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Note 2 - Business Acquisitions and Others
12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
NOTE
2
—BUSINESS ACQUISITIONS AND OTHERS
 
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 that was formed to evaluate and negotiate the stockholder arrangements proposed by ORIX, and following approval by the full 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.
 
 
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
$12.4
million
may
be payable upon the achievement of certain performance milestones to be measured at the end of fiscal years
2017
and
2020.
The
first
performance milestone measured at the end of
2017
was
not
achieved and as a result, the Company reversed the related liability in the amount of
$0.6
million which was recorded under general and administrative expenses. Additionally, as of
December 31, 2017,
the contingent consideration amounted to
$10.3
million.
 
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 activities with a weighted-average
amortization period of
19
years, approximately
$0.4
million of working capital and fixed assets and
$13.4
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
December 31, 2017
were included in the Company’s consolidated statements of operations and comprehensive income for the year ended
December 31, 2017.
 
Guadeloupe power plant transaction
 
In
July 2016,
the Company closed its acquisition of Geothermie Bouillante SA (“
GB”). GB owns and operates the
14.75
MW Bouillante geothermal power plant located in Guadeloupe, a French island territory in the Caribbean
.
 
Pursuant to the terms of an Amended and Restated Investment Agreement (“
Investment Agreement”) and Shareholders Agreement with Sageos Holding (“Sageos”), a wholly owned subsidiary of Bureau de Recherches Géologiques et Minières (“BRGM”), the Company together with Caisse des Dépôts et Consignations (“CDC”), a French state-owned financial organization, acquired an approximately
80%
interest in GB, allocated
75%
to the Company and
25%
to CDC.
 
Pursuant to the agreements, the Com
pany paid approximately
$20.6
million to Sageos for its approximately
60%
interest in GB and committed to further invest
$8.4
million (approximately
€7.5
million) in the
two
years following the acquisition, which will increase its interest to
63.75%.
Under the Investment Agreement, the Company
may
pay Sageos an additional amount of up to
$13.4
million (linked to the Euro-U.S. Dollar exchange rate) subject to the achievement of agreed production thresholds and capacity expansion within a defined time period. During fiscal year
2017,
the Company paid approximately
$8.0
million dollars, net, for achieving certain production thresholds and
may
pay additional amounts of up to
$3.6
million
 
The Bouillante power plant sells its electricity under a
 
15
-year PPA that was entered into in
February 2016
with Électricité de France S.A. (“EDF”), the French electric utility.
 
The Company accounted for the transaction based on the provision of Accounting Standard Codification
805,
Business Combinations, and consequently re
corded intangible asset of
$33.0
million pertaining to the
15
-year PPA with EDF and
$7.1
million of goodwill. Additionally, following the transaction, the Company gained control over GB effective
July 5, 2016
and consolidated the entity with redeemable noncontrolling interest of
$5.0
million and noncontrolling interest of
$8.3
million being recorded. The redeemable noncontrolling interest pertains to Sageos right to sell its equity interest in GB to the Company for cash considerations. The noncontrolling interest pertains to CDC and was included under noncontrolling interest in the consolidated statements of equity
.