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Note 1 - General and Basis of Presentation
9 Months Ended
Sep. 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
September 30, 2017,
the consolidated results of operations and comprehensive income (loss) for the
three
and
nine
months ended
September 30, 2017
and
2016
and the consolidated cash flows for the
nine
months ended
September 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
nine
months ended
September 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
nine
months ended
September 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 overstatement of the income tax provision and an understatement of net income of
$4.8
million for the
three
months ended
September 30, 2017
and an understatement of the income tax provision and an overstatement of net income of
$21.7
million for the
nine
months ended
September 30, 2017.
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
nine
months ended
September 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.
 
Revision of previously issued condensed consolidated financial 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, 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
and
nine
months ended
September 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
nine
months ended
September 30, 2016
reflect a
$0.1
million and
$0.3
million increase, respectively, in the tax provision, with a corresponding decrease in 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 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
September 30, 2017
and
December 31, 2016
are as follows (in thousands):
 
   
September 30, 2017
   
December 31, 2016
 
   
As
originally reported
   
Adjustments
   
As Restated
   
As
originally reported
   
Adjustments
   
As Revised
 
Deferred income tax liabilities
  $
54,495
    $
23,419
    $
77,914
    $
35,382
    $
1,029
    $
36,411
 
Liability for unrecognized tax benefits
   
6,188
     
-
     
6,188
     
5,738
     
706
     
6,444
 
Total liabilities
   
1,239,812
     
23,419
     
1,263,231
     
1,286,790
     
1,735
     
1,288,525
 
Retained earnings
   
289,561
     
(23,027
)
   
266,534
     
216,644
     
(1,292
)
   
215,352
 
Accumulated other comprehensive loss
   
(5,634
)
   
(392
)
   
(6,026
)
   
(7,732
)
   
(443
)
   
(8,175
)
Total stockholders’ equity attributable to the Company stockholders
   
1,179,983
     
(23,419
)
   
1,156,564
     
1,078,425
     
(1,735
)
   
1,076,690
 
Total equity
   
1,257,445
     
(23,419
)
   
1,234,026
     
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
nine
-months ended
September 30, 2017
and
2016
are as follows (in thousands):
 
   
Three months ended September 30, 2017
   
Nine months ended September 30, 2017
 
   
As
originally reported
   
Adjustments
   
As Restated
   
As
originally reported
   
Adjustments
   
As Restated
 
Income tax provision
  $
(11,003
)
  $
4,779
    $
(6,224
)
  $
(28,258
)
  $
(21,735
)
  $
(49,993
)
Income from continuing operations
   
22,780
     
4,779
     
27,559
     
100,757
     
(21,735
)
   
79,022
 
Net income attributable to the Company’s stockholders
   
19,181
     
4,779
     
23,960
     
89,529
     
(21,735
)
   
67,794
 
Loss in respect of derivative instruments designated for cash flow hedge
   
20
     
-
     
20
     
62
     
51
     
113
 
Comprehensive income
   
24,405
     
4,779
     
29,184
     
103,577
     
(21,684
)
   
81,893
 
Comprehensive income attributable to the Company’s stockholders
   
20,399
     
4,779
     
25,178
     
91,627
     
(21,684
)
   
69,943
 
Net income per share attributable to the Company’s stockholders
                                               
Basic:
  $
0.38
    $
0.10
    $
0.48
    $
1.79
    $
(0.43
)
  $
1.36
 
Diluted:
  $
0.38
    $
0.09
    $
0.47
    $
1.77
    $
(0.43
)
  $
1.34
 
 
   
Three months ended September 30, 2016
   
Nine months ended September 30, 2016
 
   
As
originally reported
   
Adjustments
   
As Revised
   
As
originally reported
   
Adjustments
   
As Revised
 
Income tax provision
  $
(11,988
)
  $
(121
)
  $
(12,109
)
  $
(29,387
)
  $
(316
)
  $
(29,703
)
Income from continuing operations
   
14,406
     
(121
)
   
14,285
     
70,284
     
(316
)
   
69,968
 
Net income attributable to the Company’s stockholders
   
12,080
     
(121
)
   
11,959
     
65,700
     
(316
)
   
65,384
 
Loss in respect of derivative instruments designated for cash flow hedge
   
22
     
13
     
35
     
65
     
40
     
105
 
Comprehensive income
   
15,741
     
(108
)
   
15,633
     
66,448
     
(276
)
   
66,172
 
Comprehensive income attributable to the Company’s stockholders
   
13,415
     
(108
)
   
13,307
     
61,864
     
(276
)
   
61,588
 
Net income per share attributable to the Company’s stockholders
                                               
Basic:
  $
0.24
    $
-
    $
0.24
    $
1.33
    $
(0.01
)
  $
1.32
 
Diluted:
  $
0.24
    $
-
    $
0.24
    $
1.31
    $
-
    $
1.31
 
 
The effects of the
2017
restatement and
2016
revision on the line items within the Company’s condensed consolidated statements of equity for the
nine
-months ended
September 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 nine months ended September 30, 2016
   
70,090
     
(316
)
   
69,774
 
Net income attributable to the Company’s stockholders for the nine months ended September 30, 2016
   
65,700
     
(316
)
   
65,384
 
Loss in respect of derivative instruments designated for cash flow hedge for the nine months ended September 30, 2016
   
65
     
40
     
105
 
Balances as of September 30, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
Retained earnings
   
191,627
     
3,614
     
195,241
 
Accumulated other comprehensive loss
   
(11,503
)
   
(457
)
   
(11,960
)
Total stockholders’ equity attributable to the Company’s stockholders
   
1,040,029
     
3,157
     
1,043,186
 
Total equity
   
1,135,942
     
3,157
     
1,139,099
 
 
   
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’s stockholders
   
1,078,425
     
(1,735
)
   
1,076,690
 
Total equity
   
1,170,007
     
(1,735
)
   
1,168,272
 
Net income for the nine months ended September 30, 2017
   
99,683
     
(21,735
)
   
77,948
 
Net income attributable to the Company’s stockholders for the nine months ended September 30, 2017
   
89,529
     
(21,735
)
   
67,794
 
Loss in respect of derivative instruments designated for cash flow hedge for the nine months ended September 30, 2017
   
62
     
51
     
113
 
Balances as of September 30, 2017:
 
 
 
 
 
 
 
 
 
 
 
 
Retained earnings
   
289,561
     
(23,027
)
   
266,534
 
Accumulated other comprehensive loss
   
(5,634
)
   
(392
)
   
(6,026
)
Total stockholders’ equity attributable to the Company’s stockholders
   
1,179,983
     
(23,419
)
   
1,156,564
 
Total equity
   
1,257,445
     
(23,419
)
   
1,234,026
 
 
Although there was with
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
nine
months ended
September 30, 2017
and
2016
are as follows (in thousands):
 
   
Nine months ended September 30, 2017
   
Nine months ended September 30, 2016
 
   
As
originally reported
   
Adjustments
   
As Restated
   
As
originally reported
   
Adjustments
   
As Revised
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
  $
100,757
    $
(21,735
)   $
79,022
    $
70,284
    $
(316
)   $
69,968
 
Deferred income tax provision
   
16,506
     
21,617
     
38,123
     
20,742
     
-
     
20,742
 
Liability for unrecognized tax benefits
   
450
     
118
     
568
     
(125
)    
316
     
191
 
Net cash provided by operating activities    
166,533
     
-
     
166,533
     
158,027
     
-
     
158,027
 
 
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.
 
 
Platanares geothermal power plant
 
On
September 26, 2017,
the Company announced that its
35
MW Platanares geothermal project in Honduras commenced commercial operation. The Company constructed the Platanares geothermal project under a Build, Operate, and Transfer (BOT) contract with ELCOSA, a privately owned Honduran energy company. The Company will operate the project for
15
years from commercial operation date (COD). Platanares sells its power under a
30
-year power purchase agreement with the national utility of Honduras, ENEE. A portion of the land on which the project is located at is held by us through a lease from a local municipality.  Because the term of the lease exceeds the term in office of the relevant municipal government, it remains subject to an additional approval of the Honduran Congress in order to be fully valid.  The Company has commenced the necessary steps to obtain such approval but the current elections in Honduras
may
result in a delay in obtaining such approval.
 
OFC Senior Secured Notes prepayment
 
In
September 2017,
the Company fully prepaid all of its outstanding OFC Senior Secured Notes for
$14.3
million. As a result of the prepayment, the Company recognized a loss of
$1.5
million, including amortization of deferred financing costs of
$0.2
million, which was included in other non-operating income (expense), net in the consolidated statements of operations and comprehensive income for the
three
and
nine
months ended
September 30, 2017.
 
DEG Loan prepayment
 
In
September 2017,
the Company fully prepaid its DEG loan for
$11.8
million. As a result of the prepayment, the Company recognized a loss of
$0.5
million, including amortization of deferred financing costs of
$0.4
million, which was included in other non-operating income (expense), net in the consolidated statements of operations and comprehensive income for the
three
and
nine
months ended
September 30, 2017.
 
ORIX transaction 
 
On
July 26, 2017,
the Company announced that ORIX Corporation (“ORIX”) closed its acquisition of approximately
11
million shares of the Company’s common stock, representing an approximately
22%
 ownership stake in the Company, from FIMI ENRG Limited Partnership, FIMI ENRG, L.P., Bronicki Investments, Ltd. and certain senior members of the Company’s management team pursuant to a stock purchase agreement entered into by ORIX and the selling stockholders on
May 4, 2017.
In connection with the acquisition, on
May 4, 2017,
the Company entered into certain related agreements with ORIX, including a Governance Agreement, a Commercial Cooperation Agreement and a Registration Rights Agreement, following the unanimous recommendation of a Special Committee of the board of directors of the Company (the “Board”) that was formed to evaluate and negotiate the stockholder arrangements proposed by ORIX, and following approval by the Board. The closing of the transactions contemplated by the related agreements between ORIX and the Company also occurred on
July 26, 2017.  
  
Under the Governance Agreement, ORIX has the right to designate
three
persons to the Board, which was expanded to
nine
directors, and also propose a
fourth
person to be mutually agreed by the Company and ORIX to serve as a new independent director on the Board. In addition, for so long as ORIX is entitled to board representation pursuant to the Governance Agreement, ORIX will be subject to certain customary standstill restrictions, including an effective
25%
cap on its voting rights. Pursuant to the Registration Rights Agreement, ORIX also has certain customary registration rights with respect to the shares of the Company’s common stock that it owns.
 
Under the Commercial Cooperation Agreement, the Company has exclusive rights to develop, own, operate and provide equipment for ORIX geothermal energy projects in all markets outside of Japan. In addition, the Company has certain rights to serve as technical partner and co-invest in ORIX geothermal energy projects in Japan. ORIX will also assist the Company in obtaining project financing for its geothermal energy projects from a variety of leading providers of renewable energy debt financing with which ORIX has relationships in Asia and around the world.
 
ORTP buyout
 
On
March 30, 2017,
the Company’s partner JPM Capital Corporation (“JPM”) achieved its target after-tax yield on its investment in ORTP, LLC (“ORTP”) and on
July 10, 2017,
Ormat Nevada Inc. (“Ormat Nevada”) purchased all of the Class B membership units in ORTP from JPM for
$2.4
million. As a result, Ormat Nevada is now the sole owner of all of the economic and voting interests in ORTP and continues to consolidate ORTP in its financial statements. The purchase of Class B membership units of ORTP was recorded in equity as a reduction to Noncontrolling Interest with the surplus charged to Additional Paid-in Capital.
 
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 (i) the final approval of the SCPPA PPA which will require the Company to make significant capital expenditures in the United Sates, (ii) the fact that the Company is currently exploring acquisition opportunities in the United States, and (iii) the acquisition of substantially all the assets of Viridity for
$35.3
million with
two
additional earn-out payments that
may
have 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 Ltd. (“OSL”), its wholly 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 United Sates. 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 United States 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., a privately held Philadelphia-based company formerly 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 enabled 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
September 30, 2017
were included in the Company’s consolidated statements of operations and comprehensive income for the
three
and
nine
months ended
September 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
nine
months ended
September 30, 2017
and
2016,
the Company classified
$5,000
and
$7,000,
respectively, related to derivative instruments designated as cash flow hedges, from accumulated other comprehensive income, of which
$9,000
and
$11,000,
respectively, were recorded to reduce interest expense and
$4,000
and
$4,000,
respectively, were recorded against the income tax provision, in the condensed consolidated statements of operations and comprehensive income. For the
three
months ended
September 30, 2017
and
2016,
the Company classified
$2,000
and
$2,000,
respectively, related to derivative instruments designated as cash flow hedges, from accumulated other comprehensive income, of which
$6,000
and
$3,000
respectively, was recorded to reduce interest expense and
$4,000
and
$1,000,
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
September 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
nine
months ended
September 30, 2017.
Write-offs of unsuccessful exploration activities for the
three
and
nine
months ended
2016
were
$1.3
million and
$2.7
million, respectively. The write-offs of exploration costs in
2016
were related to the Company’s exploration activities in Nevada and Chile, after which the Company determined that the applicable sites 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 and in foreign countries. At
September 30, 2017
and
December 31, 2016,
the Company had deposits totaling
$23.9
million and
$72.5
million, respectively, in
seven
United States financial institutions that were federally insured up to
$250,000
per account. At
September 30, 2017
and
December 31, 2016,
the Company’s deposits in foreign countries amounted to approximately
$56.0
million and
$166.2
million, respectively.
 
At
September 30, 2017
and
December 31, 2016,
accounts receivable related to operations in foreign countries amounted to approximately
$67.5
million and
$53.3
million, respectively. At
September 30, 2017
and
December 31, 2016,
accounts receivable from the Company’s primary customers amounted to approximately
48%
and
60%
of the Company’s accounts receivable, respectively.
 
Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy, Inc.) accounted for
16.3%
and
14.4%
of the Company’s total revenues for the
three
months ended
September 30, 2017
and
2016,
respectively, and
17.4%
and
18.6%
for the
nine
months ended
September 30, 2017
and
2016,
respectively.
 
Kenya Power and Lighting Co. Ltd. accounted for
17.6%
and
15.1%
of the Company’s total revenues for the
three
months ended
September 30, 2017
and
2016,
respectively, and
15.7%
and
16.4%
of the Company’s total revenues for the
nine
months ended
September 30, 2017
and
2016,
respectively.
 
Southern California Public Power Authority (“SCPPA”) accounted for
9.1%
and
7.7%
of the Company’s total revenues for the
three
months ended
September 30, 2017
and
2016,
respectively, and
8.9%
and
9.9%
of the Company’s total revenues for the
nine
months ended
September 30, 2017
and
2016,
respectively.
 
Hyundai (Sarulla geothermal project) accounted for
0.9%
and
24%
of the Company’s total revenues for the
three
months ended
September 30, 2017
and
2016,
respectively, and
4.7%
and
14%
for the
nine
months ended
September 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.