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Note 1 - General and Basis of Presentation
6 Months Ended
Jun. 30, 2017
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 
1
 — GENERAL AND BASIS OF PRESENTATION
 
These unaudited condensed consolidated interim financial statements of Ormat Technologies, Inc. and its subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do
not
contain all information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of
June 30, 2017,
the consolidated results of operations and comprehensive income (loss) for the
three
and
six
months ended
June 30, 2017
and
2016
and the consolidated cash flows for the
six
months ended
June 30, 2017
and
2016.
 
The financial data and other information disclosed in the notes to the condensed consolidated financial statements related to these periods are unaudited. The results for the
three
and
six
months ended
June 30, 2017
are
not
necessarily indicative of the results to be expected for the year ending
December 
31,
2017.
 
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 
10
-K for the year ended
December 
31,
2016.
The condensed consolidated balance sheet data as of
December 
31,
2016
was derived from the Company’s audited consolidated financial statements for the year ended
December 
31,
2016,
but does
not
include all disclosures required by U.S. GAAP. As discussed in the Explanatory Note to this amended Form
10
-Q, the
2016
financial statements will be revised, which revision is being effected through the Company’s filing of an amendment on Form
10
-K/A for the year ended
December 31, 2017.
 
Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest
$1,000.
 
 
Restatement of p
r
eviously is
s
u
e
d
condensed consolidated
financ
i
a
l statements
 
As described further in Note
11,
in the
second
quarter of
2017,
the Company partially released its valuation allowance against the U.S. deferred tax assets. During the
first
quarter of
2018,
the Company concluded that there were material tax provision and related balance sheet errors in its previously issued financial statements as of and for the
three
and
six
months ended
June 30, 2017,
primarily relating to the Company’s ability to utilize Federal tax credits in the U.S. prior to their expiration starting in
2027,
and the resulting impact on the Company’s deferred tax asset valuation allowance. Specifically, the error in the deferred tax asset valuation allowance resulted in an understatement of the income tax provision and an overstatement of net income of
$26.4
million and
$26.5
million for the
three
and
six
months ended
June 30, 2017,
respectively. As a result of such errors, the Company concluded that the previously issued unaudited condensed consolidated financial statements as of and for the
three
and
six
months ended
June 30, 2017
were materially misstated, and, accordingly, has restated these financial statements. Included in such restatement is also the correction of other immaterial tax errors, including an out-of-period adjustment that had been previously recorded for the correction of an understated liability for unrecognized tax benefits related to intercompany interest.
 
Revis
i
on
of p
r
eviously is
s
u
e
d
condensed consolidated
financ
i
a
l statements
 
The Company had previously identified certain other tax errors, including a prior period error related to the translation of deferred tax liabilities in the Company’s Kenyan subsidiary and an error in the effective tax rate calculation in the
first
quarter of
2016,
which were previously determined to be immaterial and were previously corrected for as out-of-period adjustments in the period of identification.
 
The Company assessed the materiality of these errors in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) Topic
1.M,
 Materiality, codified in ASC Topic
250,
 Presentation of Financial Statements (“ASC
250”
), and concluded that the previously issued unaudited condensed consolidated interim financial statements for the
three
months ended
March 31, 2017
and
2016
and the
three
and
six
months ended
June 30, 2016
were
not
materially misstated; however, in order to correctly reflect the immaterial adjustments as described above in the appropriate period, management has elected to revise the affected previously issued financial statements in this Form
10
-Q/A filing. As a result, the revised condensed consolidated financial statements for the
three
and
six
months ended
June 30, 2016
reflect a
$0.6
million and
$0.2
million increase, respectively, in the tax provision, with a corresponding decrease in net income and comprehensive income. In addition, the revised condensed consolidated financial statements for the
three
months ended
March 31, 2017
and
2016
reflect a
$0.1
million increase and a
$0.4
million decrease, respectively, in the tax provision, with a corresponding impact to net income and comprehensive income. The impact of the revision as of
January 1
and
December 31, 2016
was an increase of
$3.9
million and decrease of
$1.3
million, respectively, to retained earnings, as a result of  certain tax errors originating in periods prior to
2016,
primarily related to the error in the determination of the exchange rate used in the translation of deferred tax liabilities in the Company’s Kenyan subsidiary.
 
The effects of the
2017
restatement and the
2016
revision on the line items within the Company's condensed consolidated balance sheets as of
June 30, 2017
and
December 31, 2016
are as follows (in thousands):
 
   
June 30, 2017
   
December 31, 2016
 
   
As
originally reported
   
Adjustments
   
As Restated
   
As
originally reported
   
Adjustments
   
As
Revised
 
Deferred income tax liabilities
  $
44,113
    $
28,198
    $
72,311
    $
35,382
    $
1,029
    $
36,411
 
Liability for unrecognized tax benefits
   
6,015
     
-
     
6,015
     
5,738
     
706
     
6,444
 
Total liabilities
   
1,277,136
     
28,198
     
1,305,334
     
1,286,790
     
1,735
     
1,288,525
 
Retained earnings
   
274,566
     
(27,806
)
   
246,760
     
216,644
     
(1,292
)
   
215,352
 
Accumulated other comprehensive loss
   
(6,933
)
   
(392
)
   
(7,325
)
   
(7,732
)
   
(443
)
   
(8,175
)
Total stockholders’ equity attributable to the Company’s stockholders
   
1,143,274
     
(28,198
)
   
1,115,076
     
1,078,425
     
(1,735
)
   
1,076,690
 
Total equity
   
1,227,599
     
(28,198
)
   
1,199,401
     
1,170,007
     
(1,735
)
   
1,168,272
 
 
The effects of the
2017
restatement and
2016
revision on the line items within the Company's condensed consolidated statements of operations and comprehensive income for the
three
and
six
months ended
June 30, 2017
and
2016
are as follows (in thousands):
 
   
Three months ended June 30, 2017
   
Six months ended June 30, 2017
 
   
As
originally reported
   
Adjustments
   
As Restated
   
As
originally reported
   
Adjustments
   
As Restated
 
Income tax provision
  $
(6,369
)
  $
(26,396
)
  $
(32,765
)
  $
(17,255
)
  $
(26,514
)
  $
(43,769
)
Income from continuing operations
   
38,242
     
(26,396
)
   
11,846
     
77,977
     
(26,514
)
   
51,463
 
Net income attributable to the Company’s stockholders
   
35,036
     
(26,396
)
   
8,640
     
70,348
     
(26,514
)
   
43,834
 
Loss in respect of derivative instruments designated for cash flow hedge
   
20
     
25
     
45
     
42
     
51
     
93
 
Comprehensive income
   
38,792
     
(26,371
)
   
12,421
     
79,172
     
(26,463
)
   
52,709
 
Comprehensive income attributable to the Company’s stockholders
   
35,179
     
(26,371
)
   
8,808
     
71,147
     
(26,463
)
   
44,684
 
Net income per share attributable to the Company’s stockholders
                                               
Basic:
  $
0.70
    $
(0.53
)
  $
0.17
    $
1.41
    $
(0.53
)
  $
0.88
 
Diluted:
  $
0.69
    $
(0.52
)
  $
0.17
    $
1.39
    $
(0.52
)
  $
0.87
 
 
 
   
Three months ended June 30, 2016
   
Six months ended June 30, 2016
 
   
As
originally reported
   
Adjustments
   
As Revised
   
As
originally reported
   
Adjustments
   
As Revised
 
Income tax provision
  $
(7,890
)
  $
(625
)
  $
(8,515
)
  $
(17,399
)
  $
(195
)
  $
(17,594
)
Income from continuing operations
   
24,933
     
(625
)
   
24,308
     
55,878
     
(195
)
   
55,683
 
Net income attributable to the Company’s stockholders
   
24,349
     
(625
)
   
23,724
     
53,620
     
(195
)
   
53,425
 
Loss in respect of derivative instruments designated for cash flow hedge
   
22
     
13
     
35
     
43
     
27
     
70
 
Comprehensive income
   
22,944
     
(612
)
   
22,332
     
50,707
     
(168
)
   
50,539
 
Comprehensive income attributable to the Company’s stockholders
   
22,360
     
(612
)
   
21,748
     
48,449
     
(168
)
   
48,281
 
Net income per share attributable to the Company’s stockholders
                                               
Basic:
  $
0.49
    $
(0.01
)
  $
0.48
    $
1.09
    $
(0.01
)
  $
1.08
 
Diluted:
  $
0.49
    $
(0.02
)
  $
0.47
    $
1.07
    $
-
    $
1.07
 
 
The effects of the
2017
restatement and
2016
revision on the line items within the Company’s condensed consolidated statements of equity for the
six
months ended
June 30, 2017
and
2016
are as follows (in thousands):
 
   
As
originally
reported
   
Adjustments
   
As Revised
 
Balances as of December 31, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
Retained earnings
  $
148,396
    $
3,930
    $
152,326
 
Accumulated other comprehensive loss
   
(7,667
)
   
(497
)
   
(8,164
)
Total stockholders’ equity attributable to the Company’s stockholders
   
990,001
     
3,433
     
993,434
 
Total equity
   
1,083,874
     
3,433
     
1,087,307
 
Net income for the six months ended June 30, 2016
   
55,878
     
(195
)
   
55,683
 
Net income attributable to the Company’s stockholders for the six months ended June 30, 2016
   
53,620
     
(195
)
   
53,425
 
Loss in respect of derivative instruments designated for cash flow hedge for the six months ended June 30, 2016
   
43
     
27
     
70
 
Balances as of June 30, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
Retained earnings
   
183,018
     
3,735
     
186,753
 
Accumulated other comprehensive loss
   
(12,838
)
   
(470
)
   
(13,308
)
Total stockholders’ equity attributable to the Company’s stockholders
   
1,027,056
     
3,265
     
1,030,321
 
Total equity
   
1,117,435
     
3,265
     
1,120,700
 
 
   
As
originally
reported
   
Adjustments
   
As Restated
 
Balances as of December 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
Retained earnings
  $
216,644
    $
(1,292
)
  $
215,352
 
Accumulated other comprehensive loss
   
(7,732
)
   
(443
)
   
(8,175
)
Total stockholders’ equity attributable to the Company stockholders
   
1,078,425
     
(1,735
)
   
1,076,690
 
Total equity
   
1,170,007
     
(1,735
)
   
1,168,272
 
Net income for the six months ended June 30, 2017
   
77,289
     
(26,514
)
   
50,775
 
Net income attributable to the Company’s stockholders for the six months ended June 30, 2017
   
70,348
     
(26,514
)
   
43,834
 
Loss in respect of derivative instruments designated for cash flow hedge for the six months ended June 30, 2017
   
42
     
51
     
93
 
Balances as of June 30, 2017:
 
 
 
 
 
 
 
 
 
 
 
 
Retained earnings
   
274,566
     
(27,806
)
   
246,760
 
Accumulated other comprehensive loss
   
(6,933
)
   
(392
)
   
(7,325
)
Total stockholders’ equity attributable to the Company’s stockholders
   
1,143,274
     
(28,198
)
   
1,115,076
 
Total equity
   
1,227,599
     
(28,198
)
   
1,199,401
 
 
 
Although there was
no
impact to net cash provided by operating activities, net cash used in investing activities or net cash used in financing activities, the effects of the
2017
restatement and the
2016
revision on the line items within the condensed consolidated statements of cash flows for the
six
months ended
June 30, 2017
and
2016
are as follows (in thousands):
 
   
Six months ended June 30, 2017
   
Six months ended June 30, 2016
 
   
As
previously reported
   
Adjustments
   
As Restated
   
As
previously reported
   
Adjustments
   
As Revised
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
  $
77,977
    $
(26,514
)
  $
51,463
    $
55,878
    $
(195
)
  $
55,683
 
Deferred income tax provision
   
8,375
     
26,396
     
34,771
     
13,254
     
-
     
13,254
 
Liability for unrecognized tax benefits
   
277
     
118
     
395
     
(411
)
   
195
     
(216
)
Net cash provided by operating activities    
114,158
     
-
     
114,158
     
119,573
     
-
     
119,573
 
 
The impacts of the restatement and revision have been reflected throughout the financial statements, including the applicable footnotes, as appropriate.  This resulted in changes to the deferred tax balances, valuation allowance and effective tax rate, together with other disclosures in Note
11.
 
SCPPA power purchase agreement
 
During the
second
quarter of
2017,
ONGP LLC (“ONGP”),
one
of the Company’s wholly-owned subsidiaries, entered into a Power Purchase Agreement (“PPA”) with Southern California Public Power Authority (“SCPPA”), pursuant to which ONGP will sell, and SCPPA will purchase, geothermal power generated by a portfolio of
nine
different geothermal power plants, owned by the Company and located in the US. The parties’ obligations under the PPA are based on a geothermal power generation capacity of
150
MW, and, pursuant to the PPA, ONGP is required to deliver a minimum of
135
MW and is entitled to deliver a maximum of
185
MW to SCPPA over the next
five
years. The portfolio PPA is for a term of approximately
26
years, expiring in
December 31, 2043
and has a fixed price of
$75.50
per MWh.
 
Assertion of permanent reinvestment of foreign unremitted earnings in a subsidiary
 
During the
second
quarter of
2017,
in conjunction with the (i) final approval of the SCPPA PPA which will require the Company to make significant capital expenditures in the U.S., (ii) the fact that the Company is currently looking for acquisitions in the U.S., and (iii) the acquisition of Viridity for a price of
$35.3
million with
two
additional earn-out payments expected to be made in
2018
and
2021,
the Company has re-evaluated its position with respect to a portion of the unrepatriated earnings of Ormat Systems (“OSL”), its fully owned Subsidiary in Israel, and after consideration of the aforementioned change in facts, determined that it can
no
longer maintain the permanent reinvestment position with respect to a portion of OSL's unrepatriated earnings which will be repatriated to support the Company’s capital expenditures in the U.S. Accordingly, and as further described in Note
11,
the permanent reinvestment assertion of foreign unremitted earnings of OSL was reassessed and removed and the related deferred tax assets and liabilities as well as the estimated withholding taxes on expected remittance of OSL earnings to the U.S. were recorded by the Company in the
second
quarter of
2017
.
 
Viridity transaction
 
On
March 15, 2017,
the Company completed the acquisition of substantially all of the business and assets of Viridity Energy, Inc. (“VEI”), a privately held Philadelphia-based company engaged in the provision of demand response, energy management and energy storage services. At closing, Viridity Energy Solutions Inc. (“Viridity”), a wholly owned subsidiary of the Company, paid initial consideration of
$35.3
million. Additional contingent consideration with an estimated fair value of $
12.8
million will be payable in
two
installments upon the achievement of certain performance milestones measured at the end of fiscal years
2017
and
2020.
The acquired business and assets are operated by Viridity.
  
Using proprietary software and solutions, Viridity serves primarily retail energy providers, utilities, and large commercial and industrial customers. Viridity’s offerings enable its customers to optimize and monetize their energy management, demand response and storage facilities potential by interacting on their behalf with regional transmission organizations and independent system operators.
 
The Company accounted for the transaction in accordance with Accounting Standard Codification
805,
Business Combinations, and consequently recorded intangible assets of
$34.7
million primarily relating to Viridity’s storage and non-storage activities with a weighted-average amortization period of
17
years, approximately
$0.4
million of working capital and fixed assets, and
$13.9
million of goodwill. Following the transaction, the Company consolidated Viridity, in accordance with Accounting Standard Codification
810,
Consolidation. The acquisition will enable the Company to enter the growing energy storage and demand response markets and expand its market presence. 
 
The revenues of Viridity for the period from
March 15, 2017
to
June 30, 2017
were included in the Company’s consolidated statements of operations and comprehensive income for the
three
and
six
months ended
June 30, 2017.
 
Accounting guidance provides that the allocation of the purchase price
may
be modified for up to
one
year from the date of the acquisition to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date.
 
Other comprehensive income
 
For the
six
months ended
June 30, 2017
and
2016,
the Company classified
$3,000
and
$5,000,
respectively, related to derivative instruments designated as cash flow hedges, from accumulated other comprehensive income, of which
$5,000
and
$10,000,
respectively, were recorded to reduce interest expense and
$2,000
and
$5,000,
respectively, were recorded against the income tax provision, in the condensed consolidated statements of operations and comprehensive income. For the
three
months ended
June 30, 2017
and
2016,
the Company classified
$1,000
and
$2,000,
respectively, related to derivative instruments designated as cash flow hedges, from accumulated other comprehensive income, of which
$3,000
and
$6,000
respectively, was recorded to reduce interest expense and
$1,000
and
$4,000,
respectively, were recorded against the income tax provision, in the condensed consolidated statements of operations and comprehensive income. The accumulated net loss included in Other comprehensive income as of
June 30, 2017,
is
$0.6
million
 
Write-offs of unsuccessful exploration activities
 
There were
no
write-offs of unsuccessful exploration activities for the
three
and
six
months ended
June 30, 2017.
Write-offs of unsuccessful exploration activities for the
three
and
six
months ended
2016
were
$0.9
million and
$1.4
million, respectively. The write-offs of exploration costs in
2016
were related to the Company’s exploration activities in Nevada and Chile, which the Company determined would
not
support commercial operations.
 
Concentration of credit risk
 
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable.
 
The Company places its temporary cash investments with high credit quality financial institutions located in the United States (“U.S.”) and in foreign countries. At
June 30, 2017
and
December 31, 2016,
the Company had deposits totaling
$31.3
million and
$72.5
million, respectively, in
seven
U.S. financial institutions that were federally insured up to
$250,000
per account. At
June 30, 2017
and
December 31, 2016,
the Company’s deposits in foreign countries amounted to approximately
$99.9
million and
$166.2
million, respectively.
 
At
June 30, 2017
and
December 31, 2016,
accounts receivable related to operations in foreign countries amounted to approximately
$53.5
million and
$53.3
million, respectively. At
June 30, 2017
and
December 31, 2016,
accounts receivable from the Company’s primary customers amounted to approximately
55%
and
60%
of the Company’s accounts receivable, respectively.
 
Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy, Inc.) accounted for
16.7%
and
19.1%
of the Company’s total revenues for the
three
months ended
June 30, 2017
and
2016,
respectively, and
17.8%
and
21.1%
for the
six
months ended
June 30, 2017
and
2016,
respectively.
 
Kenya Power and Lighting Co. Ltd. accounted for
15.4%
and
17.1%
of the Company’s total revenues for the
three
months ended
June 30, 2017
and
2016,
respectively, and
14.8%
and
17.2%
of the Company’s total revenues for the
six
months ended
June 30, 2017
and
2016,
respectively.
 
SCPPA accounted for
8.7%
and
10.4%
of the Company’s total revenues for the
three
months ended
June 30, 2017
and
2016,
respectively, and
8.9%
and
11.2%
of the Company’s total revenues for the
six
months ended
June 30, 2017
and
2016,
respectively.
 
Hyundai (Sarulla geothermal power project) accounted for
4.9%
and
8.6%
of the Company’s total revenues for the
three
months ended
June 30, 2017
and
2016,
respectively, and
6.3%
and
9.0%
for the
six
months ended
June 30, 2017
and
2016,
respectively.
 
The Company has historically been able to collect on all of its receivable balances, and accordingly,
no
provision for doubtful accounts has been made.