale Agreement, dated as of December 11, 1984, between Chevron U.S.A. Inc., HGC and Southern California Edison Company, incorporated by reference to Exhibit 10.3.5 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
|
160
| | | | | | |
Exhibit No. | | Document |
10.3.6 | | Settlement Agreement and Amendment No. 2, to Power Purchase Contract, dated August 7, 1995, between HGC and Southern California Edison Company, incorporated by reference to Exhibit 10.3.6 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.7 | | Power Purchase Contract dated, April 16, 1985, between Southern California Edison Company and Second Imperial Geothermal Company, incorporated by reference to Exhibit 10.3.7 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.8 | | Amendment No. 1, dated as of October 23, 1987, between Southern California Edison Company and Second Imperial Geothermal Company, incorporated by reference to Exhibit 10.3.8 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.9 | | Amendment No. 2, dated as of July 27, 1990, between Southern California Edison Company and Second Imperial Geothermal Company, incorporated by reference to Exhibit 10.3.9 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.10 | | Amendment No. 3, dated as of November 24, 1992, between Southern California Edison Company and Second Imperial Geothermal Company, incorporated by reference to Exhibit 10.3.10 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.11 | | Amended and Restated Power Purchase and Sales Agreement, dated December 2, 1986, between Mammoth Pacific and Southern California Edison Company, incorporated by reference to Exhibit 10.3.11 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.12 | | Amendment No. 1, to Amended and Restated Power Purchase and Sale Agreement, dated May 18, 1990, between Mammoth Pacific and Southern California Edison Company, incorporated by reference to Exhibit 10.3.12 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.13 | | Power Purchase Contract, dated April 15, 1985, between Mammoth Pacific and Southern California Edison Company, incorporated by reference to Exhibit 10.3.13 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.14 | | Amendment No. 1, dated as of October 27, 1989, between Mammoth Pacific and Southern California Edison Company, incorporated by reference to Exhibit 10.3.14 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.15 | | Amendment No. 2, dated as of December 20, 1989, between Mammoth Pacific and Southern California Edison Company, incorporated by reference to Exhibit 10.3.15 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
|
161
| | | | | | |
Exhibit No. | | Document |
10.3.16 | | Power Purchase Contract, dated April 16, 1985, between Southern California Edison Company and Santa Fe Geothermal, Inc., incorporated by reference to Exhibit 10.3.16 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.17 | | Amendment No. 1, to Power Purchase Contract, dated October 25, 1985, between Southern California Edison Company and Mammoth Pacific, incorporated by reference to Exhibit 10.3.17 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.18 | | Amendment No. 2, to Power Purchase Contract, dated December 20, 1989, between Southern California Edison Company and Pacific Lighting Energy Systems, incorporated by reference to Exhibit 10.3.18 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.19 | | Interconnection Facilities Agreement, dated October 20, 1989, by and between Southern California Edison Company and Mammoth Pacific, incorporated by reference to Exhibit 10.3.19 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.20 | | Interconnection Facilities Agreement, dated October 13, 1985, by and between Southern California Edison Company and Mammoth Pacific (II), incorporated by reference to Exhibit 10.3.20 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.21 | | Interconnection Facilities Agreement, dated October 20, 1989, by and between Southern California Edison Company and Pacific Lighting Energy Systems, incorporated by reference to Exhibit 10.3.21 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.22 | | Interconnection Agreement, dated August 12, 1985, by and between Southern California Edison Company and Heber Geothermal Company incorporated by reference to Exhibit 10.3.22 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.23 | | Plant Connection Agreement for the Heber Geothermal Plant No.1, dated, July 31, 1985, by and between Imperial Irrigation District and Heber Geothermal Company incorporated by reference to Exhibit 10.3.23 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.24 | | Plant Connection Agreement for the Second Imperial Geothermal Company Power Plant No.1, dated, October 27, 1992, by and between Imperial Irrigation District and Second Imperial Geothermal Company incorporated by reference to Exhibit 10.3.24 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.25 | | IID-SIGC Transmission Service Agreement for Alternative Resources, dated, October 27, 1992, by and between Imperial Irrigation District and Second Imperial Geothermal Company incorporated by reference to Exhibit 10.3.25 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
|
162
| | | | | | |
Exhibit No. | | Document |
10.3.26 | | Plant Connection Agreement for the Ormesa Geothermal Plant, dated October 1, 1985, by and between Imperial Irrigation District and Ormesa Geothermal incorporated by reference to Exhibit 10.3.26 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.27 | | Plant Connection Agreement for the Ormesa IE Geothermal Plant, dated, October 21, 1988, by and between Imperial Irrigation District and Ormesa IE incorporated by reference to Exhibit 10.3.27 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.28 | | Plant Connection Agreement for the Ormesa IH Geothermal Plant, dated, October 3, 1989, by and between Imperial Irrigation District and Ormesa IH incorporated by reference to Exhibit 10.3.28 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.29 | | Plant Connection Agreement for the Geo East Mesa Limited Partnership Unit No. 2, dated, March 21, 1989, by and between Imperial Irrigation District and Geo East Mesa Limited Partnership incorporated by reference to Exhibit 10.3.29 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.30 | | Plant Connection Agreement for the Geo East Mesa Limited Partnership Unit No. 3, dated, March 21, 1989, by and between Imperial Irrigation District and Geo East Mesa Limited Partnership incorporated by reference to Exhibit 10.3.30 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.31 | | Transmission Service Agreement for the Ormesa I, Ormesa IE and Ormesa IH Geothermal Power Plants, dated, October 3, 1989, between Imperial Irrigation District and Ormesa Geothermal incorporated by reference to Exhibit 10.3.31 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.32 | | Transmission Service Agreement for the Geo East Mesa Limited Partnership Unit No. 2, dated, March 21, 1989, by and between Imperial Irrigation District and Geo East Mesa Limited Partnership incorporated by reference to Exhibit 10.3.32 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.33 | | Transmission Service Agreement for the Geo East Mesa Limited Partnership Unit No. 3, dated, March 21, 1989, by and between Imperial Irrigation District and Geo East Mesa Limited Partnership incorporated by reference to Exhibit 10.3.33 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.34 | | IID-Edison Transmission Service Agreement for Alternative Resources, dated, September 26, 1985, by and between Imperial Irrigation District and Southern California Edison Company incorporated by reference to Exhibit 10.3.34 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
|
163
| | | | | | |
Exhibit No. | | Document |
10.3.35 | | Plant Amendment No. 1, to IID-Edison Transmission Service Agreement for Alternative Resources, dated, August 25, 1987, by and between Imperial Irrigation District and Southern California Edison Company incorporated by reference to Exhibit 10.3.35 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.36 | | Leyte Optimization Project BOT Agreement, dated August 4, 1995, by and between PNOC-Energy Development Corporation and Ormat Inc. incorporated by reference to Exhibit 10.3.36 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.37 | | First Amendment to Leyte Optimization Project BOT Agreement, dated February 29, 1996, by and between PNOC-Energy Development Corporation and Ormat Leyte Co. Ltd. incorporated by reference to Exhibit 10.3.37 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.38 | | Second Amendment to Leyte Optimization Project BOT Agreement, dated April 1, 1996, by and between PNOC-Energy Development Corporation and Ormat Leyte Co. Ltd. incorporated by reference to Exhibit 10.3.38 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.3.39 | | Agreement Addressing Renewable Energy Pricing and Payment Issues, dated June 15, 2001, by and between Second Imperial Geothermal Company QFID No. 3021 and Southern California Edison Company incorporated by reference to Exhibit 10.3.39 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.40 | | Amendment No. 1 to Agreement Addressing Renewable Energy Pricing and Payment Issues, dated November 30, 2001, by and between Second Imperial Geothermal Company QFID No. 3021 and Southern California Edison Company incorporated by reference to Exhibit 10.3.40 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.41 | | Agreement Addressing Renewable Energy Pricing and Payment Issues, dated June 15, 2001, by and between Heber Geothermal Company QFID No. 3001 and Southern California Edison Company incorporated by reference to Exhibit 10.3.41 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.42 | | Amendment No. 1 to Agreement Addressing Renewable Energy Pricing and Payment Issues, dated November 30, 2001, by and between Heber Geothermal Company QFID No. 3001 and Southern California Edison Company incorporated by reference to Exhibit 10.3.42 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.43 | | Energy Services Agreement, dated February 2003, by and between Imperial Irrigation District and ORMESA, LLC incorporated by reference to Exhibit 10.3.43 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
|
164
| | | | | | |
Exhibit No. | | Document |
10.3.44 | | Purchase Power Contract, dated March 24, 1986, by and between Hawaii Electric Light Company and Thermal Power Company incorporated by reference to Exhibit 10.3.44 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.45 | | Firm Capacity Amendment to Purchase Power Contract, dated July 28, 1989, by and between Hawaii Electric Light Company and Puna Geothermal Venture incorporated by reference to Exhibit 10.3.45 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.46 | | Amendment to Purchase Power Contract, dated October 19, 1993, by and between Hawaii Electric Light Company and Puna Geothermal Venture incorporated by reference to Exhibit 10.3.46 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.47 | | Third Amendment to the Purchase Power Contract, dated March 7, 1995, by and between Hawaii Electric Light Company and Puna Geothermal Venture incorporated by reference to Exhibit 10.3.47 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.48 | | Performance Agreement and Fourth Amendment to the Purchase Power Contract, dated February 12, 1996, by and between Hawaii Electric Light Company and Puna Geothermal Venture incorporated by reference to Exhibit 10.3.48 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.49 | | Agreement to Design 69 KV Transmission Lines, a Substation at Pohoiki, Modifications to Substations at Puna and Kaumana, and a Temporary 34.5 Facility to Interconnect PGV's Geothermal Electric Plant with HELCO's System Grid (Phase II and III), dated June 7, 1990, by and between Hawaii Electric Light Company and Puna Geothermal Venture incorporated by reference to Exhibit 10.3.49 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4 | | Leases incorporated by reference to Exhibit 10.4 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.1 | | Ormesa BLM Geothermal Resources Lease CA 966 incorporated by reference to Exhibit 10.4.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.2 | | Ormesa BLM License for Electric Power Plant Site CA 24678 incorporated by reference to Exhibit 10.4.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.3 | | Geothermal Resources Mining Lease, dated February 20, 1981, by and between the State of Hawaii, as Lessor, and Kapoho Land Partnership, as Lessee incorporated by reference to Exhibit 10.4.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
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165
| | | | | | |
Exhibit No. | | Document |
10.4.4 | | Geothermal Lease Agreement, dated October 20, 1975, by and between Ruth Walker Cox and Betty M. Smith, as Lessor, and Gulf Oil Corporation, as Lessee incorporated by reference to Exhibit 10.4.4 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.5 | | Geothermal Lease Agreement, dated August 1, 1976, by and between Southern Pacific Land Company, as Lessor, and Phillips Petroleum Company, as Lessee incorporated by reference to Exhibit 10.4.5 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.6 | | Geothermal Resources Lease, dated November 18, 1983, by and between Sierra Pacific Power Company, as Lessor, and Geothermal Development Associates, as Lessee incorporated by reference to Exhibit 10.4.6 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.7 | | Lease Agreement, dated November 1, 1969, by and between Chrisman B. Jackson and Sharon Jackson, husband and wife, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.7 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.8 | | Lease Agreement, dated September 22, 1976, by and between El Toro Land & Cattle Co., as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.8 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.9 | | Lease Agreement, dated February 17, 1977, by and between Joseph L. Holtz, as Lessor, and Chevron U.S.A. Inc., as Lessee incorporated by reference to Exhibit 10.4.9 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.10 | | Lease Agreement, dated March 11, 1964, by and between John D. Jackson and Frances Jones Jackson, also known as Frances J. Jackson, husband and wife, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.10 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.11 | | Lease Agreement, dated February 16, 1964, by and between John D. Jackson, conservator for the estate of Aphia Jackson Wallan, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.11 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004. |
10.4.12 | | Lease Agreement, dated March 17, 1964, by and between Helen S. Fugate, a widow, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.12 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
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Exhibit No. | | Document |
10.4.13 | | Lease Agreement, dated February 16, 1964, by and between John D. Jackson and Frances J. Jackson, husband and wife, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.13 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.14 | | Lease Agreement, dated February 20, 1964, by and between John A. Straub and Edith D. Straub, also known as John A. Straub and Edythe D. Straub, husband and wife, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.14 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.4.15 | | Lease Agreement, dated July 1, 1971, by and between Marie L. Gisler and Harry R. Gisler, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.15 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.4.16 | | Lease Agreement, dated February 28, 1964, by and between Gus Kurupas and Guadalupe Kurupas, husband and wife, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.16 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.4.17 | | Lease Agreement, dated April 7, 1972, by and between Nowlin Partnership, as Lessor, and Standard Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.17 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.4.18 | | Geothermal Lease Agreement, dated July 18, 1979, by and between Charles K. Corfman, an unmarried man as his sole and separate property, and Lessor, and Union Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.18 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.19 | | Lease Agreement, dated January 1, 1972, by and between Holly Oberly Thomson, also known as Holly F. Oberly Thomson, also known as Holly Felicia Thomson, as Lessor, and Union Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.19 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.20 | | Lease Agreement, dated June 14, 1971, by and between Fitzhugh Lee Brewer, Jr., a married man as his separate property, Donna Hawk, a married woman as her separate property, and Ted Draper and Helen Draper, husband and wife, as Lessor, and Union Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.20 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.21 | | Lease Agreement, dated May 13, 1971, by and between Mathew J. La Brucherie and Jane E. La Brucherie, husband and wife, and Robert T. O'Dell and Phyllis M. O'Dell, husband and wife, as Lessor, and Union Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.21 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
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Exhibit No. | | Document |
10.4.22 | | Lease Agreement, dated June 2, 1971, by and between Dorothy Gisler, a widow, Joan C. Hill, and Jean C. Browning, as Lessor, and Union Oil Company of California, as Lessee incorporated by reference to Exhibit 10.4.22 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.23 | | Geothermal Lease Agreement, dated February 15, 1977, by and between Walter J. Holtz, as Lessor, and Magma Energy Inc., as Lessee incorporated by reference to Exhibit 10.4.23 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.24 | | Geothermal Lease, dated August 31, 1983, by and between Magma Energy Inc., as Lessor, and Holt Geothermal Company, as Lessee incorporated by reference to Exhibit 10.4.24 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.25 | | Unprotected Lease Agreement, dated July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd. incorporated by reference to Exhibit 10.4.25 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.4.26 | | Geothermal Resources Lease, dated June 27, 1988, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust, as Lessor, and Far West Capital, Inc., as Lessee incorporated by reference to Exhibit 10.4.26 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.27 | | Amendment to Geothermal Resources Lease, dated January, 1992, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust, as Lessor, and Far West Capital, Inc., as Lessee incorporated by reference to Exhibit 10.4.27 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.28 | | Second Amendment to Geothermal Resources Lease, dated June 25, 1993, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust, as Lessor, and Far West Capital, Inc. and its Assignee, Steamboat Development Corp., as Lessee incorporated by reference to Exhibit 10.4.28 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.29 | | Geothermal Resources Sublease, dated May 31, 1991, by and between Fleetwood Corporation, as Lessor, and Far West Capital, Inc., as Lessee incorporated by reference to Exhibit 10.4.29 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.30 | | KLP Lease and Agreement, dated March 1, 1981, by and between Kapoho Land Partnership, as Lessor, and Thermal Power Company, as Lessee incorporated by reference to Exhibit 10.4.30 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
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Exhibit No. | | Document |
10.4.31 | | Amendment to KLP Lease and Agreement, dated July 9, 1990, by and between Kapoho Land Partnership, as Lessor, and Puna Geothermal Venture, as Lessee incorporated by reference to Exhibit 10.4.31 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.4.32 | | Second Amendment to KLP Lease and Agreement, dated December 31, 1996, by and between Kapoho Land Partnership, as Lessor, and Puna Geothermal Venture, as Lessee incorporated by reference to Exhibit 10.4.32 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.5 | | General incorporated by reference to Exhibit 10.5 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.5.1 | | Engineering, Procurement and Construction Contract, dated August 23, 2002, by and between Tuaropaki Power Company Limited and Ormat Pacific Inc incorporated by reference to Exhibit 10.5.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.5.2 | | Amendment No. 1, to Engineering, Procurement and Construction Contract, dated, 2003, by and between Tuaropaki Power Company Limited and Ormat Pacific Inc. incorporated by reference to Exhibit 10.5.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
10.5.3 | | Engineering, Procurement and Construction Contract, dated 2003, by and between Contact Energy Limited and Ormat Pacific Inc. incorporated by reference to Exhibit 10.5.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.5.4 | | Patent License Agreement, dated July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd. incorporated by reference to Exhibit 10.5.4 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.5.5 | | Form of Registration Rights Agreement by and between Ormat Technologies, Inc. and Ormat Industries Ltd. incorporated by reference to Exhibit 10.5.5 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004 |
10.6.1 | | Ormat Technologies, Inc. 2004 Incentive Compensation Plan incorporated by reference to Exhibit 10.6.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004 |
10.6.2 | | Form of Incentive Stock Option Agreement incorporated by reference to Exhibit 10.6.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004 |
10.6.3 | | Form of Nonqualified Stock Option Agreement incorporated by reference to Exhibit 10.6.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004 |
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169
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Exhibit No. | | Document |
10.7 | | Form of Executive Employment Agreement of Lucien Bronicki incorporated by reference to Exhibit 10.7 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.8 | | Form of Executive Employment Agreement of Yehudit Bronicki incorporated by reference to Exhibit 10.8 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.9 | | Form of Executive Employment Agreement of Yoram Bronicki incorporated by reference to Exhibit 10.9 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004 |
10.10.1 | | Form of Executive Employment Agreement of Hezy Ram incorporated by reference to Exhibit 10.10.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 20, 2004 |
10.10.2 | | Amendment No. 1 to Form of Executive Employment Agreement of Hezy Ram incorporated by reference to Exhibit 10.10.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 20, 2004 |
10.11 | | Form of Indemnification Agreement incorporated by reference to Exhibit 10.11 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 20, 2004 |
13.1 | | Form 10-Q for the Quarter Ended September 30, 2004, incorporated by reference to Ormat Technologies, Inc. Registration Statement on Form 10-Q (File No. 000-30827) to the Securities and Exchange Commission on December 20, 2004. |
21.1 | | Subsidiaries of Ormat Technologies, Inc., incorporated by reference to Exhibit 21.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
31.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
31.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
32.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. |
32.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. |
99.1 | | Material terms with respect to BLM geothermal resources leases incorporated by reference to Exhibit 99.1 to Ormat Technologies, Inc. Registration Statement Amendment No. 2 on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 20, 2004 |
99.2 | | Material terms with respect to BLM site leases incorporated by reference to Exhibit 99.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
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Exhibit No. | | Document |
99.3 | | Material terms with respect to agreements addressing renewable energy pricing and payment issues incorporated by reference to Exhibit 99.3 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 20, 2004 |
99.4 | | Summary of Non-Employee Director Compensation and Benefits, filed herwith. |
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