ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
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’s equipment manufacturing operations are located in Israel.
Most of the Company’s domestic power plant facilities are Qualifying Facilities under the Public Utility Regulatory Policies Act (‘‘PURPA’’). The power purchase agreements for certain of such facilities are dependent upon their maintaining Qualifying Facility status. Management believes that all of the facilities were in compliance with Qualifying Facility status as of December 31, 2005.
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, approved 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 was presented in the balance sheet as of December 31, 2004, in the ‘‘Due to Parent’’ balance.
During the year ended December 31, 2005, the Company’s Board of Directors declared, approved and authorized the payment of cash dividends in the aggregate amount of $3.8 million ($ 0.12 per share). Such dividends were paid during the year ended December 31, 2005.
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 $97.0 million.
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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.
Reclassification
Certain comparative figures have been reclassified to conform to the current year presentation.
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’’) and an 80% interest in Ormat Leyte Co, Ltd. (‘‘OLCL’’) prior to March, 31, 2004. 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 Province, 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 Company’s share in 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’’ for OLCL through March 31, 2004 and for OrYunnan for all years reported. 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.
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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% 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 $5.5 million, which is the Company’s net investment at December 31, 2005.
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 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.
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 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 statements of operations for OSL for the year ended December 31, 2003 and for the period from January 1, 2004 to June 30, 2004 were 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.
Of the $11.0 million purchase price, the Company paid $4.8 million in cash and assumed $6.2 million in debt and other liabilities. 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.
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 (mainly auction rate securities and commercial papers). The Company accounts for such securities in accordance with Statement of Financial Accounting Standards (‘‘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, 2005 and 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 based upon the quoted market prices of such securities at year end. Net unrealized gains or 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.
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The marketable securities are included in the balance sheets at December 31, 2005 and 2004, as follows:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Marketable securities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 43,560 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 89,166 | |
Amount presented among short-term restricted cash, cash equivalents and marketable securities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 14,645 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,750 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 58,205 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 90,916 | |
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The cost and the fair value of the marketable securities at December 31, 2005 were $58,224 and $58,205, respectively. 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, cash equivalents and marketable securities. Such amounts are invested primarily in money market accounts, auction rate securities and commercial papers with a minimum investment grade of ‘‘AA’’. Auction rate 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 18, as of December 31, 2004, two letters of credit aggregating $14.4 million were issued by the Company to release restriction on funds that were used as collateral for OFC’s 8¼% Senior Secured Notes (the ‘‘OFC Notes’’) and loan agreement with Beal Bank, SSB (‘‘Beal Bank’’). As of December 31, 2005, such letters of credit had not been renewed by the Company.
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, 2005 and 2004, the Company had deposits totaling $9,889,000 and $30,980,000, respectively, in four and six, respectively, U.S. financial institutions that were federally insured up to $100,000 per account. At December 31, 2005 and 2004, the Company’s deposits in foreign countries of approximately $11,935,000 and $9,184,000, respectively, were not insured.
At December 31, 2005 and 2004, accounts receivable related to operations in foreign countries amounted to approximately $11,017,000 and $7,963,000, respectively. At December 31, 2005 and 2004, accounts receivable from the Company’s major customers that have generated 10% or more of its revenues (see Note 15) amounted to approximately 59% and 80% of the Company’s accounts receivable, respectively.
Southern California Edison Company (‘‘SCE’’) accounted for 36.1%, 41.4% and 26.6% of the Company’s total revenues for the three years ended December 31, 2005, 2004 and 2003, respectively. SCE is also the power purchaser and revenue source for the Mammoth project, which is accounted for
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separately under the equity method. Sierra Pacific Power Company accounted for 14.1%, 12.9% and 9.5% of the Company’s total revenues for the three years ended December 31, 2005, 2004 and 2003, respectively. Following the acquisition of the Puna project, Hawaii Electric Light Company has become one of the Company’s key customers, accounting for approximately 15.2% and 7.1% of our total revenues for the years ended December 31, 2005 and 2004, respectively. PNOC-Energy Development Corporation accounted for 0%, 1.4% and 10.6% of the Company’s total revenues for the three years ended December 31, 2005, 2004 and 2003, respectively. The two electric distribution companies which are assignees of Empresa Nicaraguense de Electricidad accounted for 4.7%, 5.1% and 9.7% of the Company’s total revenues for the three years ended December 31, 2005, 2004 and 2003, respectively. The Kenya Power and Lighting Co. Ltd. accounted for 4.3%, 4.5% and 8.1% of the Company’s total revenues for the years ended December 31, 2005, 2004 and 2003, 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.
Deposits and other
Deposits and other consist primarily of performance bonds for construction projects, a long-term insurance contract and derivative 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 (including major 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, which range from 12 to 25 years (see Note 13). 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:
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Leasehold improvements | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 15-20 years |
Machinery and equipment — manufacturing | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 10 years |
Machinery and equipment — computers | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 3-5 years |
Office equipment — furniture and fixtures | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 5-15 years |
Office equipment — other | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 5-10 years |
Automobiles | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 5-7 years |
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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 $3,504,000, $628,000 and $297,000 for the years ended December 31, 2005, 2004 and 2003, respectively.
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Asset retirement obligation
As required by SFAS No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets, which was amended by FASB Interpretation (‘‘FIN’’) No. 47, Accounting for Conditional Retirement Obligations, an Interpretation of FASB Statement No.143, the Company records the fair value of a legal liability for an asset retirement obligation in the period in which it is incurred. The Company’s legal liabilities include plugging wells and post-closure costs of 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.
Deferred financing and lease transaction costs
Deferred financing costs are amortized over the term of the related obligation using the effective interest method. Amortization of deferred financing costs is presented as interest expense in the statement of operations. Accumulated amortization related to deferred financing costs amounted to $2,422,000 and $1,708,000 at December 31, 2005 and 2004, respectively. Amortization expense for the years ended December 31, 2005, 2004 and 2003 amounted to $6,087,000, $2,705,000 and $576,000, respectively. Amortization expense for the years ended December 31, 2005 includes $4,180,000, which represent the write-off of the balance of the deferred financing costs as of the date of the repayment of the Beal Bank loan (see Note 9).
Deferred transaction costs relating to the Puna operating leases (see Note 10) in the amount of $4,333,000 are amortized, using the straight-line method over the 23-year term of the Project Lease. Amortization of deferred financing costs is presented in cost of revenues in the statement of operations. Accumulated amortization related to deferred lease costs amounted to $117,000 at December 31, 2005. Amortization expense for the year ended December 31, 2005 amounted to $117,000.
Intangible assets
Intangible assets consist of allocated acquisition costs of power purchase agreements, which are amortized over the 13 to 25-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.
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
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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. 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 amortize 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.
Comprehensive income reporting
The Company accounts for comprehensive income in accordance 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
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income plus other comprehensive income, which for the Company consists of unrealized gain or loss on marketable securities available-for-sale and the mark-to-market gains or losses on derivative instruments designated for cash flow hedge.
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’’. Lease income and lease expense are recognized ratably over the lease periods.
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 and other 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 combinations on or after July 1, 2003. The adoption of EITF Issue No. 01-8 effective July 1, 2003 did not have a material effect on the Company’s financial position or results of operations. As further discussed in Note 13, 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
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
received from the Office of the Chief Scientist (‘‘OCS’’) of the Israeli Government and from the U.S. Department of Energy are offset against the related research and development expenses. Such grants amounted to $1,275,000, $86,000 and $142,000 during the years ended December 31, 2005, 2004, and 2003, respectively.
Advertising expense
Advertising costs are expensed as incurred and totaled $180,000, $74,000 and $58,000 for the years ended December 31, 2005, 2004, and 2003, respectively.
Patent expense
Patents are internally developed, and therefore costs are expensed as incurred and totaled $252,000, $290,000 and $377,000 for the years ended December 31, 2005, 2004, and 2003, 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 and production tax credits as a reduction to income taxes in the year in which the credit arises. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.
Earnings per share
Basic earnings per share is computed by dividing net income 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 on November 9, 2005 and whose dilutive effect on the net income per share for the years ended December 31, 2005 and 2004 is immaterial. The stock options granted to employees of the Company in the Parent’s stock are not dilutive to the Company’s earnings 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 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 and earnings per share be disclosed based on the fair value of the options granted at the date of the grant.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
For stock options issued by the Company: |
Risk-free interest rates | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4.5 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3.6 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Expected lives (in years) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Dividend yield | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Expected volatility | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 32 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 40 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
For stock options issued by the Parent: |
Risk-free interest rates | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4.7 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4.7 | % |
Expected lives (in years) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5 | |
Dividend yield | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 0 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 0 | % |
Expected volatility | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 28 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31 | % |
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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 and earnings per share would have been as follows:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (In thousands, except per share amounts) |
Net income: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
As reported | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 15,177 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 17,791 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 15,454 | |
Add: Total stock-based employee compensation expense included in reported net income, net of tax | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 91 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 61 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 24 | |
Deduct: Total stock-based employee compensation expense in respect of the Company's stock options determined under fair value based method, net of tax | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (65 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (6 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Deduct: Total stock-based employee compensation expense in respect of the Parent's stock options determined under fair value based method, net of tax | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (307 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (685 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (175 | ) |
Pro forma net income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 14,896 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 17,161 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 15,303 | |
Basic and diluted earnings per share: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
As reported | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.48 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.72 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.66 | |
Pro forma | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.47 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.69 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.66 | |
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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 OFC Senior Secured Notes. For the OFC Senior Secured Notes (see Note 9) such fair value amounted to $185.2 million and $191.9 million compared to carrying amount of $183.4 million and $189.5 million at December 31, 2005 and 2004, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. On April 14, 2005, the Securities and Exchange Commission (‘‘SEC’’) adopted a new rule amending the compliance dates for SFAS No. 123R. In accordance with the new rule, the accounting provisions of SFAS No. 123R will be applicable to the Company for the fiscal year ending December 31, 2006. 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 cumulative effect of adopting SFAS No. 123R as of its adoption date by the Company (January 1, 2006), based on the awards outstanding as of December 31, 2005, is immaterial. The Company expects that upon the adoption of SFAS No. 123R, it will apply the modified prospective application transition method, as permitted hereunder. Under such transition method, upon the adoption of SFAS No. 123R, the Company’s consolidated financial statements for periods prior to the effective date will not be restated.
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 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). 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 adoption by the Company of SFAS No. 153 effective July 1, 2005, did not have a material impact on its results of operations and financial position.
FIN No. 47 — Accounting for Conditional Retirement Obligations, an Interpretation of FASB Statement No. 143
In March 2005, the FASB issued FIN No. 47, Accounting for Conditional Retirement Obligations, an Interpretation of FASB Statement No. 143, which requires companies to recognize a liability for the fair value of a legal obligation to perform asset-retirement activities that are conditional on a future event, if the amount can be reasonably estimated. FIN No. 47 is effective no later than the end of fiscal years ending after December 15, 2005 (December 31, 2005 for the Company). The Company’s adoption of FIN No. 47 as of December 31, 2005 did not have an impact on its results of operations and financial positions.
SFAS No. 154 — Accounting Changes and Error Corrections
In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. SFAS No. 154 replaces APB Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS No. 154 also requires that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed a restatement. SFAS No. 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005 (January 1, 2006 for the Company). The Company does not expect SFAS No. 154 to have a material impact on its results of operations and financial position in future periods.
EITF Issue No. 04-5 — Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights
In June 2005, the FASB issued EITF Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights. EITF Issue No. 04-5 provides guidance in determining whether a general partner controls a limited partnership and therefore should consolidate the limited partnership. EITF Issue No. 04-5 states that the general partner in a limited partnership is presumed to control that limited partnership and that the presumption may be overcome if the limited partners have either: (i) the substantive ability to dissolve or liquidate the limited partnership or otherwise remove the general partner without cause, or (ii) substantive participating rights. The effective date for applying the guidance in EITF No. 04-5 was: (i) June 29, 2005 for all new limited partnerships and existing limited partnerships for which the partnership agreement was modified after that date, and (ii) no later than the beginning of the first reporting period in fiscal years beginning after December 15, 2005 (January 1, 2006 for the Company), for all other limited partnerships. The Company is currently evaluating the impact of implementing of the provisions of EITF Issue No. 04-5 related to its investment in Mammoth-Pacific, L.P.
SFAS No. 155 — Accounting for Certain Hybrid Financial Instruments
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS No. 155 replaces SFAS No. 133, Accounting for Derivative Instruments and Hedging
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. It clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133. SFAS No. 155 also establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. It also clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 shall be effective for all financial instruments acquired or issued after the beginning of an entity's first year that begins after September 2006 (January 1, 2007 for the Company). The Company does not expect SFAS No. 155 to have a material impact on its results of operations and financial position in future periods.
NOTE 2 — BUSINESS ACQUISITIONS
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 $215.0 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 was 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.
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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:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Steamboat 1/1A | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Heber and Mammoth Projects | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Total |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Cash and cash equivalents | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 195 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 195 | |
Restricted cash | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,959 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,959 | |
Accounts receivable assumed | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,155 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,155 | |
Property, plant and equipment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,138 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 184,585 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 186,723 | |
Intangibles (power purchase agreement) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 25,273 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 25,273 | |
Investment in Mammoth | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 38,632 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 38,632 | |
Other assets assumed | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 270 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 270 | |
Accounts payable and other liabilities assumed | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (923 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (2,559 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (3,482 | ) |
Asset retirement obligation | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (2,701 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (2,701 | ) |
Total cash paid | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,215 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 256,809 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 258,024 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The following unaudited pro forma financial information for the year ended December 31, 2003, assumes the Heber and Mammoth projects acquisitions occurred as of the beginning of the year, 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.
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands, except per share amounts) |
Revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 185,571 | |
Income before cumulative effect of accounting change | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 42,246 | |
Net income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 40,381 | |
Basic and diluted earnings per share | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1.74 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
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 U.S. 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.
117
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 subsequently renamed 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. 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 Big Island of Hawaii. The Company purchased PGV in order to increase its geothermal power plant operations in the U.S. 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 in the year ended December 31, 2005, which non-compliance resulted in the imposition of sanctions that reduced the aggregate amounts of revenues payable to the Company from the relevant power purchaser, and amounted to $0.1 million for the year ended December 31, 2005 and $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:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Steamboat 2/3 Project and Meyberg Property | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Steamboat Hills Project | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Puna Project | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Total |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Accounts receivable assumed | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,944 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,870 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,814 | |
Property, plant and equipment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 78,719 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 20,809 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 56,881 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 156,409 | |
Intangibles (power purchase agreement) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,499 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 14,992 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 19,491 | |
Accounts payable and other liabilities assumed | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,455 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (179 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,634 | ) |
Asset retirement obligation | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (941 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (548 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (641 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (2,130 | ) |
Total cash paid | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 82,766 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 20,261 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 72,923 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 175,950 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
118
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands, except per share amounts) |
Revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 231,788 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 155,900 | |
Income before cumulative effect of accounting change | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 17,789 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 18,329 | |
Net income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 17,789 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 18,124 | |
Basic and diluted earnings per share | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.72 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.78 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
NOTE 3 — INVENTORIES
Inventories consist of the following:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Raw materials and purchased parts for assembly | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,521 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,664 | |
Self-manufactured assembly parts and finished products | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,703 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,382 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 5,224 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 6,046 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
NOTE 4 — COST AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Costs and estimated earnings incurred on uncompleted contracts | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 39,142 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 19,368 | |
Less billings to date | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 42,916 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (22,343 | ) |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (3,774 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (2,975 | ) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
119
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
These amounts are included in the balance sheets under the following captions:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Costs and estimated earnings in excess of billings on uncompleted contracts | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 8,883 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,164 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (12,657 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (6,139 | ) |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (3,774 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (2,975 | ) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The completion costs of the Company’s construction contracts are subject to estimation. Due to uncertainties inherent in the estimation process, it is reasonably possible that estimated contract earnings will be further revised in the near term.
NOTE 5 — UNCONSOLIDATED INVESTMENTS
Unconsolidated investments in power plant projects consist of the following:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Orzunil: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Investment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,807 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,391 | |
Advances | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,712 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,478 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,519 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,869 | |
Mammoth | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 34,240 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 36,361 | |
OLCL | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,476 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,588 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 47,235 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 48,818 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
From time to time, the unconsolidated power plants make distributions to their owners. Such distributions are deducted from the investments in such power plants.
The Zunil Project
The Company had as of December 31, 2005, 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 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:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Interest Rate | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Maturity Date |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | |
Subordinated | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,415 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,835 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 3-month LIBOR +4% | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | November 15, 2011 |
Junior subordinated | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 297 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 643 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 0% | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | see below |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,712 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 4,478 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
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 $269,000, $214,000 and $270,000 during the years ended December 31, 2005, 2004 and 2003, respectively.
120
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s equity in income of Orzunil was not significant for each of the years presented in these financial statements.
On March 13, 2006, the Company acquired an additional 50.8% ownership interest in the Zunil Project, and increased its existing 21.0% ownership interest to 71.8%. The purchase price was $14,750,000.
Due to recent hurricane activity, access roads and piping from the wells to the power plant in the Zunil Project were damaged and as a result, the Project was not in operation from October 14, 2005 to March 10, 2006. Orzunil has filed an insurance claim in respect of the damage, which is currently under discussion with the insurance company. OrZunil has already received an advance payment against the claim and believes that any final resolution of the claim will not have material impact on its results of operation.
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 located near the city of Mammoth, California. The purchase price was less than the underlying net equity of Mammoth by approximately $9.3 million. As such, the basis difference 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.
The condensed financial position and results of operations of Mammoth are summarized below:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Condensed balance sheets: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Current assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 7,430 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 11,088 | |
Non-current assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 82,550 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 83,944 | |
Current liabilities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,114 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 924 | |
Non-current liabilities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,708 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,774 | |
Partners' Capital | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 85,158 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 90,334 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Period from December 18, 2003 to December 31, 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Condensed statements of operations: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 15,782 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 15,815 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 672 | |
Gross margin | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,021 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,830 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 252 | |
Net income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,824 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,521 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 246 | |
Company's equity in income of Mammoth: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
50% of Mammoth net income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,912 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,761 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 123 | |
Plus amortization of basis difference | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 593 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 593 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 18 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,505 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,354 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 141 | |
Less income taxes | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (952 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (894 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,553 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,460 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 141 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
121
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Mammoth project sells its electrical output to Southern California Edison Company (‘‘SCE’’) under three separate power purchase agreements. Under the G-1 power purchase agreement, in certain circumstances, SCE or its affiliates has a right of first refusal to acquire the plant.
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:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Condensed balance sheets: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Current assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 7,972 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 7,178 | |
Non-current assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,267 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 16,864 | |
Current liabilities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,083 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,035 | |
Non-current liabilities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,810 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 8,889 | |
Stockholders' equity | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9,346 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9,118 | |
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Period from April 1, 2004 to December 31, 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Condensed statements of operations: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 13,134 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 8,217 | |
Gross margin | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,246 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,592 | |
Net income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,271 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 838 | |
Company's equity in income of OLCL: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
80% of OLCL net income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 4,217 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 670 | |
Plus amortization of deferred revenue on intercompany profit ($2.2 million unamortized balance at December 31, 2005) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 708 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 789 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 4,925 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,459 | |
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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.
In 1996, OLCL entered into a Build, Operate, and Transfer (‘‘BOT’’) agreement with PNOC-Energy Development Corporation (‘‘PNOC’’) in connection with the four geothermal power generation plants, with a total capacity of 49MW, located in Leyte, Philippines. The BOT agreement calls for OLCL 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). 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. OLCL owns the plants for a ten-year period ending
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 2007, at which time they will be transferred to PNOC for no further consideration. The Company does not anticipate any material financial loss as a result of such transfer, although going forward this will reduce the Company's foreign generation capacity by 49 MW.
In connection with the construction of the four geothermal power generation plants, OLCL 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 balance of the Term Loan as of December 31, 2005 and 2004 is $8,890,000 and $13,969,000, respectively. 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, 2005, Management believes OLCL was in compliance with the covenants under the Term Loan.
NOTE 6 — PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net, consist of the following:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Land | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 11,521 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 11,442 | |
Leasehold improvements | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 966 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 966 | |
Machinery and equipment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,558 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,579 | |
Office equipment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,840 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,306 | |
Automobiles | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,278 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,079 | |
Geothermal power plants, including geothermal wells: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
United States of America | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 471,886 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 420,134 | |
Foreign countries | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 68,547 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 68,489 | |
Asset retirement cost | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9,678 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9,656 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 580,274 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 525,651 | |
Less accumulated depreciation | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (88,439 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (58,825 | ) |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 491,835 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 466,826 | |
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Depreciation expenses for the years ended December 31, 2005, 2004 and 2003 amount to $31,210,000, $31,729,000 and $15,519,000, 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 $514,176,000 and $444,703,000 as of December 31, 2005 and 2004, respectively.
Foreign operations:
During 1998, the Company entered into a power purchase agreement with Kenya Power and Lighting Co. Ltd. (‘‘KPLC’’). Under the agreement, the Company agreed to 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
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and the related wells amounted to approximately $30,591,000 and $32,533,000 at December 31, 2005 and 2004, respectively. As of December 31, 2005 and 2004, the Company had incurred approximately $21,555,555 and $20,890,000, respectively (included in construction-in-process), in connection with construction of Phase II of the power plant. Upon implementation, the Company expects Phase II to add 35 MW in generating capacity to the current Olkaria III project. Under existing documentation for the Olkaria III project, the Company’s subsidiary was required to construct Phase II and to reach commercial operations by May 31, 2007, in order to avoid financial penalties, or by April 17, 2008, at the latest, to avoid termination of the entire power purchase agreement. The Company has reached an agreement with KPLC, subject to execution of a definitive agreement and regulatory approval, pursuant to which the tariff of Phase II will be reduced, KPLC will be required to provide a letter of credit to secure their payment obligations, the completion date will be extended to December 2007 if the definitive agreements are entered into and the letter of credit is opened until April 1, 2006. Management believes that the project will be completed in the required timeframe. If the Company does not complete 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 $21,060,000 and $23,784,000 at December 31, 2005 and 2004 respectively. Additionally, as of December 31, 2005 and 2004, the Company has incurred approximately $1,215,000 and $1,046,000, respectively, (included in construction-in-process) to drill an additional well.
The Company is engaged in the construction of several geothermal power plants in other foreign countries. At December 31, 2005 and 2004, such projects were in the various stages of construction and the related costs totaling approximately $22,367,000 and $2,781,000, respectively, have been included as construction-in-process.
NOTE 7 — INTANGIBLE ASSETS
Intangible assets consist mainly of all of the Company’s power purchase agreements acquired in business combinations and amounted to $47,915,000 (including royalty rights in the amount of $1,800,000) and $48,930,000, net of accumulated amortization of $6,248,000 and $3,449,000 as of December 31, 2005 and 2004, respectively. Amortization expense for the years ended December 31, 2005, 2004 and 2003 amount to $2,815,000, $2,523,000, and $524,000, respectively.
Estimated future amortization expense for the intangible assets as of December 31, 2005 is as follows:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Year ending December 31: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
2006 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,819 | |
2007 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,713 | |
2008 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,669 | |
2009 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,669 | |
2010 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,669 | |
Thereafter | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 34,376 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 47,915 | |
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Trade payables | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 32,641 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 19,523 | |
Scheduling and transmission charges | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,192 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,970 | |
Royalties | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,143 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,604 | |
Salaries and other payroll costs | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,512 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,967 | |
Income tax payable | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,352 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,414 | |
Other | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,208 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,087 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 50,048 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 37,565 | |
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NOTE 9 — LONG-TERM DEBT
Long-term debt consists of notes payable under the following agreements:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Limited and non-recourse agreements: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Non-recourse agreement: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Beal Bank Credit Agreement | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 150,637 | |
Limited recourse agreement: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Credit facility agreement | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 14,140 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 17,028 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 14,140 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 167,665 | |
Less current portion | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (2,888 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (8,295 | ) |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 11,252 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 159,370 | |
Full recourse agreements with banks: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Loan one | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,000 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 4,000 | |
Loan two | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,333 | |
Bridge loan | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 20,000 | |
Other | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 28 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,000 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 27,361 | |
Less current portion | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,000 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (24,361 | ) |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 2,000 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,000 | |
Senior Secured Notes (non recourse): | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Ormat Funding Corp.(‘‘OFC’’) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 183,399 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 189,489 | |
OrCal Geothermal Inc.(‘‘OrCal’’) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 165,000 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 348,399 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 189,489 | |
Less current portion | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (23,754 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (6,090 | ) |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 324,645 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 183,399 | |
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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
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
into a loan agreement with Beal Bank (‘‘Beal Bank Credit Agreement’’) amounting to $154.5 million. On December 8, 2005, in connection with the issuance of the OrCal Senior Secured Notes (see below), OrCal repaid the loan in its entirety. This repayment resulted in a one-time charge to interest expense of approximately $16.6 million, comprising of: (i) prepayment premium of $11.5 million associated with payment of the Beal Bank loan, (ii) write-off of certain deferred financing costs amounting to $4.2 million associated with the incurrence of the Beal Bank loan, and (iii) loss of $0.9 million associated with the interest rate caps transaction described below. The tax effect of such one time charge is $6.3 million, bringing the net effect of it to $10.3 million.
During the second quarter of 2004, the Company 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, the Company paid an aggregate of $3,820,000 to the financial institutions. 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 the Company the difference between the 3-month 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. From October 1, 2004 through December 8, 2005 (the date of the repayment of the Beal Bank Loan), the Cap Transactions qualified for cash flow hedge accounting. The fair value of the Cap Transactions at December 31, 2005 and 2004 amounted to $1,034,000 and $1,663,000, respectively. 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 $322,000, net of related taxes of $198,000 was included as ‘‘Loss in respect of derivatives instruments designated for cash flow hedge, net of related taxes’’ under ‘‘Other comprehensive income (loss)’’. The decrease in the fair value for the period from January 1, 2005 through December 8, 2005 (the date of the repayment of the Beal Bank Loan) of $241,000, net of related taxes of $149,000 was included as ‘‘Loss in respect of derivatives instruments designated for cash flow hedge, net of related taxes’’ under ‘‘Other comprehensive income (loss)’’. As a result of the early repayment of the Beal Bank loan the aggregate amount of $563,000, net of related taxes of $347,000, which was included in ‘‘Other comprehensive income (loss)’’ has been charged to the consolidated statement of operations ($910,000 have been recorded as interest expense and $347,000 have been recorded as income tax benefit), and the decrease in the fair value for the period from December 8, 2005 through December 31,2005 of $239,000 has been recorded in the consolidated statement of operations as interest expense. The fair value of the Cap Transactions is the estimated amount that the Company 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 $36,800,000 (‘‘Phase II Loan’’) (collectively the ‘‘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 3-month 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 3-month LIBOR plus 3.0%, and is added to the outstanding balances of the Phase II Loan until the commencement of the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
principal and interest payments. At December 31, 2005, and 2004, $5,666,000 and $6,856,000, respectively, was outstanding under the Phase I Loan and approximately $8,474,000 and $10,172,000, 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, 2005, 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 $8.0 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 12-month LIBOR plus 1.7%, and is payable annually.
Loan two
On March 10, 2005, the Company repaid $3.3 million that was outstanding under an original loan of $10.0 million from a bank. The loan has now been repaid in full.
Bridge loan
In June 2004, the Company entered into a $20.0 million revolving credit agreement. On February 10, 2005, the Company repaid the then outstanding balance under the agreement.
Future minimum payments
Future minimum payments under long-term obligations, excluding the senior secured notes and notes payable to Parent, as of December 31, 2005 are as follows:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Year ending December 31: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
2006 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,888 | |
2007 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,888 | |
2008 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,888 | |
2009 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,888 | |
2010 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,588 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 17,140 | |
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OFC Senior Secured Notes
On February 13, 2004, OFC, a wholly owned subsidiary, completed the issuance of $190.0 million, 8¼% Senior Secured Notes (the ‘‘OFC Notes’’) pursuant to an exempt offering under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the ‘‘OFC Offering’’), and received net cash proceeds of approximately $179.7 million after deduction of issuance costs of approximately $10.3 million, which have been included in deferred financing costs in the balance sheets. The OFC Notes have a final maturity date of December 30, 2020. Principal and interest on the OFC Notes are payable in semi-annual payments that commenced on June 30, 2004. The OFC Notes are fully and unconditionally guaranteed by all of the wholly owned subsidiaries of OFC, and secured (with certain exceptions) by all real property, contractual rights, revenues and bank accounts, intercompany notes and certain insurance policies of OFC and its subsidiaries. There are various restrictive covenants
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
under the OFC Notes, which include limitations on additional indebtedness and payment of dividends. As of December 31, 2005, management believes that OFC was in compliance with the covenants contained in the indenture governing the OFC Notes.
OFC may redeem the OFC Notes, in whole or in part, at any time at a redemption price equal to the principal amount of the OFC 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, OFC may be required to redeem a portion of the OFC Notes at a redemption price ranging from 100% to 101% of the principal amount of the OFC Notes being redeemed plus accrued interest, premium and liquidated damages, if any.
A registration statement on Form S-4 relating to the OFC Notes was filed with and declared effective by the SEC on February 9, 2005. Pursuant to the registration statement, OFC made an offer to the holders of the OFC 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.
As required under the terms of the OFC Notes, OFC has restricted cash account which is classified as current on the balance sheet:
Debt service reserve
OFC maintains an account with a required minimum balance, which may be funded by cash or backed by letters of credit (see below) in an amount sufficient to pay scheduled debt service amounts, including principal and interest, due under the terms of the OFC Notes in the following six months. As of December 31, 2005, the balance of such account was $12.3 million in cash. As of December 31, 2004, the restricted cash accounts were funded by a letter of credit which was issued by the Company in the total amount of approximately $10.8 million (see Note 18).
Non-current restricted cash at December 31, 2005 relating to proceeds from the OFC Offering consisted of the following:
Burdette (formerly Galena) re-powering construction reserve
As required under the terms of the OFC Notes, OFC set aside approximately $25.8 million ($19.4 million at December 31, 2004) for the construction of an additional plant at the Steamboat Complex. The Company named the project as the Burdett project. The Company completed the construction at the end of 2005.
Future minimum payments under the OFC Notes, as of December 31, 2005 are as follows:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Year ending December 31: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
2006 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $9,611 |
2007 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 8,932 |
2008 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 7,835 |
2009 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 9,140 |
2010 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 10,118 |
Thereafter | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 137,763 |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $183,399 |
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OrCal Senior Secured Notes
On December 8, 2005, OrCal, a wholly owned subsidiary, completed the issuance of $165.0 million, 6.21% Senior Secured Notes (the ‘‘OrCal Notes’’) pursuant to an exempt offering
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the ‘‘OrCal Offering’’) and received net cash proceeds of approximately $161.1 million after deduction of issuance costs of approximately $3.9 million, which have been included in deferred financing costs in the balance sheet. The OrCal Notes have been rated BBB− by Fitch. The OrCal Notes have a final maturity date of December 30, 2020. Principal and interest on the OrCal Notes are payable in semi-annual payments which will commence on June 30, 2006. The OrCal Notes are collateralized by substantially all of the assets of OrCal, including OrCal and its subsidiaries’ capital stock, all real property, contractual rights, revenues and bank accounts, intercompany notes, certain insurance policies and are fully and unconditionally guaranteed by all of the wholly owned subsidiaries of OrCal. There are various restrictive covenants under the OrCal Notes, which include limitations on additional indebtedness and payment of dividends. As of December 31, 2005, management believes that OrCal was in compliance with the covenants under the OrCal Notes.
OrCal may redeem the OrCal Notes, in whole or in part, at any time at a redemption price equal to the principal amount of the OrCal Notes to be redeemed plus accrued interest, and a ‘‘make-whole’’ premium. Upon certain events, as defined in the note agreement, OrCal may be required to redeem a portion of the OrCal Notes at a redemption price of 100% of the principal amount of the OrCal Notes being redeemed plus accrued interest.
As required under the terms of the OrCal Notes, OrCal has a restricted cash account which is classified as current on the balance sheet:
Debt service reserve
OrCal maintains an account, with a required minimum balance, which may be funded by cash or backed by letters of credit in an amount sufficient to pay scheduled debt service amounts, including principal and interest, due under the terms of the OrCal Notes in the following six months. As of December 31, 2005, the balance of such account was $9.5 million in cash.
Future minimum payments under the OrCal Notes, as of December 31, 2005 are as follows:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Year ending December 31: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
2006 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 14,143 | |
2007 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 16,398 | |
2008 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 17,641 | |
2009 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,042 | |
2010 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,216 | |
Thereafter | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 95,560 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 165,000 | |
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In anticipation of the OrCal Offering, on September 9, 2005, in connection with such contemplated offering, the Company entered into a rate lock agreement with a financial institution (the ‘‘counterparty’’), at a locked-in rate of 4.047%, with a notional amount of $175.0 million, which terminated on December 5, 2005. The rate lock was based on a 7-year treasury security that matures in November 2012. On December 5, 2005, the Company received from the counterparty to the rate lock agreement an amount of $4,488,000. A gain of $2,624,000, net of related taxes of $1,608,000 is recorded as ‘‘Gain in respect of derivative instruments designated for cash flow hedge, net of related taxes’’ under ‘‘Other comprehensive income (loss)’’ and is amortized over the OrCal Notes using the effective interest method. The remaining gain of $159,000, net of related taxes of $97,000 has been charged to the consolidated statement of operations ($256,000 has been recorded as interest income and $97,000 has been recorded as income tax expense).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 — REFINANCING OF THE PUNA PROJECT
On May 19, 2005, the Company’s wholly owned subsidiary in Hawaii, Puna Geothermal Ventures (‘‘PGV’’) completed a refinancing of the cost of the June 2004 acquisition of the Puna geothermal power plant located on the Big Island of Hawaii (the ‘‘Puna Project’’). A secondary stage of the lease transaction which is refinancing two new geothermal wells that PGV drilled in the second half of 2005 (for production and injection) was completed on December 30, 2005. The refinancing was concluded with financing parties by means of the lease-leaseback transactions described below.
Pursuant to a 31-year head lease (the ‘‘Head Lease’’), PGV leased its geothermal power plant to an unrelated company in return for prepaid lease payments in the total amount of $83.0 million (the ‘‘Deferred Lease Income’’). The total costs of the leased assets as of December 31, 2005, amounted to $58.3 million, net of accumulated depreciation of $3.7 million. The unrelated company (the ‘‘Lessor’’) simultaneously leased-back the Puna Project to PGV under a 23-year lease (the ‘‘Project Lease’’). PGV’s rent obligations under the Project Lease will be paid solely from revenues generated by the Puna Project under a power purchase agreement that PGV has with Hawaii Electric Light Company (‘‘HELCO’’). The Head Lease and the Project Lease are non-recourse lease obligations to the Company. PGV’s rights in the geothermal resource and the related power purchase agreement have not been leased to the Lessor as part of the Head Lease but are part of the Lessor’s security package.
Neither the Head Lease nor the Project Lease meet one or more of the criteria set forth in paragraph 7 of SFAS No. 13, Accounting for Leases, for classification as capital leases and, therefore, are accounted for as operating leases. The Deferred Lease Income will be amortized, using the straight-line method, over the 31-year term of the Head Lease. Deferred transaction costs amounting to $4.3 million will be amortized, using the straight-line method, over the 23-year term of the Project Lease. The annual lease income will be $2.7 million and the annual lease expense will be $5.2 million.
Future minimum lease payments under the Project Lease, as of December 31, 2005, are as follows:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Year ending December 31: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
2006 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $5,904 |
2007 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 6,887 |
2008 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 7,573 |
2009 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 8,013 |
2010 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 7,567 |
Thereafter | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 80,187 |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $116,131 |
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Depository accounts
As required under the terms of the lease agreements, there are certain reserve funds that need to be managed by the indenture trustee in accordance with certain balance requirements and which are included in the balance sheet as of December 31, 2005 in restricted cash accounts and are classified as current as they are used to pay current payments.
Revenue account
PGV deposits all revenues received into the revenue account. Such amounts are used to pay operating expenses and fund the depository accounts as describe below, but the funds are only available to PGV upon submission of draw requests by PGV to the bank. As such amounts are fully restricted to use by PGV, they have been classified as current restricted assets as the amounts are used to pay current operating expenses. As of December 31, 2005, the balance of such account was $3.5 million.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lease rent reserve accounts
PGV maintains accounts to fund the full amount of the next rent payment according to the payment schedule. As of December 31, 2005, the balance of such accounts was $2.3 million in cash.
Well maintenance reserve account
PGV maintains a reserve account to fund well field works including the drilling of new wells. The reserve should be met on a monthly basis, in amounts equal to 1/12 of a scheduled annual contribution. As of December 31, 2005, the balance of such account was $0.5 million in cash.
Capital expenditure account
PGV maintains an account to fund its capital expenditures. Deposits to this account are at PGV’s sole discretion, but no distributions are allowed to Ormat Nevada Inc., a wholly owned subsidiary of the Company, if the balance is less than $0.5 million. As of December 31, 2005, the balance in this account was $0.
Distribution account
PGV maintains an account to deposit its remaining cash, after making all of the necessary payments and transfers as provided for in the lease agreements, in order to make distributions to Ormat Nevada Inc. The distributions are allowed only if PGV maintains various restrictive covenants under the lease agreements, which include limitations on additional indebtedness. As of December 31, 2005, the balance of such account was $6.8 million. This amount can be distributed to Ormat Nevada Inc. currently and has been classified as current restricted assets.
In anticipation of the above refinancing, on February 25, 2005, the Company entered into a treasury rate lock agreement with a financial institution, at a locked-in treasury rate of 4.31%, with a notional amount of $52.0 million, which terminated on March 31, 2005. The rate lock was based on a 10-year treasury security that matures on February 15, 2015. On March 31, 2005, the Company received from the counterparty to the rate lock agreement an amount of $658,000. This amount net of related taxes of $250,000 is recorded as ‘‘Gain in respect of derivative instruments designated for cash flow hedge, net of related taxes’’ under ‘‘Other comprehensive income (loss)’’ and is amortized over the 23-year term of the Project Lease.
On April 20, 2005, the Company entered into a new treasury rate lock agreement with the same financial institution, at a locked-in treasury rate of 4.22%, with a notional amount of $52.0 million and originally scheduled to terminate on May 2, 2005. The new rate lock agreement's termination date was extended until May 18, 2005 at a new locked-in treasury rate of 4.25%. The rate lock was based on a 10-year treasury security that matures on February 15, 2015. There was no consideration paid by either party as a result of the extension. On May 18, 2005, the Company paid the counterparty to the new rate lock agreement the amount of $762,000. This amount net of related taxes of $290,000 is recorded as ‘‘Loss in respect of derivative instruments designated for cash flow hedge, net of related taxes’’ under ‘‘Other comprehensive income (loss)’’ and is amortized over the 23-year term of the Project Lease.
NOTE 11 — 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, which was amended by FIN no. 47, 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. 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Balance at beginning of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 10,665 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 5,737 | |
Change in price estimates | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 22 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,210 | |
Liabilities incurred | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,130 | |
Accretion expense | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 774 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 588 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 11,461 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 10,665 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
During the fourth quarters of 2005 and 2004, the Company increased the aggregate carrying amount of its asset retirement obligation by $22,000 and $2,210,000, respectively. The net 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. The addition of the Gould Plant did not increase the asset retirement obligation as the new plant will use existing wells.
NOTE 12 — 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. Options granted to employees under the 2004 Incentive Plan cliff vest and are exercisable from the grant date as follows: 25% after 24 months, 25% after 36 months, and the remaining 50% after 48 months. Options granted to non-employee directors under the 2004 Incentive Plan cliff vest and are exercisable one year after the grant day. Vested shares may be exercised for up to ten years from the date of grant. On November 9, 2005, the Company filed a registration statement on Form S-8 with the SEC with respect to the shares of common stock underlying such grants.
The following table summarizes the status of the 2004 Incentive Plan as of and for the periods presented below (shares in thousands):
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Shares | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Weighted Average Exercise Price | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Shares | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Weighted Average Exercise Price |
Outstanding at beginning of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 223 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 15.00 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Granted, at fair value | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 25 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 20.10 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 223 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15.00 | |
Exercised | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Forfeited | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (12 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15.00 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Outstanding at end of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 236 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15.54 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 223 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15.00 | |
Options exercisable at end of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15.00 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Weighted-average fair value ofoptions granted during the year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 6.62 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.96 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
132
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes information about stock options outstanding at December 31, 2005 (shares in thousands):
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Exercise Price | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Number of Sshares Outstanding | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Waighted Average Remaining Contractual Life in Years | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Number of Shares Exerciseble | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Waighted Average Remaining Contractual Life in Years |
$15.00 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 211 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 8.8 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 8.8 | |
20.10 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 25 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 8.8 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 236 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 8.8 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 8.8 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The following table summarizes information about stock options outstanding at December 31, 2004 (shares in thousands):
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Exercise Price | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Number of Sshares Outstanding | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Waighted Average Remaining Contractual Life in Years | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Number of Shares Exerciseble | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Waighted Average Remaining Contractual Life in Years |
$15.00 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 223 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9.8 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
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):
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Shares | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Weighted Average Exercise Price | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Shares | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Weighted Average Exercise Price | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Shares | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Weighted Average Exercise Price |
Outstanding at beginning of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,362 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 2.32 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,930 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1.81 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,320 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1.86 | |
Granted, below fair value | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 651 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3.78 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 710 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.75 | |
Exercised | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (554 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.97 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (192 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.97 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (68 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.26 | |
Forfeited | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (61 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.62 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (27 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.00 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (32 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.00 | |
Outstanding at end of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,747 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.42 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,362 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.32 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,930 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.81 | |
Options exercisable at end of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 296 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.79 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 215 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.88 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 92 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.26 | |
Weighted-average fair value of options granted during the year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1.73 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.60 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
133
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company recorded deferred stock compensation for options granted below fair value of $0, $52,000 and $14,000 in the years ended December 31, 2005, 2004 and 2003, 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, 2005, 2004 and 2003 is $91,000, $61,000 and $39,000, respectively.
The following table summarizes information about stock options outstanding at December 31, 2005 (shares in thousands):
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Exercise Price | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Number of Shares Outstanding | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Waighted Average Remaining Contractual Life in Years | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Number of Shares Exerciseble | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Waighted Average Remaining Contractual Life in Years |
$1.41 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 379 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.2 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 67 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.2 | |
1.75 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 681 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.2 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 161 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.2 | |
2.26 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 68 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 0.1 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 68 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 0.1 | |
3.78 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 619 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3.3 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,747 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.3 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 296 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.5 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The following table summarizes information about stock options outstanding at December 31, 2004 (shares in thousands):
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Exercise Price | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Number of Shares Outstanding | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Waighted Average Remaining Contractual Life in Years | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Number of Shares Exerciseble | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Waighted Average Remaining Contractual Life in Years |
$1.41 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 582 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.20 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 97 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.2 | |
1.75 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 699 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3.20 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
2.26 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 432 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.10 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 118 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.1 | |
3.78 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 649 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4.3 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,362 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2.8 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 215 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.6 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
NOTE 13 — 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 the 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 certain circumstances, SCE or its designee has a right of first refusal to acquire the OG I and OG II power plants in the Ormesa project and the Heber 1 power plant. Upon satisfaction of certain conditions specified in the PPA and subject to receipt of requisite approvals and negotiations between the parties, the Company will have the right to demand that SCE purchase the Heber 1 power plant.
134
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In connection with the power purchase agreements for the Ormesa project, SCE has expressed its intent not to pay the contract rate for the power supplied by the GEM 2 and GEM 3 plants to the Ormesa project. SCE contends that California ISO real-time prices should apply, while management believes that SP-15 prices quoted by NYMEX should apply. According to Southern California Edison’s estimation, the amount under dispute is approximately $2.5 million. The parties have signed an Interim Agreement; whereby SCE will continue to procure the GEM 2 and GEM 3 power at the current energy rate of 5.37 Cents/kWh until May 1, 2007. In addition a long term PPA is expected to be entered into for the GEM 2 and GEM 3 power. The negotiations of the long term PPA are still under way and there is no guarantee that it will be successfully completed. Management believes that such settlement agreement will not have a material financial impact on the Company.
Sierra Pacific Power Company (‘‘SPPC’’) — Nevada
The Company also has seven 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, two related to the Steamboat 2 and 3 Power Plants and one related to the Burdette Plant. The Burdette PPA provides for the sale of energy and will expire in 2026. All the other 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 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.
Southern California Public Power Authority (‘‘SCPPA’’)
In December 2005, the Company signed a new 25-year PPA with SCPPA for the sale of energy from the Gould Plant in the Heber Complex (the ‘‘Gould PPA’’). Under the Gould PPA, 10 MW of power will be delivered to SCPPA for a fixed price of $57.50/MWh. This price will escalate annually at a rate of 1.5% and includes the value for the environmental attributes, known as renewable energy credits. In addition, if and when available, 30% of the production tax credits generated from the Gould Plant will be shared with SCPPA. Deliveries will begin in the first quarter of 2006.
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.
135
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Additional information
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 its power purchase agreements.
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 its Heber 1 and 2, Steamboat 2/3, Steamboat Hills, and Puna projects (see Note 2), contained a lease element requiring lease accounting. In addition, the Company assessed the Burdette PPA and concluded that such PPA also contains 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, 2005 were as follows:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Year ending December 31: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
2006 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 67,125 | |
2007 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 65,741 | |
2008 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 62,984 | |
2009 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 59,712 | |
2010 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 59,653 | |
Thereafter | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 678,652 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 993,867 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
136
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 — INCOME TAXES
Income from continuing operations before provision for income taxes, minority interest, and equity in income of investees consisted of:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
U.S | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 702 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 8,436 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 2,263 | |
Non-U.S. (foreign) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 12,271 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 12,505 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15,862 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 12,973 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 20,941 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 18,125 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The components of income tax expense are as follows:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Current: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Federal | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | |
Foreign | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,872 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,824 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 446 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,872 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,824 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 446 | |
Deferred: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Federal | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 577 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,772 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,210 | ) |
State | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 132 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 86 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 432 | |
Foreign | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (2,891 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 927 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,838 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (2,182 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,785 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,060 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 4,690 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 6,609 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 2,506 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The significant components of the deferred income tax expense are as follows:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Deferred tax expense (exclusive of the | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
effect of other components listed below) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (259 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 7,360 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 5,233 | |
Benefit of operating loss carryforwards—US | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,923 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (3,575 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,643 | ) |
Utilization of operating loss carryforwards-Israel | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 796 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,019 | |
Change in valuation allowance | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (796 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,019 | ) |
Benefit of investment tax credits | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,530 | ) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (2,182 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,785 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 2,060 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
137
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The difference between the U.S. federal statutory tax rate and the Company’s effective rate are as follows:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
U.S. federal statutory tax rate | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 34.0 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 34.0 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 34.0 | % |
State income tax, net of federal benefit | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 0.7 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 0.3 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1.7 | |
Effect of foreign income tax, net | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1.5 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (2.4 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (7.0 | ) |
Valuation allowance—Israel | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (5.6) |
Investment tax credits | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (8.4 | ) |
Other, net | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3.0 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (0.3 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (0.9 | ) |
Effective tax rate | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 36.2 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31.6 | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13.8 | % |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The net deferred tax assets and liabilities consist of the following:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Deferred tax assets (liabilities): | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Net foreign deferred taxes, primarily depreciation | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (5,563 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (8,454 | ) |
Depreciation | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (33,840 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (20,121 | ) |
Net operating loss carryforwards—U.S. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 12,843 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,920 | |
Lease transaction | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,457 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Investment tax credits | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,971 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,971 | |
Accrued liabilities and other | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,167 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,361 | |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (14,965 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (14,323 | ) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Deferred taxes are included in the balance sheets as follows:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Among current assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,663 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,001 | |
Among non-current assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,376 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,044 | |
Among non-current liabilities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (22,004 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (18,368 | ) |
Total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (14,965 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (14,323 | ) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
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, 2005 will be realized.
At December 31, 2005, the Company had U.S. federal net operating loss (‘‘NOL’’) carryforwards of approximately $34.6 million and state NOL carryforwards of approximately $28.4 million, 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, 2005 carry over for 20 years until utilized and expire in 2022 and 2023.
Through June 30, 2004, the Company had net operating loss carryforwards related to its Israeli operations of approximately $14.0 million available to reduce future taxable income, which could be carried over indefinitely until utilized. However, 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
138
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
likely 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 $50.4 million at December 31, 2005. 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 $798,000 and increasing earnings per share by $0.03 for the year ended December 31, 2003.
Israel — The Company’s operations in Israel through OSL are taxed at the regular corporate tax rate of 36% in 2003, 35% in 2004, 34% in 2005, 31% in 2006, 29% in 2007, 27% in 2008, 26% in 2009 and 25% in 2010 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 37.5%, respectively.
139
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 — 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.
Summarized financial information concerning the Company’s reportable segments is shown in the following tables:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Electricity | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Products | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Consolidated |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Year ended December 31, 2005: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Net revenues from external customers | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 177,369 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 60,623 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 237,992 | |
Intersegment revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 52,679 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 52,679 | |
Depreciation and amortization expense | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 39,557 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 629 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 40,186 | |
Operating income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 56,831 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,078 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 63,909 | |
Segment assets at year end* | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 864,968 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 49,512 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 914,480 | |
Expenditures for long-lived assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 112,990 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,759 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 116,749 | |
* Including unconsolidated investments | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 47,235 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Year ended December 31, 2004: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Net revenues from external customers | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 158,831 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 60,399 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 219,230 | |
Intersegment revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,045 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,045 | |
Depreciation and amortization expense | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 34,806 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 665 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 35,471 | |
Operating income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 55,895 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,549 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 62,444 | |
Segment assets at year end* | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 812,816 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 37,272 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 850,088 | |
Expenditures for long-lived assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 213,255 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 817 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 214,072 | |
* Including unconsolidated investments | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 48,815 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Year ended December 31, 2003: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Net revenues from external customers | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 77,752 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 41,688 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 119,440 | |
Intersegment revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,130 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,130 | |
Depreciation and amortization expense | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15,969 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 650 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 16,619 | |
Operating income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 20,390 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,100 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 25,490 | |
Segment assets at year end* | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 519,173 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 23,965 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 543,138 | |
Expenditures for long-lived assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 276,266 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 386 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 276,652 | |
* Including unconsolidated investments | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 46,760 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
140
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Revenues: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Total segment revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 237,992 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 219,230 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 119,440 | |
Intersegment revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 52,679 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,045 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,130 | |
Elimination of Intersegment revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (52,679 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (13,045 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (7,130 | ) |
Total consolidated revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 237,992 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 219,230 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 119,440 | |
Operating income: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Operating income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 63,909 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 62,444 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 25,490 | |
Interest expenses, net | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (51,009 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (41,469 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (7,513 | ) |
Non-operating income and other, net | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 73 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (34 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 148 | |
Total consolidated income before income taxes, minority interest, and equity in income of investees | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 12,973 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 20,941 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 18,125 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
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:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Revenues from external customers attributable to:(1) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
North America | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 170,102 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 137,124 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 52,534 | |
Pacific Rim | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,646 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 50,362 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,340 | |
Latin America | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,741 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,548 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 25,016 | |
Africa | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,553 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,142 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 12,171 | |
Far East | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,127 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,569 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 17,793 | |
Europe | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31,823 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,485 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,586 | |
Consolidated total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 237,992 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 219,230 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 119,440 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
(1) | Revenues as reported in the geographic area in which they originate. |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Long-lived assets (primarily power plants and related | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
assets) located in: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
North America | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 590,365 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 509,037 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 314,296 | |
Latin America | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 38,682 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 26,938 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 30,778 | |
Africa | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 51,311 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 53,423 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 54,911 | |
Far East | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 571 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 17,433 | |
Europe | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,060 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,837 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,563 | |
Consolidated total | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 685,418 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 591,806 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 418,981 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
141
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents revenues from major customers:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | % | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Revenues | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | % |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | |
Revenues from major customers: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Customer A (1) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 85,856 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 36 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 90,808 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 41 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 32,458 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 27 | |
Customer B (2) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,281 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31,058 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 14 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,318 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9 | |
Customer C (1) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,096 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 12,620 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11 | |
Customer D (1) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,361 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,886 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,617 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10 | |
Customer E (1) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 33,583 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 14 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 28,298 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,389 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10 | |
Customer F (1) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 36,207 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15,470 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
(1) | Revenues reported in electricity segment. |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
(2) | Revenues reported in products segment. |
NOTE 16 — 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:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Year Ended December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2003 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Transactions | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Revenues from an affiliate of the Parent | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 7,959 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | |
Property rental fee expense paid to Parent | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 627 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 627 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 627 | |
Interest expense on note payable to Parent | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 10,635 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 9,723 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,874 | |
Guarantee fees to Parent | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 204 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 548 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 709 | |
Corporate financial, administrative and executive services provided to Parent | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 120 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 120 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 120 | |
License fees to and services rendered by companies controlled by a shareholder of the Parent | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 162 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31, |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
Balances | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Due from Orzunil | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 153 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 149 | |
Due from subsidiaries of Parent | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 167 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,899 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
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, 2005, 2004 and 2003, the fees under the agreement totaled approximately $204,000, $548,000 and $709,000, respectively.
The current liability due to Parent at December 31, 2005 and 2004 of $356,000 and $18,484,000 respectively, represents the net obligation resulting from ongoing operations and transactions with the
142
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2005 and 2004 was $121,140,000 (including current portion of $31,647,000) and $143,187,000 (including the current portion of $22,047,000), respectively. As further discussed in Note 1, on June 29, 2004, $20.0 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 240.0 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 $50,665,000 (using the exchange rate existing on the date of such note). As of December 31, 2005 the ceiling of $50,665,000 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:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Year ending December 31: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
2006 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 31,647 | |
2007 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31,646 | |
2008 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31,647 | |
2009 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 16,600 | |
2010 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9,600 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 121,140 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
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 (see Note 8).
Registration rights agreement
Prior to the closing of the Company’s initial public offering in November 2004, the Company and the Parent entered into a registration rights agreement pursuant to which the Parent may require the Company to register its common stock for sale on Form S-1 or Form S-3. The Company also agreed to pay all expenses that result from the registration of the Company’s common stock under the registration rights agreement, other than underwriting commissions for such shares and taxes. The Company has also agreed to indemnify the parent, its directors, officer and employees against liability that may result from their sale of the Company’s common stock, including Securities Act liabilities.
143
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 — EMPLOYEE BENEFIT PLAN
401(k) Plan
On July 1, 2002 the Company established a 401(k) Plan (the ‘‘Plan’’) for the benefit of its U.S. employees. Employees of the Company and its U.S. subsidiaries who have completed one year of service or who had one year of service upon establishment of the Plan are eligible to participate in the Plan. Contributions are made by employees through pretax deductions up to 60% of their annual salary. Contributions made by the Company are matched up to a maximum of 2% of the employee’s annual salary. The Company’s contributions to the Plan were $228,000, $185,000 and $83,000 for the years ended December 31, 2005, 2004 and 2003, respectively.
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 $10,567,000 and $10,503,000 at December 31, 2005 and 2004, of which $9,201,000 and $9,187,000 were restricted, respectively, and have been presented on the balance sheet as part of ‘‘Deposits and other’’. The severance pay liability covered by the pension funds is not reflected in the financial statements as the severance pay risks have been irrevocably transferred to the pension funds. Under the Israeli severance pay law, restricted funds may not be withdrawn or pledged until the respective severance pay obligations have been met. As allowed under the program, earnings from the investment are used to offset severance pay costs. Severance pay expenses for the years ended December 31, 2005, 2004 and 2003 were $771,000, $537,000 and $511,000, respectively, which includes losses (income) amounting to $(302,000), $(122,000) and $65,000, respectively, generated from the regular deposits and amounts accrued in severance funds.
The Company expects the severance pay contributions in 2006 to be approximately $1.0 million.
The Company expects to pay the following future benefits to its employees upon their reaching normal retirement age:
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Year ending December 31: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands) |
2006 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $706 |
2007 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 15 |
2008 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 560 |
2009 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 681 |
2010 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 38 |
2011-2015 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2,886 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $4,886 |
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The above amounts were determined based on the employees’ current salary rates and the number of years’ service that will have been accumulated at their retirement date. These amounts do
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
not include amounts that might be paid to employees that will cease working with the Company before reaching their normal retirement age.
NOTE 18 — 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 $6,910,000, $4,716,000 and $2,283,000 for the years ended December 31, 2005, 2004 and 2003, respectively.
Letters of credit
In the ordinary course of business with customers, vendors, and lenders, the Company is contingently liable for performance under letters of credit totaling $25.4 million and $25.8 million at December 31, 2005 and 2004, respectively (out of these amounts, letters of credit totaling $5.1 million and $25.8 million respectively, have been obtained by the Parent on behalf of the Company). Management does not expect any material losses to result from these letters of credit because performance is not expected to be required, and, therefore, is of the opinion that the fair value of these instruments is zero.
LOC Agreement
A subsidiary of the Company has a letter of credit and loan agreement (‘‘LOC Agreement’’) with Hudson United Bank (the ‘‘bank’’) pursuant to which the bank agreed to issue one or more letters of credit aggregating to $15.0 million. The LOC Agreement terminates on June 30, 2007, but is automatically 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 3-month 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 worth, leverage ratio, and minimum coverage ratio. At December 31, 2005, the Company was in compliance with the covenants under the LOC Agreement. At December 31, 2004, letters of credit amounting to $10.8 million were issued under the LOC Agreement, which were used to replace cash on deposit in reserve funds for the OFC Notes and the Beal Bank Credit Agreement. As of December 31, 2005, such letters of credit have not been renewed by the Company.
Restrictive covenants
The Company entered into certain agreements with Israeli Banks under which the Company and its Israeli subsidiary, Ormat Systems Ltd., have agreed to certain negative covenants, including, but not limited to, a prohibition on: (i) creating any floating charge or any permanent pledge, charge or lien over the Company’s assets without obtaining the prior written approval of the lender; (ii) guaranteeing the liabilities of any third party without obtaining the prior written approval of the lender; and (iii) selling, assigning, transferring, conveying or disposing of all or substantially all of the Company’s assets. In some cases, the Company and Ormat Systems Ltd. have agreed to maintain certain financial ratios such as a debt service coverage ratio and a debt to equity ratio. The Company does not expect that these covenants or ratios, which apply to the Company on a consolidated basis,
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
will materially limit its ability to execute its future business plans or operations. The failure to perform or observe any of the covenants set forth in such agreements, subject to various cure periods, would result in the occurrence of an event of default and would enable the lenders to accelerate all amounts due under each such agreement.
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, 2005, excluding bonuses and benefits, was approximately $1.5 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, 2005 approximated $1.2 million.
Contingencies
Steamboat Geothermal LLC (‘‘SG’’), a wholly-owned indirect subsidiary, is a party to a litigation related to a dispute over amounts owed to the plaintiffs under certain operating agreements. SG has initiated settlement discussions with the plaintiff and on December 31, 2005 and January 9, 2006, it entered into a sales, settlement and release agreement and an assignment agreement, respectively, with an assignee of 37% of one of the plaintiffs’ right to net operating revenues, whereby SG was assigned such 37% of the net operating revenues of Steamboat 1 in partial settlement of the dispute with such plaintiff. The Company believes that any outcome of the dispute with regard to the remaining claims will not have a material impact on the Company’s results of operations.
The Company was a party to a third-party complaint filed on November 15, 2005 by Lacy M. Henry and Judy B. Henry (the ‘‘Henrys’’) in a bankruptcy proceeding in the United States Bankruptcy Court for the Eastern District of North Carolina. The Henrys are debtors in a Chapter 11
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
bankruptcy filed in the Bankruptcy Court. The Henrys were the sole shareholders of MPS Generation, Inc. (‘‘MPSG’’). The Company entered into a supply contract with MPSG dated as of December 29, 2003, under which the Company was retained as a subcontractor to produce four waste heat energy converters for a project for which MPSG had entered into a contract with Basin Electric Power Cooperative (‘‘Basin’’). Basin filed a lawsuit on February 24, 2005 against, among others, MPSG and the Henrys in the United States District Court for the District of North Dakota, alleging various causes of action including breach of contract, actual and constructive fraud, and conversion, and demanding the piercing of MPSG's corporate veil to establish the personal liability of the Henrys for MPSG’s debts. On September 15, 2005, Basin filed a complaint commencing the bankruptcy proceeding, seeking a determination that the claims which Basin alleged against the Henrys in the North Dakota lawsuit were not dischargeable. On November 15, 2005, the Henrys answered Basin's complaint in the bankruptcy proceeding and also filed a third-party complaint against the Company, alleging that to the extent the Henrys are found personally liable to Basin for MPSG’s debts, the Henrys have claims against the Company for breach of contract/breach of warranty, tortious interference with contract, unfair or deceptive trade practices and fraud. The Henrys alleged damages in excess of $100 million. On December 15, 2005, the Company filed an answer denying the Henrys' claims and asserting counterclaims against the Henrys. The Company believes that it has no liability to the Henrys and intends to defend vigorously against the Henrys’ claims in the bankruptcy proceeding. Therefore, no provision is included in the financial statements in respect of the claim.
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.
The Company is a defendant in various other legal and regulatory proceedings 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.
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NOTE 19 — QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Three Months Ended |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | March 31, 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | June 30, 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Sept. 30, 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Dec. 31, 2004 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | March 31, 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | June 30, 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Sept. 30, 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Dec. 31, 2005 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (dollars in thousands, except per share amounts) |
Revenues: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Electricity Segment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 33,459 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 36,756 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 48,803 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 39,813 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 40,452 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 42,394 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 51,385 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 43,138 | |
Products Segment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 14,146 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15,345 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 14,480 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 16,428 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,444 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,631 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 17,905 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15,643 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 47,605 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 52,101 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 63,283 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 56,241 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 53,896 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 56,025 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 69,290 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 58,781 | |
Cost of revenues: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Electricity Segment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 19,390 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 21,222 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 25,063 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 24,067 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 23,612 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 27,791 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 25,855 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 26,357 | |
Products Segment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,328 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,794 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,908 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 12,306 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,683 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,427 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 12,073 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,053 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 30,718 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 33,016 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 35,971 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 36,373 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 34,295 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 39,218 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 37,928 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 37,410 | |
Gross margin | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 16,887 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 19,085 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 27,312 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 19,868 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 19,601 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 16,807 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31,362 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 21,371 | |
Operating expenses (income): | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Research and development expenses | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 302 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 900 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 351 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 622 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 380 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 714 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 777 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,165 | |
Selling and marketing expenses | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,854 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,092 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,649 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,174 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,208 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,651 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,934 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,083 | |
General and administrative expenses | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,332 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,887 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,776 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,614 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,627 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,975 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,388 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,330 | |
Gain on sale of geothermal resource rights | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (845 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Operating income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 12,399 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,206 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 22,536 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 14,303 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,386 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,467 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 25,263 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 13,793 | |
Other income (expense): | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Interest income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 244 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 187 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 64 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 821 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 810 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,075 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,370 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,053 | |
Interest expense | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (8,523 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (10,952 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (11,737 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (11,573 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (10,298 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (9,502 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (9,011 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (26,506 | ) |
Foreign currency translation and | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
transaction gain (loss) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (321 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (76 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (192 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 443 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (83 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 39 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (21 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (374 | ) |
Other non-operating income (expense) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (24 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 169 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 76 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (109 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 40 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 72 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 53 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 347 | |
Income (loss) before income taxes, minority interest and equity in income of investees | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,775 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,534 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,747 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,885 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,855 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,151 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 17,654 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (11,687 | ) |
Income tax benefit (provision) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,479 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (478 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (4,197 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (455 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,480 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,154 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (6,977 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,921 | |
Minority interest in earnings of subsidiaries | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (108 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Equity in income of investees | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 549 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,486 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 213 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,319 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,533 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,097 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,641 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,623 | |
Net income (loss) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 2,737 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,542 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 6,763 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 4,749 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 3,908 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 4,094 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 12,318 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (5,143 | ) |
Earnings (loss) per share — basic and diluted | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.12 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.15 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.28 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.17 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.12 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.13 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 0.39 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (0.16 | ) |
Weighted average number of shares | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 23,214 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 23,239 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 24,375 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 27,969 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31,563 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31,563 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31,563 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31,563 | |
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Interest expense for the three months ended December 31, 2005 include a one-time charge of approximately $16.6 million as a result of the prepayment on December 8, 2005 of the Beal Bank loan (see Note 9), comprising of: (i) prepayment premium of $11.5 million associated with payment of the Beal Bank loan, (ii) write-off of certain deferred financing costs amounting to $4.2 million associated with the incurrence of the Beal Bank loan, and (iii) loss of $0.9 million associated with the interest rate caps transaction described below. The tax effect of such one time charge is $6.3 million, bringing the net effect of it to $10.3 million.
NOTE 20 — SUBSEQUENT EVENTS
On January 25, 2006, the Company’s wholly owned subsidiary, OrSumas LLC, entered into a 20-year power purchase agreement with Puget Sound Energy (the ‘‘Utility’’) for the supply of power
148
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
from a Recovered Energy Generation facility, which will be located adjacent to the Sumas Compressor Station of Northwest Pipeline Inc. in Sumas, Washington State. The facility is expected to begin commercial operations in the last quarter of 2007 or the first quarter of 2008.
On January 17, 2006, the Company filed a universal shelf registration statement on Form S-3, which was declared effective by the SEC on January 31, 2006. The shelf registration statement provides the Company with the opportunity to issue various types of securities, including debt securities, common stock, warrants and units of our company, from time to time, in one or more offerings up to a total dollar amount of $1 billion. Pursuant to the shelf registration statement, the Company may periodically offer one or more of the registered securities in amounts, at prices, and on terms to be announced when, and if, the securities are offered. At the time any offering is made under the shelf registration statement, the offering specifics will be set out in a prospectus supplement.
On February 15, 2006, the Company’s subsidiary, Ormat Nevada Inc. (‘‘Ormat Nevada’’), entered into a $25 million credit agreement with Union Bank of California (‘‘UBOC’’). Under the credit agreement, Ormat Nevada can request extensions of credit in the form of loans and/or the issuance of one or more letters of credit. UBOC is currently the sole lender and issuing bank under the credit agreement, but is also designated as an administrative agent on behalf of banks that may, from time to time in the future, join the credit agreement as parties thereto. In connection with this transaction, the Company has entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada's obligations under the credit agreement are otherwise unsecured by any of its (or any of its subsidiaries') assets.
There are various restrictive covenants under the credit agreement, which include maintaining certain levels of tangible net worth, leverage ratio, minimum coverage ratio, and a distribution coverage ratio. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios.
On March 6, 2006, one letter of credit with a stated amount of $11.5 million, which replacess restricted cash accounts, has been issued under this credit agreement.
On March 13, 2006, one of our wholly-owned subsidiaries consummated the acquisition of an additional 50.8% partnership interest in Orzunil I de Electricidad, Limitada (Orzunil), as discussed under Note 4.
On March 7, 2006, the Company's Board of Directors declared, approved and authorized payment of a quarterly dividend of $947,000 ($0.03 per share) to all holders of our issued and outstanding shares of common stock on March 28, 2006, payable on April 4, 2006.
149
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Ormat Leyte Co. Ltd.
We have audited the accompanying balance sheet of Ormat Leyte Co. Ltd. (a Philippine limited partnership) (the Partnership) as of December 31, 2005, and the related statements of income, changes in partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership's internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ormat Leyte Co. Ltd. as of December 31, 2005, and the results of its operations and its cash flows for the year ended December 31, 2005 in conformity with U.S. generally accepted accounting principles.
/s/ SyCip Gorres Velayo & Co.
A Member Practice of Ernst & Young Global
Makati City, Philippines
March 27, 2006
150
ORMAT LEYTE CO. LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEET
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | December 31 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Current Assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Cash (Note 4) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,316,091 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 439,393 | |
Restricted cash (Notes 4 and 7) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,781,222 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,981,199 | |
Accounts receivable — net of allowance for doubtful debts of $645,047 in 2005 and $608,485 in 2004 (Note 14) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,725,143 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,625,119 | |
Prepaid expenses | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 154,950 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 131,842 | |
Deferred income tax assets — net (Note 13) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 994,965 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 32,480 | |
Total Current Assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,972,371 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,210,033 | |
Property, Plant and Equipment — net (Notes 2, 6, 7 and 14) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9,937,548 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 15,653,738 | |
Deferred Income Tax Assets — net (Note 13) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 587,248 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Other Non-current Assets — net (Note 5) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 741,893 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,182,857 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 19,239,060 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 24,046,628 | |
Liabilities and Partners' Equity | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Current Liabilities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Accrued expenses (Note 12) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 490,746 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 409,881 | |
Income tax payable (Note 13) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 512,393 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 543,820 | |
Current portion of long-term loan payable (Notes 4, 6 and 7) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,079,776 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,079,776 | |
Total Current Liabilities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,082,915 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,033,477 | |
Long-term Loan Payable — net of current portion (Notes 4, 6 and 7) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,809,828 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 8,889,604 | |
Total Liabilities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9,892,743 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 14,923,081 | |
Partners' Equity | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Limited Partners (Notes 7 and 9) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Investment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 395,000 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,297,145 | |
Accumulated net income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,988,589 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,910,457 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,383,589 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,207,602 | |
General Partner (Notes 7 and 9) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Investment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 105,000 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 344,809 | |
Accumulated net income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,857,728 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,571,136 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,962,728 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,915,945 | |
Total Partners' Equity | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9,346,317 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 9,123,547 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 19,239,060 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 24,046,628 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
See accompanying Notes to Financial Statements.
151
ORMAT LEYTE CO. LTD.
(A LIMITED PARTNERSHIP)
STATEMENT OF INCOME
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Years Ended December 31 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Operating Revenue (Notes 2 and 14) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 13,133,937 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 10,799,895 | |
Costs and Expenses | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Costs of power plants operations (includes cost of services rendered by related parties amounting to $207,273 in 2005 and $186,000 in 2004) (Notes 6, 8, 10 and 14) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,887,775 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,361,469 | |
General and administrative expenses (includes cost of services rendered by a related party amounting to $87,273 in 2005 and $78,000 in 2004) (Notes 8 and 11) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 256,825 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 212,199 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,144,600 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,573,668 | |
Recovery From Insurance (Note 14) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 977,841 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 821,892 | |
Income From Operations | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,967,178 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,048,119 | |
Other Income (Charges) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Interest expense and finance charges (Note 7) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (752,969 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,095,328 | ) |
Amortization of capitalized credit exposure fees (Notes 5 and 7) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (459,532 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (459,532 | ) |
Interest income (Note 4) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 126,103 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 34,284 | |
Foreign exchange loss — net | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (24,677 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (32,790 | ) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,111,075 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,553,366 | ) |
Income Before Tax | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,856,103 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,494,753 | |
Income Tax Expense (Note 13) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Current | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,132,474 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,149,495 | |
Deferred | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,547,781 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (12,325 | ) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 584,693 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,137,170 | |
Net Income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 5,271,410 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,357,583 | |
Allocation of Net Income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Limited Partners | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 4,164,414 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,072,490 | |
General Partner | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,106,996 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 285,093 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 5,271,410 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,357,583 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
See accompanying Notes to Financial Statements.
152
ORMAT LEYTE CO. LTD.
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Years Ended December 31 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Limited Partners | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Investment: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Balance at beginning of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,297,145 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 2,853,710 | |
Return of equity | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (902,145 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,556,565 | ) |
Balance at end of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 395,000 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,297,145 | |
Accumulated net income: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Balance at beginning of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,910,457 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,028,062 | |
Net income for the year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,164,414 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,072,490 | |
Income distribution | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (3,086,282 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,190,095 | ) |
Balance at end of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,988,589 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,910,457 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,383,589 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,207,602 | |
General Partner | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Investment: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Balance at beginning of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 344,809 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 758,580 | |
Return of equity | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (239,809 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (413,771 | ) |
Balance at end of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 105,000 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 344,809 | |
Accumulated net income: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Balance at beginning of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,571,136 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,602,398 | |
Net income for the year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,106,996 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 285,093 | |
Income distribution | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (820,404 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (316,355 | ) |
Balance at end of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,857,728 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,571,136 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,962,728 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,915,945 | |
Total Partners' Equity | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 9,346,317 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 9,123,547 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
See accompanying Notes to Financial Statements.
153
ORMAT LEYTE CO. LTD.
(A LIMITED PARTNERSHIP)
STATEMENT OF CASH FLOWS
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Years Ended December 31 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Cash Flows From Operating Activities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Net income | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 5,271,410 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,357,583 | |
Adjustments for: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Depreciation | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,725,805 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5,738,408 | |
Deferred income tax | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,547,781 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (12,325 | ) |
Amortization of capitalized credit exposure fees | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 459,532 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 459,532 | |
Provision for separation benefits | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 30,050 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 30,050 | |
Unrealized foreign exchange loss (gain) — net | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,516 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (5,017 | ) |
Changes in operating assets and liabilities: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Decrease (increase) in: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Accounts receivable | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 934,220 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (24,658 | ) |
Input value-added tax | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (20,078 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (16,279 | ) |
Prepaid expenses | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (23,108 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 25,544 | |
Increase (decrease) in: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Accrued expenses | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 34,697 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 68,269 | |
Income tax payable | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (49,279 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 137,982 | |
Net cash provided by operating activities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 10,822,984 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 7,759,089 | |
Cash Flows From Investing Activities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Decrease in restricted cash | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 199,977 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 224,651 | |
Acquisitions of property, plant and equipment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (9,615 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (3,417 | ) |
Net cash provided by investing activities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 190,362 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 221,234 | |
Cash Flows From Financing Activities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Repayments of loan | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (5,079,776 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (5,079,776 | ) |
Income distributed to partners | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (3,906,686 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,506,450 | ) |
Return of equity to partners | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,141,954 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (1,970,336 | ) |
Net cash used in financing activities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (10,128,416 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (8,556,562 | ) |
Effects of Exchange Rate Changes on Cash and Cash Equivalents | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (8,232 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,213 | |
Net Increase (Decrease) in Cash and Cash Equivalents | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 876,698 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (575,026 | ) |
Cash and Cash Equivalents at Beginning of Year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 439,393 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,014,419 | |
Cash and Cash Equivalents at End of Year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,316,091 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 439,393 | |
Supplemental Disclosures of Cash Flow Information | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Cash paid for: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Income taxes | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 2,215,778 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,006,687 | |
Interest and financing charges | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 808,187 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,152,821 | |
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See accompanying Notes to Financial Statements.
154
ORMAT LEYTE CO. LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
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1. | Company Information |
Ormat Leyte Co. Ltd. (OLCL), a Philippine limited partnership (the Partnership), was registered with the Philippine Securities and Exchange Commission (SEC) to engage in power production. It owns and operates geothermal electricity-generating facilities in Leyte Province, Philippines for the production and sale of electricity from geothermal resources.
The partners in this Partnership are:
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| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Type of Partner | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Percentage of Ownership |
Orleyte Company — Philippine Branch (OC) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | General | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 21.00 |
OC | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Limited | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 58.97 |
Itochu Corporation | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Limited | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 10.00 |
Electric Power Development Co., Ltd. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Limited | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 10.00 |
Ormat Philippines, Inc. — Philippine Branch (OPI) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Limited | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 0.03 |
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The net income of the Partnership is allocated to the partners based on each partner's respective percentage of ownership.
OLCL is registered with the Philippine Board of Investments as an operator of power generating plants on a pioneer status under the Omnibus Investments Code of 1987 (otherwise known as Executive Order No. 226). As a registered enterprise, OLCL is entitled to certain tax and nontax incentives under the provisions of the Code subject to certain requirements under the terms of its registration. No incentive was availed by the Partnership in 2005 and 2004.
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| b. | Principal Business Risks |
The risks associated with the power plants include operating risks, dependence on one customer Philippine National Oil Company-Energy Development Corporation (PNOC-EDC), environmental and political risks. Operating risks include breakdown of equipment or processes and performance of the power plants below expected levels of output or efficiency (see Note 14).
There is concentration in credit risk due to dependence on one customer. If the government were to purchase PNOC-EDC's property, PNOC-EDC would remain obligated under the Build-Operate-and-Transfer (BOT) Agreement (see Note 2) to make firm payments to OLCL. Such purchase could result in PNOC-EDC being unable to fulfill its obligations under the BOT Agreement, which will have material adverse effect on OLCL's ability to service its debt requirements. OLCL controls this risk by strict monitoring procedures and continuous discussions with PNOC-EDC on matters relating to the BOT Agreement. Accounts receivable from PNOC-EDC as of December 31, 2005 and 2004 amounted to $1.73 million and $1.43 million, respectively, net of allowance for probable losses of $0.65 million and $0.61 million, respectively.
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2. | BOT Agreement |
On February 15, 1996, OLCL entered into an Accession Undertaking in connection with the BOT Agreement between Ormat, Inc., an affiliate company, and PNOC-EDC, a wholly owned subsidiary of Philippine National Oil Company, whereby Ormat, Inc. assigned to OLCL all its rights and benefits under the BOT Agreement. The undertaking provides that OLCL shall design, construct, own and operate four geothermal electricity-generating plants with a total contracted capacity of 50 megawatts (MW) through the utilization of the geothermal resources of the Leyte Geothermal Power Optimization Project Area (Project).
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The BOT Agreement provides that OLCL shall own, operate and maintain the power plants for the purpose of converting the steam delivered by PNOC-EDC into electric energy required by the National Power Corporation (NPC) in accordance with the power purchase agreement between NPC and PNOC-EDC during the cooperation period. OLCL will bill PNOC-EDC for the delivery of electric power and energy the amount of Capacity Fee which is the sum of the Fixed Operating Cost Recovery (the peso portion is payable in Philippine peso and the United States (US) dollar portion is payable in US dollar), Service Fee for Return on Investment (stated in US dollar and payable either in US dollar or Philippine peso) and Capital Cost Recovery (stated and payable in US dollar); and Energy Fee computed based on an agreed formula (stated and payable in Philippine peso), until the termination of the BOT Agreement in September 2007. The day following the end of the cooperation period, title to the power plants shall be transferred to PNOC-EDC, provided that PNOC-EDC has made all payments required pursuant to the BOT Agreement.
There are four power plants in the Leyte facility namely: Mahanagdong A, Mahanagdong B, Tongonan and Malitbog. The power plants became operational on September 25, 1997, except for Malitbog which became operational on December 31, 1997. The total costs of the power plants amounted to $56.67 million.
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3. | Summary of Significant Accounting Policies |
Basis of Preparation
The financial statements include the financial position, results of operations and cash flows of OLCL and have been prepared in accordance with US generally accepted accounting principles.
Use of Estimates
The preparation of the financial statements in accordance with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from such estimates.
Functional Currency
The functional currency of OLCL is US dollar.
In 2004 and prior years, OLCL's books of accounts were maintained in Philippine peso (₱) and were remeasured into US dollars. The resulting translation gain or loss was credited or charged to current operations. The remeasurement method of ₱ balances to US dollar balances was as follows:
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| a. | All monetary assets and liabilities denominated in ₱ were translated into US dollars using the balance sheet date exchange rate; |
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| b. | Non-monetary assets, such as prepaid expenses, property, plant and equipment, other non-current assets, and partners' equity - investment account carried at historical cost, were translated at historical exchange rates on transaction dates; the related expense accounts such as depreciation and amortization were also translated at historical rates; and |
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| c. | Other revenue, costs and expenses denominated in ₱ were translated at the average exchange rate for the month. |
Since January 1, 2005, OLCL has maintained its books of accounts in US dollar consistent with its functional currency.
Accounts Receivable
Accounts receivable are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable.
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Property, Plant and Equipment
Property, plant and equipment are carried at cost less accumulated depreciation and any impairment in value. The cost of power plants consists of expenditures incurred in connection with the design and construction of the power plants. Cost also includes capitalized interests on borrowed funds used to finance the construction of the power plants during the construction period.
For the year ended December 31, 2005, there was no interest capitalized.
Depreciation of the power plants is computed on the straight-line method over a period of
10 years, which is the cooperation period stipulated in the BOT Agreement. Depreciation of the other property and equipment is computed on the straight-line method over the estimated useful lives of the assets as follows:
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Transportation equipment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 5 years |
Furniture, fixtures and equipment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 3 years |
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The cost of routine repairs and maintenance is charged to income as incurred; major enhancements and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to current operations.
Impairment of Long-lived Assets
Long-lived assets are accounted for in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-lived Assets. OLCL periodically evaluates its long-lived assets for events or changes in circumstances that might indicate that the carrying amount of the assets may not be recoverable. OLCL assesses the recoverability of the assets by determining whether the amortization of such long-lived assets over their estimated useful lives can be recovered through projected undiscounted future cash flows. The amount of impairment, if any, is measured based on the fair value of the assets. Based on OLCL's review, as of December 31, 2005 and 2004, no impairment of assets has occurred.
Deferred Costs
Credit exposure fees paid in relation to the term loan, included under the Other non-current assets account in the balance sheets, are deferred and amortized over the term of the loan up to 2007 using the effective interest rate method.
Cash and Cash Equivalents
OLCL considers all highly liquid investments with original maturity of three months or less at the time of purchase to be cash and cash equivalents.
Prepaid Input Value-Added Taxes
Prepaid input value-added taxes (VAT) represent VAT imposed on OLCL by its suppliers for the acquisition of goods and services required under Philippine tax laws and regulations.
The input VAT is recognized as an asset and will be claimed as tax credits. Input taxes are stated at their estimated net realizable values.
Revenue Recognition
Pursuant to Emerging Issues Task Force Issue No. 01-8, Determining Whether an Arrangement Contains a Lease, and Statement of Financial Accounting Standards (SFAS) 13, Accounting for Leases, the arrangements of the BOT Agreement should be accounted for as an operating lease. The BOT Agreement does not provide for any minimum payments.
Operating revenue consists of Capacity and Energy Fees for the energy and services supplied by OLCL to PNOC-EDC as provided for in the BOT Agreement and revenue is recognized to the extent that it is probable that the economic benefits associated with the transaction will flow to OLCL and the amount of revenue can be reliably measured. Capacity Fee is the sum of the Fixed
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Operating Cost Recovery, Service Fee for Return on Investment and Capital Cost Recovery (see Note 2). The Capacity Fee component in OLCL's BOT Agreement with PNOC-EDC is recognized based on the generation of electricity using the agreed formula in the BOT Agreement which takes into account, among others, the nominated capacity, contracted capacity, outage hours and an agreed fixed rate per kilowatt hour. Energy Fee is recognized based on the actual delivery of electricity generated and made available to PNOC-EDC in excess of the agreed efficiency rate in converting the steam delivered by PNOC-EDC into electric energy.
Interest on cash and restricted cash is recognized as the interest accrues computed using the effective interest rate method.
Separation Benefits
OLCL accrues the cost of separation benefits that the employees are entitled to receive at the termination of the BOT Agreement computed using the projected unit credit method. These benefits are unfunded.
Borrowing Costs
Borrowing costs generally are expensed as incurred. Borrowing cost is capitalized if it is directly attributable to the acquisition, construction or production of a qualifying asset. Capitalization of borrowing costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Borrowing costs are capitalized until the assets are ready for their intended use. If the resulting carrying amount of the asset exceeds its recoverable amount, an impairment loss is recorded. Borrowing costs eligible for capitalization are the interest costs recognized on borrowings and other obligations.
Income Taxes
OLCL accounts for corporate income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires an asset and liability approach in determining income tax liabilities. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to the temporary differences between the financial reporting bases of assets and liabilities and their related tax bases. Deferred income tax assets and liabilities are measured using the tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that a portion or all of the deferred income tax assets will not be realized in the future.
Foreign Currency Transactions
Transactions in foreign currencies are initially recorded in US dollars based on the exchange rates prevailing at the transactions dates. Foreign currency-denominated monetary assets and liabilities are translated to US dollars at exchange rates prevailing at balance sheet dates. Exchange gains or losses arising from the translation or settlement of foreign currency denominated monetary assets and liabilities at exchange rates different from those at which the assets and liabilities are initially recorded, are credited or charged to current operations.
Impact of Recently Issued Accounting Standards
In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting Changes and Error Corrections. SFAS No. 154 replaces Accounting Principles Board Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to the newly adopted accounting principle. SFAS No. 154 also provides guidance for determining whether retrospective application of a change in accounting principles is impracticable and for reporting a change when retrospective application is impracticable. The correction of an error in previously issued financial statements is not an accounting change. However, the reporting of an error correction involves adjustments to previously issued financial statements similar to those generally applicable to reporting an
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accounting change retrospectively. This Statement shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. OLCL does not expect the adoption of SFAS No. 154 to have a material effect on its results of operations or financial condition.
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS No. 155 replaces FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. It clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133. SFAS 155 also establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. It also clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This Statement shall be effective for all financial instruments acquired or issued after the beginning of an entity's first year that begins after September 2006. OLCL does not expect the adoption of SFAS No. 155 to have a material effect on its results of operations or financial condition.
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4. | Cash and Restricted Cash |
Restricted cash totalling $3.78 million and $3.98 million as of December 31, 2005 and 2004, respectively, represents the cash reserves under the Credit Agreement which will be used to secure the payment of loan amortizations maturing in the succeeding two quarters (see Note 7). The balance of restricted cash is subject to distribution approvals in accordance with the Credit Agreement.
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5. | Other Non-current Assets |
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![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Deferred credit exposure fees — net (Note 7) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 689,340 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,148,872 | |
Input VAT | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 50,528 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 31,960 | |
Rental deposit | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,025 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,025 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 741,893 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,182,857 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
6. | Property, Plant and Equipment |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Power plants (Note 2) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 56,667,169 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 56,667,169 | |
Transportation equipment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 181,120 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 172,408 | |
Furniture, fixtures and equipment | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 75,697 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 74,794 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 56,923,986 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 56,914,371 | |
Less accumulated depreciation | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 46,986,438 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 41,260,633 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 9,937,548 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 15,653,738 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The carrying amounts of the power plants as of December 31, 2005 and 2004 were $9.90 million and $15.61 million, respectively.
Total depreciation charged to operations amounted to $5.73 million and $5.74 million in 2005 and 2004, respectively.
159
Interest expense capitalized up to the completion of the power plants in 1997, net of accumulated depreciation of $1.55 million and $1.36 million, amounted to $.33 million and $.52 million as of December 31, 2005 and 2004, respectively.
All power plants are pledged to secure the payment of the long-term loan payable (see Note 7).
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
7. | Long-term Loan Payable |
The outstanding long-term loan payable amounted to $8.89 million and $13.97 million as of December 31, 2005 and 2004, respectively. The current portion of the loan amounted to
$5.08 million as of December 31, 2005 and 2004.
Loan amortizations due for the remaining one year and nine months are as follows:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Amount |
2006 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $5.08 million |
2007 (January to September) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 3.81 million |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
In 1998, the loan payable pertained to the construction credit facility extended by a syndicate of lenders to partially finance the cost of construction of 50 MW power plants in Leyte, Philippines.
The Export-Import Bank of the United States (Eximbank) provided a guarantee and agreed to re-finance the loan (i.e., conversion of this construction loan into a term loan upon completion of the reliability tests on the power plants) made by the lenders under the Credit Agreement.
The construction loan was converted into a term loan with Eximbank on January 21, 1999. The loan's principal balance is payable in 35 equal, successive quarterly installments of
$1.27 million starting February 1, 1999 plus interest at 6.54% a year. The principal balance is exclusive of credit exposure fees amounting to $0.69 million and $1.15 million (net of accumulated amortization of $3.19 million and $2.73 million) as of December 31, 2005 and 2004, respectively. The unamortized balance of credit exposure fees is included under the Other non-current assets account in the balance sheets (see Note 5).
The loan is collateralized by a mortgage on OLCL's power plants, assignment of revenues and pledge of partnership interests of OPI and OC in OLCL.
The loan agreement provides, among other terms and conditions, that, for as long as the loan remains outstanding, OLCL is subject to certain negative covenants requiring prior written bank approval for specified partnership acts which include, but are not limited to mortgage of properties; consolidation, merger and sale of assets; declaration or payment of partnership distributions, return of capital or redemption, retirement, purchase or acquisition of partnership interests; entering into lease-purchase and guarantee agreements; contracting indebtedness; forming or having any subsidiaries; granting of loans or advances; entering into any new management contracts; amendment of Articles of Partnership and other organization documents, i.e., changing its fiscal year and materially changing the nature of its present business; and abandonment of the Project. In addition, the agreement provides that OLCL's equity-debt ratio should not be less than 25:75 at any time.
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
8. | Related Party Transactions |
Transactions with related parties are as follows:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| a. | Technical and managerial support services agreement with Ormat Industries Ltd. (OI), an intermediate holding Company of OC, for one year starting October 1997, renewable yearly, if not terminated prior to renewal date, until 2007, for a monthly fee of US$10,000, escalated using the indexes as defined in the agreement (see Note 10). |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| b. | Operation, maintenance, general and administration support services agreement with Ormat, Inc. - Manila Branch, an affiliate company, for a monthly service fee of US$14,545 in 2005 and US$12,000 in 2004 with the same terms as the agreement with OI (see Notes 10 and 11). |
160
There were no outstanding amounts due to/from related parties as of December 31, 2005 and 2004.
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
9. | Partners' Equity |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| a. | On May 16 and August 8, 2005, OLCL returned $0.85 million and $0.29 million, respectively of equity to partners, distributed in proportion to their respective contributions. On May 11, 2004, OLCL returned $1.97 million of equity to partners. The corresponding Amended Articles of Partnership covering the 2005 and 2004 return of equity to partners was approved by the SEC on June 16, 2005 and May 21, 2004, respectively. |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| b. | On February 3, May 5, August 8 and October 3 2005, OLCL distributed income to the partners amounting to $0.48 million, $0.80 million, $1.42 million and $1.20 million, respectively. On February 9 and August 9, 2004, OLCL distributed income to partners amounting to $1.20 million and $0.31 million, respectively. |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
10. | Costs of Power Plants Operations |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Depreciation (Note 6) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 5,725,805 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 5,738,408 | |
Insurance | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 292,792 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 328,666 | |
Salaries and wages | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 222,162 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 219,421 | |
Supplies and utilities | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 150,627 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 161,029 | |
Technical and managerial services (Note 8a) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 120,000 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 120,000 | |
Employee benefits (Note 12) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 103,620 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 72,046 | |
Operations and maintenance services (Note 8b) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 87,273 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 66,000 | |
Outside services | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 57,616 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 42,734 | |
Repairs and maintenance (Note 14) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 47,287 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 536,726 | |
Others | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 80,593 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 76,439 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 6,887,775 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 7,361,469 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
11. | General and Administrative Expenses |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Administrative services (Note 8b) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 87,273 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 78,000 | |
Professional fees | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 83,308 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 67,792 | |
Others | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 86,244 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 66,407 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 256,825 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 212,199 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
12. | Separation Benefits |
OLCL has a separation benefits policy that entitles its employees to a separation pay upon the termination of the BOT Agreement, equivalent to one month of the employee's basic salary for every year of service for employees or a minimum of one and one fourth (1-1/4) month's salary for every year of service for certain qualified employees. The separation benefits are unfunded.
161
Following is the movement of OLCL's separation benefits liabilities included under the Accrued expenses account in the balance sheets:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Balance at beginning of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 85,604 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 56,365 | |
Separation benefits cost for the year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 30,050 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 30,050 | |
Foreign exchange loss (gain) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 6,827 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (811 | ) |
Balance at end of year | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 122,481 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 85,604 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The principal assumptions used in determining the separation benefits liabilities as follows:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Discount rate | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 9.04% | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11.67 | % |
Annual salary increases | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 7.00% - 8.00% | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 5.00 | % |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
13. | Income Taxes |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| a. | Deferred income tax assets relate to the following: |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Deferred income tax assets — current: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Unrealized foreign exchange loss on current portion of long-term loan | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 814,156 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 782,799 | |
Allowance for doubtful debts | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 225,766 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 194,715 | |
Unrealized foreign exchange losses on current monetary items | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 102,041 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | |
Accrued separation benefits and others | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 78,768 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 27,393 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,220,731 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,004,907 | |
Less valuation allowance | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 225,766 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 964,734 | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 994,965 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 40,173 | |
Deferred income tax liability on unrealized foreign exchange gain on current monetary items | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (7,693 | ) |
Net deferred income tax assets — current | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 994,965 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 32,480 | |
Deferred income tax assets — non-current: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Unrealized foreign exchange loss on long-term loan | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 587,248 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,369,898 | |
Less valuation allowance | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,369,898 | |
Net deferred income tax assets — non-current | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 587,248 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | — | |
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In 2004, based on the then position of the tax authorities on the tax treatment of foreign exchange differentials by taxpayers adopting the use of functional currency other than the Philippine peso in financial statements, it was considered unlikely that the related temporary difference would be deductible against future taxable income. Thus, a valuation allowance was provided on the deferred income tax asset relating to unrealized foreign exchange loss on the long-term loan in 2004. However, in 2005, the tax authorities changed their earlier position which rendered the temporary difference to be deductible against future taxable profits. Consequently, the valuation allowance on the deferred income tax asset in 2004 was reversed in 2005.
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| b. | The provision for income tax — deferred consists of the following: |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Decrease in valuation allowance | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (2,108,865 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (704,916 | ) |
Net change in temporary differences | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 559,132 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 692,642 | |
Unrealized foreign exchange loss (gain) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,952 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (51 | ) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (1,547,781 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | (12,325 | ) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| c. | The reconciliations of the income tax expense computed by applying the statutory income tax rates to the income before income tax and the income tax expense as shown in the statements of income is summarized as follows: |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (Unaudited) |
Income tax at statutory income tax rates | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,903,233 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 798,321 | |
Additions to (reductions in) income tax resulting from: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | | |
Changes in valuation allowance on deferred income tax assets | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (2,108,865 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (704,916 | ) |
Effect of using the local currency for tax purposes | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 937,166 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 138,207 | |
Change in income tax rate | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (158,808 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | |
Nondeductible expenses and others | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 11,967 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 4,992 | |
Depreciation expense related to capitalized foreign exchange losses | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | — | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 900,566 | |
Income tax expense | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 584,693 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,137,170 | |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The statutory income tax rates stood at 32% during the period up to October 31, 2005 and was increased to 35% from November 1, 2005 (Note d). The statutory income tax rate was 32% in 2004.
Computation of income tax expense is based on the books expressed in Philippine peso in accordance with Philippine' tax laws. Prior to January 1, 2005, the carrying value of OLCL's power plants in its books expressed in Philippine peso included undepreciated capitalized unrealized foreign exchange losses; the related depreciation charged to income was not considered a deductible tax item and was added back to "income tax at statutory income tax rates" in the reconciliation of income tax expense. Starting on January 1, 2005, OLCL reversed in its books expressed in Philippine peso the balance of undepreciated capitalized unrealized foreign exchange losses.
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| d. | On May 24, 2005, the new Expanded Value-Added Tax (E-VAT) law was signed as Republic Act No. 9337 or the E-VAT Act of 2005. The E-VAT law took effect on November 1, 2005 following the approval on October 19, 2005 of Revenue Regulations 16-2005 which provides for the implementation of the rules and regulations of the new E-VAT law. This provides for the change in corporate income tax rate from 32% to 35% for the next three years effective on November 1, 2005, and 30% starting January 1, 2009 and thereafter, among others. OCLC's deferred income tax assets in 2005 were measured using tax rates expected to apply for the years when the deferred income tax assets are expected to be realized. |
The E-VAT law also provides for the increase in the VAT rate from 10% to 12%, subject to certain conditions. The increase in VAT rate to 12% became effective on February 1, 2006.
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14. | Insurance Recovery of the Tongonan and Malitbog Plants |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| a. | On July 11, 2004, the main step-up transformer of the Tongonan topping plant sustained damage, putting this plant into outage condition. Upon the insurance company's instruction, OLCL procured a temporary unit located in the Philippines and on September 19, 2004, the plant's normal operation was restored. |
OLCL filed with its insurer claim for material damage on the costs incurred related to the damaged transformer in excess of $50,000 and for business interruption cover in excess of
30 days. OLCL did not recognize a receivable from the insurer as of December 31, 2004 since the insurer did not confirm the claim as of that date.
On May 26, 2005, OLCL recovered its insurance claims and credited $850,000 to the Recovery from insurance account in the 2005 statement of income.
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| b. | On August 19, 2004, the generator at the Malitbog plant tripped placing the plant under the outage condition beginning that date. On January 8, 2005, the plant's normal operation resumed after the generator rotor was repaired. |
OLCL filed for material damage claim on the cost of the generator repair in excess of $50,000 and for business interruption cover in excess of 30 days. OLCL recognized a receivable of $1,200,000 as of December 31, 2004 since the insurer confirmed the claim and made an interim payment in January 2005. In the 2004 statement of income, $821,892 was credited to the Recovery from insurance account for the reimbursement of loss of revenue and $378,108 was credited to Repairs and maintenance account under Costs of power plants operations for the reimbursements of repair costs.
On April 13, 2005, OLCL recovered from the insurer $1,327,841 of which $1,200,000 was applied against the receivable set up in 2004 and the excess amount of $127,841 was credited to the Recovery from insurance account in the 2005 statement of income.
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15. | Fair Values of Financial Instruments |
The following table sets forth the carrying values and estimated fair values of OLCL's financial instruments recognized as of December 31, 2005 and 2004:
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif)
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2005 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 2004 |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Carrying Values | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Fair Values | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Carrying Values | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Fair Values |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (In Thousands) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | (In Thousands) |
Cash | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,316 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 1,316 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 439 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | $ | 439 | |
Restricted cash | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,781 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,781 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,981 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 3,981 | |
Accounts receivable | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,725 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 1,725 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,625 | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | 2,625 | |
Long-term debt | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (8,890 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (8,578 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (13,969 | ) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | (13,434 | ) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
The carrying amount of cash and restricted cash approximates their fair values since these are available for working capital and debt service requirements. The carrying amount of accounts receivable subject to normal credit terms, approximates its fair value.
The fair value of long-term debt is based on the net present value of expected cash flows discounted using current interest rates, ranging from 3.59% to 4.44%, from similar debt with the same maturity and credit risk profile.
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16. | Other Matters |
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| a. | Electric Power Industry Reform Act |
Philippine Republic Act No. 9136, the Electric Power Industry Reform Act of 2001 (EPIRA), and the covering Implementing Rules and Regulations (IRR) provide for significant changes in the power sector, which include among others:
164
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| i. | The unbundling of the generation, transmission, distribution and supply, and other disposable assets of a company, including its contracts with independent power producers, and electricity rates; |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| ii. | Creation of a Wholesale Electricity Spot Market; and |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
| iii. | Open and non-discriminatory access to transmission and distribution systems. |
The law also requires public listing of not less than 15% of common shares of generation and distribution companies within five years from the effectivity of the EPIRA. It provides cross ownership restrictions between transmission and generation companies and between transmission and distribution companies, and a cap of 50% of its demand that a distribution utility is allowed to source from an associated company engaged in generation, except for contracts entered into prior to the effectivity of the EPIRA.
There are also certain sections of the EPIRA, specifically relating to generation companies, which provide for: (a) cap on the concentration of ownership to only 30% of the installed capacity of the grid and/or 25% of the national installed generating capacity; and (b) value-added tax zero-rating of sale of generated power (see Note 13).
Based on the assessment of OLCL, it has complied with the applicable provisions of the EPIRA and its IRR.
The Clean Air Act and the related IRR contain provisions that have an impact on the industry as a whole, and on OLCL in particular, that need to be complied with within 44 months from the effectivity date or by July 2004. Based on the initial assessment made on its power plants' existing facilities, OLCL believes it complies with the provisions of the Clean Air Act and the related IRR.
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| c. | Pending Real Property Tax Assessment |
On November 25, 2005, OLCL received a formal assessment for real property tax from the municipality of Kananga, Leyte amounting to $233,548 for the period from January 1, 2001 to October 31, 2005. According to the BOT Agreement, PNOC-EDC shall be responsible for the real property tax. On January 24, 2006, OLCL filed an appeal on the real property tax assessment with the Local Board of Assessment Appeals of the Leyte Province.
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ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
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ITEM 9A. | DISCLOSURE CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls
In connection with the preparation of this Annual Report on Form 10-K, management carried out an evaluation under the supervision and with the participation of, the Chief Executive Officer and Chief Financial Officer, as of December 31, 2005 of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company's management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. Based upon, and as of the date of this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2005 at the reasonable assurance level.
Management's Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined under Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
The Company's internal control over financial reporting includes those policies and procedures that
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(i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
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(ii) | provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of management and directors of the Company; and |
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(iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, under the supervision and participation of the Chief Executive Officer and Chief Financial Officer, conducted an assessment of the Company's internal control over financial reporting as of December 31, 2005 using the criteria established in Internal Control & Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management's assessment included an evaluation of the design of the Company's internal control over financial reporting and testing of the operational effectiveness of the Company's internal control over financial reporting. Based on such assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2005.
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Management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2005 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is presented in this Annual Report.
Remediation of Material Weakness in Internal Control Over Financial Reporting
A material weakness is a control deficiency or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected.
As reported in Item 4 of our quarterly reports on Forms 10-Q/A for the quarterly periods ended June 30, 2005 and September 30, 2005, the Company did not maintain effective controls over the preparation, review, presentation and disclosure of the Company's condensed consolidated statement of cash flows. Specifically, the Company lacked effective controls to ensure that cash flows from a non-routine lease transaction were accurately disclosed in the Company's interim condensed consolidated statement of cash flows. This control deficiency resulted in the restatement of the Company's interim condensed consolidated financial statements for the quarters ended June 30, 2005 and September 30, 2005 to correct the cash flow presentation of prepayments received under the lease agreement. Additionally, this control deficiency could have resulted in a misstatement of the presentation of amounts in the statements of cash flows that would result in a material misstatement to the Company's interim or annual consolidated financial statements that would not be prevented or detected. Accordingly, management determined this control deficiency constituted a material weakness as of those dates.
During the fourth quarter of 2005, in connection with our remediation plan, we: (i) developed a new control to remediate the material weakness identified; (ii) obtained sufficient evidence of the design and operating effectiveness of the new control and (iii) determined the new control has been in place for a sufficient period of time to permit the assessments of its design and operating effectiveness.
Specifically, our management implemented in the fourth quarter of 2005, a control to remediate the material weakness described above, requiring transactions of a non-routine nature to be reviewed by the Chief Financial Officer, who will determine whether sufficient expertise exists within the Company to determine the appropriate accounting treatment for the transaction, or if necessary, to consult with external experts. In addition, the Company continues to support a continuing education program for management and staff related to financial accounting and reporting. Additionally, as needed, management periodically reevaluates accounting decisions for non-routine transactions based on changes in generally accepted accounting principles.
Accordingly, we have determined the remediated control was effectively designed and had demonstrated effective operation for a sufficient period of time to enable us to conclude the material weakness described above has been remediated as of December 31, 2005.
Changes in Internal Control Over Financial Reporting
Other than the remediation discussed above, no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, occurred during the fiscal quarter ended December 31, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. | OTHER INFORMATION |
None.
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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 2006 Proxy Statement.
Directors and Executive Officers Information
The following table sets forth the name, age and positions of our directors, executive officers and persons who are executive officers of certain of our subsidiaries who perform policy making functions for us:
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Name | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Age | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Position |
Lucien Bronicki | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 71 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Chairman of the Board of Directors;(3) |
Yehudit ‘‘Dita’’ Bronicki | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 64 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Chief Executive Officer; President; Director(2) |
Yoram Bronicki | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 39 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Chief Operating Officer — North America; Director (1) |
Joseph Tenne | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 50 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Chief Financial Officer*(4) |
Nadav Amir | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 55 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Executive Vice President — Engineering* |
Hezy Ram | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 56 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Executive Vice President — Business Development, North America** |
Zvi Reiss | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 55 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Executive Vice President — Project Management* |
Joseph Shiloah | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 60 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Executive Vice President — Marketing and Sales, Rest of the World* |
Aaron Choresh | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 60 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Vice President — Operations Rest of the World and Product Support* |
Zvi Krieger | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 50 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Vice President — Geothermal Engineering* |
Etty Rosner | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 50 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Vice President — Contract Administrator; Corporate Secretary* |
Connie Stechman | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 50 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Vice President |
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Independent Directors: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | |
Dan Falk | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 61 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Independent Director (3) |
Jacob J. Worenklein | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 57 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Independent Director (2) |
Roger W. Gale | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 59 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Independent Director (1)*** |
Elon Kohlberg | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 60 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Independent Director (2)*** |
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* | Performs the functions described in the table, but is employed by Ormat Systems. |
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** | Performs the functions described in the table, but is employed by Ormat Nevada. |
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*** | As of October 26, 2005. |
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(1) | Denotes Class I Director — Term expiring at 2008 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) | Mr. Tenne was appointed Chief Financial Officer effective 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 Industries, the publicly-traded successor to Ormat Turbines Ltd., and various of its subsidiaries. Since 1999, Mr. Bronicki has been the Chairman of the Board of Directors of OPTI Canada Inc. From 1992 to 2006, Mr. Bronicki was the Chairman of the Board of Directors of Bet Shemesh Engines, a manufacturer of jet engines, and from 1997 to 2006, Mr. Bronicki was the
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Chairman of the Board of Bet Shemesh Holdings. Mr. Bronicki was also the Chairman of the Board of Directors of Orad Hi-Tec Systems Ltd., a manufacturer of image processing systems, until the end of 2005, and was the Co-Chairman of Orbotech Ltd., a NASDAQ-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 Institute of Science and was the Chairman of 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, a Master of Science in Physics from Universite de Paris and a Master of Science in Mechanical Engineering from Ecole Nationale Superieure d’Ingenieurs Arts et Metiers. In the year 2005, he received a Ph.D. Honoris Causa from the Weizmann Institute of Science.
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. She 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 Ltd., the publicly-traded successor to Ormat Turbines Ltd., and various of its subsidiaries. From 1992 to June of 2005, Mrs. Bronicki was a director of Bet Shemesh Engines. In addition, Mrs. Bronicki was a member of the Board of Directors of OPTI Canada Inc. until May of 2005, and is a member of the Board 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 Ltd., 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 the Company 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 Institute of Management Senior Executives Program.
Joseph Tenne. Effective 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). Since January 8, 2006, Mr. Tenne has also been the Chief Financial Officer of Ormat Industries Ltd. Mr. Tenne is 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.
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.
Yeheskel (Hezy) Ram. Hezy Ram performs the function of our Executive Vice President of Business Development, North America, a position he has held since January 1, 2004. From 1999
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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.
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.
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.
Aaron Choresh. Aaron Choresh performs the function of our Vice President of Operations Rest of the World and Product Support, 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 October 21, 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 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., Jacada Ltd and Nova Measuring Instruments 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: Plostopil Ltd., Orad Hi-Tech Systems Ltd., Dmatek Ltd. and Poalim Ventures I Ltd. From 2001 to 2004, Mr. Falk was a business
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consultant to several public and private companies. From 1999 to 2000, Mr. Falk was Chief Operating Officer and Chief Executive 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 ofthe Company’s Audit Committee. The Board of the Company 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.
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. Worenklein 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.
Roger W. Gale, Ph.D. Roger W. Gale was appointed director and member of the Audit Committee by the Company’s Board on October 26, 2005, to fill the vacancy caused by the resignation of Edward Muller. Between 1988 and 2000, Dr. Gale was the CEO of Washington International Energy Group (sold to PHB Hagler Bailly in 1999). In 2000, as PHB was sold to PA Consulting, Dr. Gale held several positions at PA Consulting until 2001, at which time he joined GF Energy LLC as a Partner and CEO, a position he still holds at present. In addition, Dr. Gale served as Board member of the US Energy Association and the Consumer Energy Council of America, two not-for-profit organizations. On December 1, 2005, he became a member of the Board of Directors of Adams Express and Petroleum & Resource Corp. He served on the Audit Committee of Constellation Holdings and on the parent board of Constellation Energy Group. Dr. Gale has a Ph.D. in political science from the University of California, Berkeley.
Elon Kohlberg, Ph.D. Elon Kohlberg is a professor of Business Administration at Harvard Business School, a position he has held since 1976. Dr. Kohlberg holds Bachelor and Master of Science degrees, as well as a Ph.D. degree in Mathematics, from the Hebrew University of Jerusalem. He has been a member of the Board of Directors of Teva North America since 1990 and of Medinol Ltd. since 2003. Dr. Kohlberg is the Chairman and founder of Digi-Block, Inc.
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), Jacob Worenklein and Roger W. Gale, 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 2006 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 2006 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 2006 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 2006 Proxy Statement.
PART IV
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ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K |
(a) (1) List of Financial Statements
See Index to Financial Statements in Item 8 of this annual report.
(2) List of Financial Statement Schedules
All applicable schedule information is included in our Financial Statements in Item 8 of this annual report.
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(b) | EXHIBIT INDEX |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
3.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
4.4 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Indenture for Senior Debt Securities, dated as of January 16, 2006, between Ormat Technologies, Inc. and Union Bank of California, incorporated by reference to Exhibit 4.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-3 (File No. 333-131064) to the Securities and Exchange Commission on January 26, 2006. |
4.5 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Indenture for Subordinated Debt Securities, dated as of January 16, 2006, between Ormat Technologies, Inc. and Union Bank of California, incorporated by reference to Exhibit 4.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-3 (File No. 333-131064) to the Securities and Exchange Commission on January 26, 2006. |
10.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Financing Agreements |
10.1.3 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.1.5 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.1.7 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.1.12 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.1.17 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.3.6 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.11 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.3.16 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.21 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.3.26 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.30 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.3.35 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.39 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.3.44 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.48 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.4.4 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.4.8 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.4.13 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.4.18 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.4.22 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.4.27 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.4.31 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.4.33 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Participation Agreement, dated May 18, 2005, by and among Puna Geothermal Venture, SE Puna, L.L.C., Wilmington Trust Company, S.E. Puna Lease, L.L.C., AIG Annuity Insurance Company, American General Life Insurance Company, Allstate Life Insurance Company and Union Bank of California, incorporated by reference to Exhibit 10.4.33 to Ormat Technologies, Inc. Quarterly Report on Form 10-Q/A to the Securities and Exchange Commission on December 22, 2005. |
10.4.34 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Project Lease Agreement, dated May 18, 2005, by and between SE Puna, L.L.C. and Puna Geothermal Venture, incorporated by reference to Exhibit 10.4.34 to Ormat Technologies, Inc. Quarterly Report on Form 10-Q/A to the Securities and Exchange Commission on December 22, 2005. |
10.5 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.5.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.7 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.10.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.12 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Note Purchase Agreement, dated December 2, 2005, among Lehman Brothers Inc., OrCal Geothermal Inc., OrHeber 1 Inc., OrHeber 2 Inc., Second Imperial Geothermal Company, Heber Field Company and Heber Geothermal Company, filed herewith. |
10.13 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Indenture dated as of December 8, 2005 among OrCal Geothermal Inc., OrHeber 1 Inc., OrHeber 2 Inc., Second Imperial Geothermal Company, Heber Field Company and Heber Geothermal Company and Union Bank of California, filed herewith. |
10.14 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Guarantee dated as of December 8, 2005 among OrCal Geothermal Inc., OrHeber 1 Inc., OrHeber 2 Inc., Second Imperial Geothermal Company, Heber Field Company and Heber Geothermal Company, filed herewith. |
10.15 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Note Purchase Agreement, dated February 6, 2004, among Lehman Brothers Inc., Ormat Funding Corp., Brady Power Partners, Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC and ORNI 7 LLC, filed herewith. |
21.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Subsidiaries of Ormat Technologies, Inc., filed herewith. |
23.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, filed herewith. |
23.2 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Consent of SyCip Gorres Velayo & Co., Independent Registered Public Accounting Firm, filed herewith. |
31.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
99.3 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Summary of Non-Employee Director Compensation and benefits, incorporated by reference to Exhibit 99.4 to Ormat Technologies, Inc.’s Form 10-K to the Securities and Exchange Commission on March 28, 2005. |
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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.
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| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | ORMAT TECHNOLOGIES, INC. |
Date: March 27, 2006 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | By: | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | /s/ YEHUDIT BRONICKI | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | |
| ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Name: Yehudit Bronicki Title: Chief Executive Officer, President and Director | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | |
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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 27, 2006.
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Signature | | Capacity |
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/s/ YEHUDIT BRONICKI | | Chief Executive Officer, President and Director (Principal Executive Officer) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Yehudit Bronicki |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
/s/ JOSEPH TENNE | | Chief Financial Officer (Principal Financial and Accounting Officer) |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Joseph Tenne |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
/s/ LUCIEN Y. BRONICKI | | Chairman of the Board of Directors and Chief Technology Officer |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Lucien Y. Bronicki |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
/s/ YORAM BRONICKI | | Chief Operating Officer — North America and Director |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Yoram Bronicki |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
/s/ DAN FALK | | Director |
![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) |
Dan Falk |
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(c) | EXHIBIT INDEX |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
3.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
4.4 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Indenture for Senior Debt Securities, dated as of January 16, 2006, between Ormat Technologies, Inc. and Union Bank of California, incorporated by reference to Exhibit 4.2 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-3 (File No. 333-131064) to the Securities and Exchange Commission on January 26, 2006. |
4.5 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Indenture for Subordinated Debt Securities, dated as of January 16, 2006, between Ormat Technologies, Inc. and Union Bank of California, incorporated by reference to Exhibit 4.3 to Ormat Technologies, Inc. Registration Statement Amendment No. 1 on Form S-3 (File No. 333-131064) to the Securities and Exchange Commission on January 26, 2006. |
10.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Financing Agreements |
10.1.3 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.1.5 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.1.7 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.1.8 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.1.17 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.1.18 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.3.6 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.7 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.3.16 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.17 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.26 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.35 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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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194
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.3.44 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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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195
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.4.4 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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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196
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.4.13 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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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197
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.4.22 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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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198
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.4.31 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.4.33 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Participation Agreement, dated May 18, 2005, by and among Puna Geothermal Venture, SE Puna, L.L.C., Wilmington Trust Company, S.E. Puna Lease, L.L.C., AIG Annuity Insurance Company, American General Life Insurance Company, Allstate Life Insurance Company and Union Bank of California, incorporated by reference to Exhibit 10.4.33 to Ormat Technologies, Inc. Quarterly Report on Form 10-Q/A to the Securities and Exchange Commission on December 22, 2005. |
10.4.34 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Project Lease Agreement, dated May 18, 2005, by and between SE Puna, L.L.C. and Puna Geothermal Venture, incorporated by reference to Exhibit 10.4.34 to Ormat Technologies, Inc. Quarterly Report on Form 10-Q/A to the Securities and Exchange Commission on December 22, 2005. |
10.5 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
10.6.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.7 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
10.12 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Note Purchase Agreement, dated December 2, 2005, among Lehman Brothers Inc., OrCal Geothermal Inc., OrHeber 1 Inc., OrHeber 2 Inc., Second Imperial Geothermal Company, Heber Field Company and Heber Geothermal Company, filed herewith. |
10.13 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Indenture dated as of December 8, 2005 among OrCal Geothermal Inc., OrHeber 1 Inc., OrHeber 2 Inc., Second Imperial Geothermal Company, Heber Field Company and Heber Geothermal Company and Union Bank of California, filed herewith. |
10.14 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Guarantee dated as of December 8, 2005 among OrCal Geothermal Inc., OrHeber 1 Inc., OrHeber 2 Inc., Second Imperial Geothermal Company, Heber Field Company and Heber Geothermal Company, filed herewith. |
10.15 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Note Purchase Agreement, dated February 6, 2004, among Lehman Brothers Inc., Ormat Funding Corp., Brady Power Partners, Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC and ORNI 7 LLC, filed herewith. |
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Exhibit No. | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Document |
21.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Subsidiaries of Ormat Technologies, Inc., filed herewith. |
23.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm, filed herewith. |
23.2 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Consent of SyCip Gorres Velayo & Co., Independent Registered Public Accounting Firm, filed herewith. |
31.1 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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. |
99.3 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | 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 | ![](https://capedge.com/proxy/10-K/0000950136-06-002332/spacer.gif) | Summary of Non-Employee Director Compensation and Benefits, incorporated by reference to Exhibit 99.4 to Ormat Technologies, Inc.’s Form 10-K to the Securities and Exchange Commission on March 28, 2005. |
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