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EX-32.2 - EXHIBIT 32.2 - ORMAT TECHNOLOGIES, INC.ex32-2.htm
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EX-32.1 - EXHIBIT 32.1 - ORMAT TECHNOLOGIES, INC.ex32-1.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


Form 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   
 

For the quarterly period ended March 31, 2016

   
 

or

   

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   
 

For the transition period from              to              

 

Commission file number: 001-32347

 

ORMAT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

88-0326081

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

   
6225 Neil Road, Reno, Nevada 89511-1136
(Address of principal executive offices) (Zip Code)

 

(775) 356-9029

(Registrant’s telephone number, including area code)

  

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑     No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☑     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☑

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

(Do not check if a smaller reporting company)

               

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ Yes     ☑ No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 4, 2016, the number of outstanding shares of common stock, par value $0.001 per share, was 49,390,335.

 



 

 
 

 

 

ORMAT TECHNOLOGIES, INC.

 

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2016

 

PART I — FINANCIAL INFORMATION

 
     

 ITEM 1.

FINANCIAL STATEMENTS

1

     

 ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS

20

     

 ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

49

     

 ITEM 4.

CONTROLS AND PROCEDURES

49

     

PART II — OTHER INFORMATION

 
     

 ITEM 1.

LEGAL PROCEEDINGS

50

     

 ITEM 1A.

RISK FACTORS

51

     

 ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

51

     

 ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

51

     

 ITEM 4.

MINE SAFETY DISCLOSURES

51

     

 ITEM 5.

OTHER INFORMATION

51

     

 ITEM 6.

EXHIBITS

51

     

SIGNATURES

52 

 

Certain Definitions

 

Unless the context otherwise requires, all references in this quarterly report to “Ormat”, “the Company”, “we”, “us”, “our company”, “Ormat Technologies” or “our” refer to Ormat Technologies, Inc. and its consolidated subsidiaries.

 

 

 
 i

 

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   

March 31,

   

December 31,

 
   

2016

   

2015

 
   

(Dollars in thousands)

 

ASSETS

 

Current assets:

               

Cash and cash equivalents

  $ 148,498     $ 185,919  

Restricted cash and cash equivalents (all related to VIEs)

    64,129       49,503  

Receivables:

               

Trade

    76,465       55,301  

Other

    8,646       7,885  

Inventories

    16,795       18,074  

Costs and estimated earnings in excess of billings on uncompleted contracts

    29,897       25,120  

Prepaid expenses and other

    35,135       33,334  

Total current assets

    379,565       375,136  

Deposits and other

    17,415       17,968  

Deferred charges

    42,613       42,811  

Property, plant and equipment, net ($1,514,726 and $1,481,258 related to VIEs, respectively)

    1,570,074       1,559,335  

Construction-in-process ($64,668 and $129,165 related to VIEs, respectively)

    220,981       248,835  

Deferred financing and lease costs, net

    4,430       4,022  

Intangible assets, net

    25,056       25,875  

Total assets

  $ 2,260,134     $ 2,273,982  

LIABILITIES AND EQUITY

 

Current liabilities:

               

Accounts payable and accrued expenses

  $ 82,487     $ 91,955  

Short term revolving credit lines with banks (full recourse)

    9,000        

Billings in excess of costs and estimated earnings on uncompleted contracts

    30,917       33,892  

Current portion of long-term debt:

               

Limited and non-recourse (all related to VIEs):

               

Senior secured notes

    29,917       29,930  

Other loans

    21,495       21,495  

Full recourse

    11,229       11,229  

Total current liabilities

    185,045       188,501  

Long-term debt, net of current portion:

               

Limited and non-recourse (all related to VIEs):

               

Senior secured notes (less deferred financing costs of $10,549 and $10,852, respectively)

    290,201       294,476  

Other loans (less deferred financing costs of $7,137 and $7,492, respectively)

    270,869       275,888  

Full recourse:

               

Senior unsecured bonds (plus unamortized premium based upon 7% of $436 and $513, respectively and less deferred financing costs of $239 and $283, respectively)

    249,665       249,698  

Other loans (less deferred financing costs of $420 and $435, respectively)

    17,036       18,687  

Accumulated losses of unconsolidated company in excess of investment

    12,216       8,100  

Liability associated with sale of tax benefits

    6,714       11,665  

Deferred lease income

    57,516       58,099  

Deferred income taxes

    16,502       32,654  

Liability for unrecognized tax benefits

    10,639       10,385  

Liabilities for severance pay

    19,118       19,323  

Asset retirement obligation

    21,262       20,856  

Other long-term liabilities

    5,018       1,776  

Total liabilities

    1,161,801       1,190,108  

Commitments and contingencies (Note 10)

               

Equity:

               

The Company's stockholders' equity:

               

Common stock, par value $0.001 per share; 200,000,000 shares authorized; 49,320,335 and 49,107,901 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively

    49       49  

Additional paid-in capital

    854,260       849,223  

Retained earnings

    162,195       148,396  

Accumulated other comprehensive income

    (10,849 )     (7,667 )
      1,005,655       990,001  

Noncontrolling interest

    92,678       93,873  

Total equity

    1,098,333       1,083,874  

Total liabilities and equity

  $ 2,260,134     $ 2,273,982  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

 
1

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(Unaudited)

 

 

   

Three Months Ended March 31,

 
   

2016

   

2015

 
   

(Dollars in thousands, except per share data)

 

Revenues:

               

Electricity

  $ 107,868     $ 89,953  

Product

    43,726       30,278  

Total revenues

    151,594       120,231  

Cost of revenues:

               

Electricity

    63,686       55,581  

Product

    24,035       20,625  

Total cost of revenues

    87,721       76,206  

Gross margin

    63,873       44,025  

Operating expenses:

               

Research and development expenses

    349       363  

Selling and marketing expenses

    3,675       3,433  

General and administrative expenses

    8,749       10,204  

Write-off of unsuccessful exploration activities

    557       174  

Operating income

    50,543       29,851  

Other income (expense):

               

Interest income

    320       9  

Interest expense, net

    (16,023 )     (17,828 )

Foreign currency translation and transaction gains (losses)

    1,962       (1,366 )

Income attributable to sale of tax benefits

    4,398       5,552  

Other non-operating income (expense), net

    191       283  

and equity in losses of investees

    41,391       16,501  

Income tax (provision) benefit

    (9,509 )     (5,459 )

Equity in losses of investees, net

    (937 )     (775 )

Income from continuing operations

    30,945       10,267  

Net income attributable to noncontrolling interest

    (1,674 )     (235 )

Net income attributable to the Company's stockholders

  $ 29,271     $ 10,032  

Comprehensive income:

               

Net income

    30,945       10,267  

Other comprehensive income (loss), net of related taxes:

               

Change in unrealized gains or losses in respect of the Company's share in derivatives instruments of unconsolidated investment

    (3,179 )     (3,296 )

Loss in respect of derivative instruments designated for cash flow hedge

    21       23  

Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge

    (24 )     (30 )

Comprehensive income

    27,763       6,964  

Comprehensive income attributable to noncontrolling interest

    (1,674 )     (235 )

Comprehensive income attributable to the Company's stockholders

  $ 26,089     $ 6,729  

Earnings per share attributable to the Company's stockholders:

               

Basic:

               

Net income

  $ 0.60     $ 0.21  

Diluted:

               

Net income

  $ 0.59     $ 0.21  

Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:

               

Basic

    49,173       47,244  

Diluted

    49,782       48,079  

Dividend per share declared

  $ 0.31     $ 0.08  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

 
2

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

 

   

The Company's Stockholders' Equity

                 
                           

Retained

   

Accumulated

                         
                   

Additional

   

Earnings

   

Other

                         
   

Common Stock

   

Paid-in

   

(Accumulated

   

Income

           

Noncontrolling

   

Total

 
   

Shares

   

Amount

   

Capital

   

Deficit)

   

(Loss)

   

Total

   

Interest

   

Equity

 
   

(Dollars in thousands, except per share data)

 
                                                                 

Balance at December 31, 2014

    45,537     $ 46     $ 742,006     $ 41,539     $ (8,668 )   $ 774,923     $ 11,823     $ 786,746  
                                                                 

Stock-based compensation

                1,127                   1,127             1,127  

Exercise of options by employees and directors

    295             2,704                   2,704             2,704  

Share exchange with Parent

    2,996       3       25,754                   25,757             25,757  

Cash paid to non controlling interest

                                        (228 )     (228 )

Cash dividend declared, $0.08 per share

                      (3,898 )           (3,898 )           (3,898 )

Net income

                      10,032             10,032       235       10,267  

Other comprehensive income (loss), net of related taxes:

                                                               

cash flow hedge (net of related tax of $14)

                            23       23             23  

Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment (net of related tax of $0)

                            (3,296 )     (3,296 )           (3,296 )

Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge (net of related tax of $19)

                            (30 )     (30 )           (30 )
                                                                 

Balance at March 31, 2015

    48,828     $ 49     $ 771,591     $ 47,673     $ (11,971 )   $ 807,342     $ 11,830     $ 819,172  
                                                                 

Balance at December 31, 2015

    49,107     $ 49     $ 849,223     $ 148,396     $ (7,667 )   $ 990,001     $ 93,873     $ 1,083,874  
                                                                 

Stock-based compensation

                842                   842             842  

Exercise of options by employees and directors

    213             4,195                   4,195             4,195  

Cash paid to noncontrolling interest

                                        (2,869 )     (2,869 )

Cash dividend declared, $0.31 per share

                      (15,472 )           (15,472 )           (15,472 )

Net income

                      29,271             29,271       1,674       30,945  

Other comprehensive income (loss), net of related taxes:

                                                               

Loss in respect of derivative instruments designated for cash flow hedge (net of related tax of $12)

                            21       21             21  

Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment (net of related tax of $0)

                            (3,179 )     (3,179 )           (3,179 )

Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge (net of related tax of $14)

                            (24 )     (24 )           (24 )
                                                                 

Balance at March 31, 2016

    49,320     $ 49     $ 854,260     $ 162,195     $ (10,849 )   $ 1,005,655     $ 92,678     $ 1,098,333  
                                                                 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

 
3

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Three Months Ended March 31,

 
   

2016

   

2015

 
   

(Dollars in thousands)

 

Cash flows from operating activities:

               

Net income

  $ 30,945     $ 10,267  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    26,181       25,639  

Amortization of premium from senior unsecured bonds

    (77 )     (77 )

Accretion of asset retirement obligation

    406       372  

Stock-based compensation

    842       1,127  

Amortization of deferred lease income

    (671 )     (671 )

Income attributable to sale of tax benefits, net of interest expense

    (3,475 )     (4,044 )

Equity in losses of investees

    937       775  

Mark-to-market of derivative instruments

    (162 )     4,129  

Write-off of unsuccessful exploration activities

    557       174  

Gain on severance pay fund asset

    (564 )     140  

Deferred income tax provision

    6,643       4,054  

Liability for unrecognized tax benefits

    254       (321 )

Deferred lease revenues

    88       (74 )

Changes in operating assets and liabilities, net of amounts acquired:

               

Receivables

    (21,925 )     (6,201 )

Costs and estimated earnings in excess of billings on uncompleted contracts

    (4,777 )     20,367  

Inventories

    1,279       (356 )

Prepaid expenses and other

    (1,808 )     1,189  

Deposits and other

    80       (79 )

Accounts payable and accrued expenses

    (4,846 )     (4,903 )

Billings in excess of costs and estimated earnings on uncompleted contracts

    (2,975 )     33,137  

Liabilities for severance pay

    (205 )     (1,900 )

Other long-term liabilities

    317       916  

Due from/to Parent

          (513 )

Net cash provided by operating activities

    27,044       83,147  

Cash flows from investing activities:

               

Cash acquired in organizational restructuring and share exchange with parent (Note 1)

          15,391  

Net change in restricted cash, cash equivalents and marketable securities

    (14,626 )     (22,282 )

Capital expenditures

    (31,031 )     (42,386 )

Decrease in severance pay fund asset, net of payments made to retired employees

    1,037       2,020  

Net cash used in investing activities

    (44,620 )     (47,257 )

Cash flows from financing activities:

               

Proceeds from exercise of options by employees

    4,195       2,704  

Proceeds from revolving credit lines with banks

    49,700       489,900  

Repayment of revolving credit lines with banks

    (40,700 )     (479,600 )

Cash received from non-controlling interest

    1,972       1,654  

Repayments of long-term debt

    (11,631 )     (10,494 )

Cash paid to non-controlling interest

    (6,317 )     (3,503 )

Deferred debt issuance costs

    (1,592 )     (2,159 )

Cash dividends paid

    (15,472 )     (3,898 )

Net cash provided by (used in) financing activities

    (19,845 )     (5,396 )

Net change in cash and cash equivalents

    (37,421 )     30,494  

Cash and cash equivalents at beginning of period

    185,919       40,230  

Cash and cash equivalents at end of period

  $ 148,498     $ 70,724  

Supplemental non-cash investing and financing activities:

               

Increase (decrease) in accounts payable related to purchases of property, plant and equipment

  $ (5,296 )   $ (118 )

Accrued liabilities related to financing activities

  $ 3,768     $  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 
4

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

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 March 31, 2016, the consolidated results of operations and comprehensive income (loss) for the three-month periods ended March 31, 2016 and 2015 and the consolidated cash flows for the three-month periods ended March 31, 2016 and 2015.

 

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-month period ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016.

 

These 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, 2015. The condensed consolidated balance sheet data as of December 31, 2015 was derived from the audited consolidated financial statements for the year ended December 31, 2015, but does not include all disclosures required by U.S. GAAP.

 

Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest $1,000.

  

Guadeloupe power plant transaction

 

On March 14, 2016, the Company signed an Investment Agreement and Shareholders Agreement with Sageos holding (“Sageos”), a wholly owned subsidiary of Bureau de Recherches Géologiques et Minières (“BRGM”), the French governmental geological survey company, to acquire, gradually, 85% of Geothermie Bouillante SA (“GB”). GB owns and operates the Bouillante geothermal power plant located on Guadeloupe Island, a French territory in the Caribbean. This plant currently generates approximately 10 MW and owns two exploration licenses providing for additional potential capacity of up to 30 MW. Under the agreements, the Company will pay approximately $24 million (linked to the US Dollar-Euro exchange rate) to Sageos for a 79.6% equity interest in GB at closing, which is expected in the second quarter of 2016. In addition, the Company is committed to further invest approximately $11 million (€10 million) during the first two years, which will increase its equity interest to 85%. The cash will be used mainly for the enhancement of the power plant. Under the Investment Agreement, the Company will pay Sageos an additional amount of up to approximately $17 million (€16 million) subject to the achievement of agreed upon production thresholds and capacity expansion within a defined time period.

 

Alevo transaction

 

On March 30, 2016, the Company signed an agreement with a subsidiary of Alevo Group SA (“Alevo”), a leading provider of energy storage systems, to jointly build, own and operate the Rabbit Hill Energy Storage Project (“Rabbit Hill”) located in Georgetown, Texas. The Company will own and fund the majority of Rabbit Hill and under the terms of the agreements, will provide engineering and construction services and balance of plant equipment. Alevo will provide its innovative GridBank™ inorganic lithium ion energy storage system in conjunction with the power conversion systems. In addition, Alevo will provide ongoing management and operations and maintenance services for the life of the project. The Company will hold an 85% interest in the Rabbit Hill project entity which will decrease to 50.1% subsequent to reaching certain IRR achievements. The Company will consolidate the Rabbit Hill project as a majority owned indirect subsidiary.

 

Northleaf Transaction

 

On April 30, 2015, Ormat Nevada Inc. (“Ormat Nevada”), a wholly-owned subsidiary of the Company, closed the sale of approximately 36.75% of the aggregate membership interests in ORPD LLC (“ORPD”), a new holding company and subsidiary of Ormat Nevada, that indirectly owns the Puna geothermal power plant in Hawaii, the Don A. Campbell geothermal power plant in Nevada, and nine power plant units across three recovered energy generation assets known as OREG 1, OREG 2 and OREG 3 to Northleaf Geothermal Holdings, LLC.

 

Under the agreement with Northleaf, we are currently conducting the required power generation tests to determine the final capacity attributable to the second phase of Don A. Campbell and upon Ormat Nevada's contribution of the project to ORPD, Northleaf will pay the value equivalent to their interest share in ORPD. We estimate that Ormat Nevada will receive approximately $40 million cash for the sale of the second phase of Don Campbell expected in the second quarter of 2016.

 

Other comprehensive income

 

For the three months ended March 31, 2016 and 2015, the Company classified $3,000 and $7,000, respectively, from accumulated other comprehensive income, of which $4,000 and $12,000, respectively, were recorded to reduce interest expense and $1,000 and $5,000, 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 March 31, 2016 is $581,000.

 

 
5

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

Write-off of unsuccessful exploration activities

 

Write-off of unsuccessful exploration activities for the three months ended March 31, 2016 and 2015 was $0.6 million and $0.2 million, respectively. These write-offs of exploration costs are related to the Company’s exploration activities in Nevada, which the Company determined in the first quarter of 2016 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 March 31, 2016 and December 31, 2015, the Company had deposits totaling $21,548,000 and $18,992,000, respectively, in seven U.S. financial institutions that were federally insured up to $250,000 per account. At March 31, 2016 and December 31, 2015, the Company’s deposits in foreign countries amounted to approximately $144,257,000 and $181,000,000, respectively.

 

At March 31, 2016 and December 31, 2015, accounts receivable related to operations in foreign countries amounted to approximately $46,192,000 and $27,846,000, respectively. At March 31, 2016 and December 31, 2015, accounts receivable from the Company’s primary customers amounted to approximately 72% and 66%, respectively, of the Company’s accounts receivable.

 

Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy, Inc.) accounted for 23.2% and 24.0% for the three months ended March 31, 2016 and 2015, respectively.

 

Southern California Public Power Authority accounted for 12.1% and 5.9% for the three months ended March 31, 2016 and 2015, respectively.

 

Kenya Power and Lighting Co. Ltd. accounted for 17.4% and 17.8% for the three months ended March 31, 2016 and 2015, respectively.

 

The Company performs ongoing credit evaluations of its customers’ financial condition. The Company has historically been able to collect on all of its receivable balances, and accordingly, no provision for doubtful accounts has been made.

  

NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS

 

New accounting pronouncements effective in the three-month period ended March 31, 2016

 

Amendments to Fair Value Measurement

 

In June 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-10, Amendment to Fair Value Measurement, Subtopic 820-10. The amendment provides that the reporting entity shall disclose for each class of assets and liabilities measured at fair value in the statement of financial position the following information: for recurring fair value measurements, the fair value measurement at the end of the reporting period, and for non-recurring fair value measurement, the fair value measurement at the relevant measurement date and the reason for the measurement. The amendments in this update are effective for annual reporting periods beginning after December 15, 2015, including interim periods within those reporting periods. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

Amendments to the Consolidation Analysis

 

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, Topic 810. The update provides that all reporting entities that hold a variable interest in other legal entities will need to re-evaluate their consolidation conclusions and potentially revise their disclosures. This amendment affects both variable interest entity (“VIE”) and voting interest entity (“VOE”) consolidation models. The update does not change the general order in which the consolidation models are applied. A reporting entity that holds an economic interest in, or is otherwise involved with, another legal entity (i.e. has a variable interest) should first determine if the VIE model applies, and if so, whether it holds a controlling financial interest under that model. If the entity being evaluated for consolidation is not a VIE, then the VOE model should be applied to determine whether the entity should be consolidated by the reporting entity. Since consolidation is only assessed for legal entities, the determination of whether there is a legal entity is important. It is often clear when the entity is incorporated, but unincorporated structures can also be legal entities and judgment may be required to make that determination. The update contains a new example that highlights the discretion used to make this legal entity determination. The update is effective for annual reporting periods beginning after December 15, 2015, including interim periods within those reporting periods. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

 

 
6

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

Simplifying the Presentation of Debt Costs

 

In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, Subtopic 835-30. The update clarifies that given the absence of authoritative guidance within Update 2015-03 for debt issuance costs described below, debt issuance costs related to line-of-credit arrangements can be deferred and presented as assets and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings under the line-of-credit arrangement. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted this update in its interim period beginning January 1, 2016 and continues to present debt issuance costs related to such line-of-credit arrangements as assets amortized ratably over the respective term of the line-of credit arrangements. Debt issuance costs related to such line-of-credit arrangements as of March 31, 2016 and December 31, 2015, totaled $1.7 million and $1.0 million, respectively.

   

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Costs, Subtopic 835-30. The update provides that debt issuance costs related to a recognized debt liability be presented in the balance sheet as direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company retrospectively adopted this update in its interim period beginning January 1, 2016. The impact of the adoption resulted in a reclassification of debt issuance costs totaling $18.3 million and $19.1 million as of March 31, 2016 and December 31, 2015, respectively.

 

New accounting pronouncements effective in future periods

 

Improvement to Employee Share-Based Payment Accounting

 

In March 2016, the FASB issued ASU 2016-09, Improvement to Employee Share-Based Payment Accounting, an update to the guidance on stock-based compensation. Under the new guidance, all excess tax benefits and tax deficiencies will be recognized in the income statement as they occur. This will replace the current guidance, which requires tax benefits that exceed compensation cost (windfalls) to be recognized in equity. It will also eliminate the need to maintain a “windfall pool,” and will remove the requirement to delay recognizing a windfall until it reduces current taxes payable. The new guidance will also change the cash flow presentation of excess tax benefits, classifying them as operating inflows, consistent with other cash flows related to income taxes. Today, windfalls are classified as financing activities. Also, this will affect the dilutive effects in earnings per share, as there will no longer be excess tax benefits recognized in additional paid in capital. Today those excess tax benefits are included in assumed proceeds from applying the treasury stock method when computing diluted EPS. Under the amended guidance, companies will be able to make an accounting policy election to either (1) continue to estimate forfeitures or (2) account for forfeitures as they occur. This updated guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the potential impact, if any, of the adoption of this update on its consolidated financial statements.

 

Revenues from Contracts with Customers

 

In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers, Topic 606 (“Topic 606”), which was a joint project of the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. The update provides that an entity should recognize revenue in connection with the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, an entity is required to apply each of the following steps: (1) identify the contract(s) with the customer; (2) identify the performance obligations in the contracts; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted no earlier than 2017 for calendar fiscal year entities. The Company is currently evaluating the potential impact, if any, of the adoption of these amendments on its consolidated financial statements.

 

 

 
7

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

   

In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations. The amendment in this Update do not change the core principal of the guidance and are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. When another entity is involved in providing goods or services to a customer, an entity is required to determine if the nature of its promise is to provide the specific good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent). The guidance includes indicators to assist an entity in determining whether it acts as a principal or agent in a specified transaction. The amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted no earlier than 2017 for calendar fiscal year entities. The Company is currently evaluating the potential impact, if any, of the adoption of these amendments on its consolidated financial statements.

 

Leases

 

In February 2016, the FASB issued ASU 2016-02, Leases, Topic 842. The amendment in this Update introduce a number of changes and simplifications from previous guidance, primarily the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The Update retains the distinction between finance leases and operating leases and the classification criteria between the two types remain substantially similar. Also, lessor accounting remains largely unchanged from previous guidance, however, key aspects in the Update were aligned with the revenue recognition guidance in Topic 606. Additionally, the Update defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified asset for a period of time in exchange for considerations. Control over the use of the identified means that the customer has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. The amendments in this update are effective for annual reporting periods beginning after December 15, 2018, including interim periods within those reporting periods. Early adoption is permitted. The Company is currently evaluating the potential impact, if any, of the adoption of these amendments on its consolidated financial statements.

 

Recognition and Measurement of Financial Assets and Financial Liabilities

 

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The update primarily requires that an entity should present separately, in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The application of this update should be by means of cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the potential impact, if any, of the adoption of this update on its consolidated financial statements.

  

Simplifying the Measurement of Inventory

 

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, Topic 330. The update contains no amendments to disclosure requirements, but replaces the concept of ‘lower of cost or market’ with that of ‘lower of cost and net realizable value’. The amendments in this update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods. The amendments should be applied prospectively with early adoption permitted. The Company is currently evaluating the potential impact, if any, of the adoption of this update on its consolidated financial statements.

 

 

 
8

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

   

NOTE 3 — INVENTORIES

 

Inventories consist of the following:

 

   

March 31,

   

December 31,

 
   

2016

   

2015

 
   

(Dollars in thousands)

 

Raw materials and purchased parts for assembly

  $ 3,604     $ 8,819  

Self-manufactured assembly parts and finished products

    13,191       9,255  

Total

  $ 16,795     $ 18,074  

 

 

 
9

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

NOTE 4 — UNCONSOLIDATED INVESTMENTS

 

Unconsolidated investments consist of the following:

   

March 31,

   

December 31,

 
   

2016

   

2015

 
   

(Dollars in thousands)

 

Sarulla

  $ (12,216 )   $ (8,100 )

 

The Sarulla Project

 

The Company holds a 12.75% equity interest in a consortium which is in the process of developing the Sarulla geothermal power project in Indonesia with expected generating capacity of approximately 330 megawatts (“MW”). The Sarulla project is located in Tapanuli Utara, North Sumatra, Indonesia and will be owned and operated by the consortium members under the framework of a Joint Operating Contract (“JOC”) and Energy Sales Contract (“ESC”) that were signed on April 4, 2013. Under the JOC, PT Pertamina Geothermal Energy (“PGE”), the concession holder for the project, has provided the consortium with the right to use the geothermal field, and under the ESC, PT PLN, the state electric utility, will be the off-taker at Sarulla for a period of 30 years. In addition to its equity holdings in the consortium, the Company designed the Sarulla plant and will supply its Ormat Energy Converters (“OECs”) to the power plant, as further described below. 

 

The project will be constructed in three phases of approximately 110 MW each, utilizing both steam and brine extracted from the geothermal field to increase the power plant’s efficiency. The first phase of operations is expected to commence towards the end of 2016 and the remaining two phases of operations are scheduled to commence within 18 months thereafter. Engineering and procurement for the first and second phases has been substantially completed but is still in progress for the third phase. Construction for the first phase is in progress with major activities related to mechanical and electrical equipment installation. The infrastructure work for the second phase is in progress. Major equipment, including Ormat’s OECs and Toshiba’s steam turbine, for the first phase has arrived and is currently being installed. The drilling of production and injection wells is also in progress for all three phases. The project is still experiencing delays mainly in field development, but also in the plant’s construction work. The project has missed a few milestones, but has received waivers from the lenders. The project is also facing certain cost overruns resulting from delays and excess drilling costs. Although estimated cost at completion is still within the approved budget (including the contingent equity), the lenders have requested that the sponsors commit additional equity. The sponsors have agreed and financing documents are being revised to reflect this request. With respect to Ormat’s role as a supplier, all contractual milestones under the supply agreement were achieved and the main shipment of the second phase is on its way to the Indonesian port. Manufacturing of third phase equipment is progressing as planned.

 

On May 16, 2014, the consortium closed $1.17 billion in financing for the development of the Sarulla project with a consortium of lenders comprised of Japan Bank for International Cooperation (“JBIC”), the Asian Development Bank and six commercial banks and obtained construction and term loans on a limited recourse basis backed by a political risk guarantee from JBIC. Of the $1.17 billion, $0.1 billion (which was drawn down by the Sarulla project company on May 23, 2014) bears a fixed interest rate and $1.07 billion bears interest at a rate linked to LIBOR.

 

The Sarulla consortium entered into interest rate swap agreements with various international banks in order to fix the Libor interest rate on up to $0.96 billion of the $1.07 billion credit facility at a rate of 3.4565%. The interest rate swap became effective as of June 4, 2014 along with the second draw-down by the project company of $50.0 million.

 

The Sarulla project company accounted for the interest rate swap as a cash flow hedge upon which changes in the fair value of the hedging instrument, relative to the effective portion, will be recorded in other comprehensive income. As such, during the three months ended March 31, 2016, the project recorded a loss equal to $24.9 million, net of deferred tax of $12.8 million, of which the Company's share was $3.2 million, which was recorded in other comprehensive income. The related accumulated loss recorded by the Company as of March 31, 2016 is $10.3 million.

 

Pursuant to a supply agreement that was signed in October 2013, the Company is supplying its OECs to the power plant and has added the $255.6 million supply contract to its Product segment backlog. The Company started to recognize revenue from the project during the third quarter of 2014 and will continue to recognize revenue over the course of the next two years. The Company has eliminated the related intercompany profit of $7.6 million against equity in loss of investees.

 

During the three months ended March 31, 2016, the Company did not make any additional equity investments in the Sarulla project.

 

 

 
10

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

   

NOTE 5— FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received upon selling an asset or paid upon transferring a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the fair value measurement guidance are described below:

 

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

 

Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

 

Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The following table sets forth certain fair value information at March 31, 2016 and December 31, 2015 for financial assets and liabilities measured at fair value by level within the fair value hierarchy, as well as cost or amortized cost. As required by the fair value measurement guidance, assets and liabilities are classified in their entirety based on the lowest level of inputs that is significant to the fair value measurement.

 

           

March 31, 2016

 
           

Fair Value

 
   

Carrying

Value at

March 31, 2016

   

Total

   

Level 1

   

Level 2

   

Level 3

 
   

(Dollars in thousands)

 

Assets:

                                       

Current assets:

                                       

Cash equivalents (including restricted cash accounts)

  $ 47,457     $ 47,457     $ 47,457     $     $  

Derivatives:

                                       

Currency forward contracts (2)

    1,759       1,759             1,759        

Liabilities:

                                       

Current liabilities:

                                       

Derivatives:

                                       

Call and put options on oil price (1)

  $ (1,612 )   $ (1,612 )   $     $ (1,612 )   $  

Call option on natural gas price (1)

    (1,196 )     (1,196 )           (1,196 )      
    $ 46,408     $ 46,408     $ 47,457     $ (1,049 )   $  

 

 
11

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

  

           

December 31, 2015

 
           

Fair Value

 
   

Carrying

Value at

December 31, 2015

   

Total

   

Level 1

   

Level 2

   

Level 3

 
   

(Dollars in thousands)

 

Assets

                                       

Current assets:

                                       

Cash equivalents (including restricted cash accounts)

  $ 31,428     $ 31,428     $ 31,428     $     $  

Derivatives:

                                       

Currency forward contracts (2)

    7       7             7        

Liabilities:

                                       

Current liabilities:

                                       

Derivatives:

                                       

Currency forward contracts (2)

    (169 )     (169 )           (169 )      
    $ 31,266     $ 31,266     $ 31,428     $ (162 )   $  

  

(1)

These amounts relate to call and put option transactions on oil and natural gas prices, valued primarily based on observable inputs, including spot prices for related commodity indices, and is included within “Accounts payable and accrued expenses” on March 31, 2016 in the consolidated balance sheets with the corresponding gain or loss being recognized within “Foreign currency translation and transaction losses” in the consolidated statement of operations and comprehensive income.

 

(2)

These amounts relate to derivatives which represent currency forward contracts valued primarily based on observable inputs, including forward and spot prices for currencies, netted against contracted rates and then multiplied against notional amounts, and are included within “accounts payable and accrued expenses” on March 31, 2016 and December 31, 2015, in the consolidated balance sheet with the corresponding gain or loss being recognized within “Foreign currency translation and transaction gains (losses)” in the consolidated statement of operations and comprehensive income.

  

The amounts set forth in the tables above include investments in debt instruments and money market funds (which are included in cash equivalents). Those securities and deposits are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market.

 

 

 
12

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

The following table presents the amounts of gain (loss) recognized in the consolidated statements of operations and comprehensive income on derivative instruments not designated as hedges:

 

       

Amount of recognized gain (loss)

 

Derivatives not designated as

 

Location of recognized gain 

 

Three Months Ended March 31,

 
hedging instruments   (loss)  

2016

   

2015

 
                     

Call options on natural gas price

 

Foreign currency translation and transaction losses

    518        

Call and put options on oil price

 

Foreign currency translation and transaction losses

    (643 )      

Swap transactions on natural gas price

 

Electricity revenue

          317  

Currency forward contracts

 

Foreign currency translation and transaction gains (losses)

    1,814       (1,251 )
        $ 1,689     $ (934 )

  

 

 On March 6, 2014, the Company entered into an Natural Gas Index (“NGI”) swap contract with a bank for notional quantity of approximately 2.2 million British Thermal Units (“MMbtu”) for settlement effective January 1, 2015 until March 31, 2015, in order to reduce its exposure to fluctuations in natural gas prices to below $4.95 per MMbtu under its power purchase agreements (“PPAs”) with Southern California Edison. The contract did not have any up-front costs. Under the terms of this contract, the Company made floating rate payments to the bank and receive fixed rate payments from the bank on each settlement date. The swap contract had monthly settlements whereby the difference between the fixed price of $4.95 per MMbtu and the market price on the first commodity business day on which the relevant commodity reference price is published in the relevant calculation period (January 1, 2015 to March 1, 2015) was settled on a cash basis.

 

On February 2, 2016, the Company entered into Henry Hub Natural Gas Future contracts under which it has written a number of call options covering a notional quantity of approximately 4.1 MMbtu with exercise prices of $2 and expiration dates effective February 24, 2016 until December 27, 2016 in order to reduce its exposure to fluctuations in natural gas prices under its PPAs with Southern California Edison. The Company received an aggregate premium of approximately $1.9 million from these call options. The call option contracts have monthly expiration dates at which the options can be called and the Company would have to settle its liability on a cash basis.

 

On February 24, 2016, the Company entered into Brent Oil Future contracts under which it has written a number of call options covering a notional quantity of approximately 185,000 barrels (“BBL”) of Brent with exercise prices of $32.75 to $35.5 and expiration dates effective March 24, 2016 until December 22, 2016 in order to reduce its exposure to fluctuations in Brent prices under its PPA with HELCO. The Company received an aggregate premium of approximately $1.1 million from these call options. The call option contracts have monthly expiration dates whereby the options can be called and the Company would have to settle its liability on a cash basis. Moreover, during March 2016, the Company rolled 2 existing call options covering a total notional quantity of 31,800 BBL of Brent in order to limit its exposure to $41.0 to $42.5 instead of $33.0 to $33.5. In addition, the Company entered into Short Risk Reversal transactions (sell call and buy put options) by rolling existing call options covering notional quantities of 16,500 BBL and 17,000 BBL in order to limit its exposure from the outstanding call options originally entered into in February, 2016 to a range of $28.5 to $37.5 and $28.0 to $38.5, respectively. The net cost from the additional transactions in March 2016 was $0.3 million.

 

The foregoing futures and swaps transactions were not designated as hedge transactions and are marked to market with the corresponding gains or losses recognized within “Foreign currency translation and transaction gains (losses)” and “Electricity revenues” in the consolidated statements of operations and comprehensive income, respectively. The Company recognized a net loss from these transactions of $0.1 million in the three months ended March 31, 2016 under foreign currency translation and transaction gains (losses), compared to a net gain of $0.3 million in the three months ended March 31, 2015 under Electricity revenues.

 

 

 
13

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 during the three months ended March 31, 2016.

 

The fair value of the Company’s long-term debt approximates its carrying amount, except for the following:

 

   

Fair Value

   

Carrying Amount

 
   

March 31,

2016

   

December 31,

2015

   

March 31,

2016

   

December 31,

2015

 
   

(Dollars in millions)

   

(Dollars in millions)

 

Olkaria III Loan - DEG

  $ 24.5     $ 24.2     $ 23.7     $ 23.7  

Olkaria III Loan - OPIC

    262.7       262.6       260.1       264.6  

Amatitlan Loan

    40.7       41.7       39.4       40.3  

Senior Secured Notes:

                               

Ormat Funding Corp. ("OFC")

    29.8       30.0       30.0       30.0  

OrCal Geothermal Inc. ("OrCal")

    44.8       43.8       43.3       43.3  

OFC 2 LLC ("OFC 2")

    231.9       231.1       257.4       262.0  

Senior Unsecured Bonds

    259.1       264.5       250.0       250.0  

 

The fair value of OFC Senior Secured Notes is determined using observable market prices as these securities are traded. The fair value of all the other long-term debt is determined by a valuation model, which is based on a conventional discounted cash flow methodology and utilizes assumptions of current borrowing rates. The fair value of revolving lines of credit is determined using a comparison of market-based price sources that are reflective of similar credit ratings to those of the Company.

 

The carrying value of other financial instruments, such as revolving lines of credit, deposits, and other long-term debt approximates fair value.

 

The following table presents the fair value of financial instruments as of March 31, 2016:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 
   

(Dollars in millions)

 

Olkaria III - DEG

  $     $     $ 24.5     $ 24.5  

Olkaria III - OPIC

                262.7       262.7  

Amatitlan loan

          40.7             40.7  

Senior Secured Notes:

                               

OFC

          29.8             32.0  

OrCal

                44.8       44.8  

OFC 2

                231.9       231.9  

Senior unsecured bonds

                259.1       259.1  

Other long-term debt

          5.0             5.0  

Revolving credit lines with banks

          9.0             9.0  

Deposits

    16.0                   16.0  

 

 

 
14

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

The following table presents the fair value of financial instruments as of December 31, 2015:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 
   

(Dollars in millions)

 

Olkaria III Loan - DEG

  $     $     $ 24.2     $ 24.2  

Olkaria III Loan - OPIC

                262.6       262.6  

Amatitlan Loan

          41.7             41.7  

Senior Secured Notes:

                               

OFC

          30.0             31.6  

OrCal

                43.8       43.8  

OFC 2

                231.1       231.1  

Senior unsecured bonds

                264.5       264.5  

Other long-term debt

          6.7             6.7  

Deposits

    15.9                   15.9  

  

NOTE 6 — STOCK-BASED COMPENSATION

  

The 2004 Incentive Compensation Plan

 

In 2004, the Company’s Board of Directors (the “Board”) 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 (“SARs”), 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 3,750,000 shares of the Company’s common stock were reserved for issuance, all of which could be issued as options or as other forms of awards. Options and SARs 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 date. Vested stock-based awards may be exercised for up to ten years from the grant date. The shares of common stock will be issued from the Company’s authorized share capital upon exercise of options or SARs. The 2004 Incentive Plan expired in May 2012 upon adoption of the 2012 Incentive Compensation Plan (“2012 Incentive Plan”), except as to share based awards outstanding under the 2004 Incentive Plan on that date.

 

The 2012 Incentive Compensation Plan

 

In May 2012, the Company’s shareholders adopted the 2012 Incentive Plan, which provides for the grant of the following types of awards: incentive stock options, non-qualified stock options, restricted stock, SARs, 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 2012 Incentive Plan, a total of 4,000,000 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 and SARs granted to employees under the 2012 Incentive Plan typically vest and become exercisable as follows: 25% vest 24 months after the grant date, an additional 25% vest 36 months after the grant date, and the remaining 50% vest 48 months after the grant date. Options granted to non-employee directors under the 2012 Incentive Plan will vest and become exercisable one year after the grant date. The term of stock-based awards typically ranges from six to ten years from the grant date. The shares of common stock will be issued from the Company’s authorized share capital upon exercise of options or SARs.

 

The 2012 Incentive Plan empowers the Board, in its discretion, to amend the 2012 Incentive Plan in certain respects. Consistent with this authority, in February 2014 the Board adopted and approved certain amendments to the 2012 Incentive Plan. The key amendments are as follows:

 

●     Increase of per grant limit: Section 15(a) of the 2012 Incentive Plan was amended to allow the grant of up to 400,000 shares of the Company’s common stock with respect to the initial grant of an equity award to newly hired executive officers in any calendar year; and

 

●     Acceleration of vesting: Section 15(l) of the 2012 Incentive Plan was amended to clarify the Company’s ability to provide in the applicable award agreement that part and/or all of the award will be accelerated upon the occurrence of certain predetermined events and/or conditions, such as a "change in control" (as defined in the 2012 Incentive Plan, as amended).

 

 

 
15

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

    

NOTE 7 — INTEREST EXPENSE, NET

 

The components of interest expense are as follows:

 

   

Three Months Ended March 31,

 
   

2016

   

2015

 
                 

Interest related to sale of tax benefits

  $ 858     $ 1,880  

Interest expense

    15,625       16,895  

Less — amount capitalized

    (460 )     (947 )
                 
    $ 16,023     $ 17,828  

   

NOTE 8 — EARNINGS PER SHARE

 

Basic earnings per share attributable to the Company’s stockholders is computed by dividing net income or loss attributable to the Company’s stockholders by the weighted average number of shares of common stock outstanding for the period. The Company does not have any equity instruments that are dilutive, except for employee stock-based awards.

 

The table below shows the reconciliation of the number of shares used in the computation of basic and diluted earnings per share:

 

   

Three Months Ended March 31,

 
   

2016

   

2015

 
                 

Weighted average number of shares used in computation of basic earnings per share

    49,173       47,244  

Add:

               

Additional shares from the assumed exercise of employee stock options

    609       835  
                 

Weighted average number of shares used in computation of diluted earnings per share

    49,782       48,079  

 

The number of stock-based awards that could potentially dilute future earnings per share and that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive was 177,978 and 1,037,612 for the three months ended March 31, 2016 and 2015, respectively.

 

 

 
16

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

NOTE 9 — BUSINESS SEGMENTS

 

The Company has two reporting segments: the Electricity segment and the Product segment. These 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 from the Company’s power plants pursuant to PPAs. The Product 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 are determined based 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:

 

   

Electricity

   

Product

   

Consolidated

 
   

(Dollars in thousands)

 

Three Months Ended March 31, 2016:

                       

Net revenues from external customers

  $ 107,868     $ 43,726     $ 151,594  

Intersegment revenues

          1,941       1,941  

Operating income

    34,785       15,758       50,543  

Segment assets at period end

    2,048,471       211,663       2,260,134  
                         

Three Months Ended March 31, 2015:

                       

Net revenues from external customers

  $ 89,953     $ 30,278     $ 120,231  

Intersegment revenues

          19,757       19,757  

Operating income

    23,954       5,897       29,851  

Segment assets at period end

    1,981,813       201,520       2,183,333  

  

Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table:

 

   

Three Months Ended March 31,

 
   

2016

   

2015

 
                 

Revenue:

               

Total segment revenue

  $ 151,594     $ 120,231  

Intersegment revenue

    1,941       19,757  

Elimination of intersegment revenue

    (1,941 )     (19,757 )
                 

Total consolidated revenue

  $ 151,594     $ 120,231  
                 

Operating income:

               

Operating income

  $ 50,543     $ 29,851  

Interest income

    320       9  

Interest expense, net

    (16,023 )     (17,828 )

Foreign currency translation and transaction gains (losses)

    1,962       (1,366 )

Income attributable to sale of tax benefits

    4,398       5,552  

Other non-operating income (expense), net

    191       283  

Total consolidated income before income taxes and equity in income of investees

  $ 41,391     $ 16,501  

 

 

 
17

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

   

NOTE 10 — COMMITMENTS AND CONTINGENCIES

 

 

Jon Olson and Hilary Wilt, together with Puna Pono Alliance, an unincorporated association, filed a complaint on February 17, 2015 in the Third Circuit Court for the State of Hawaii, requesting declaratory and injunctive relief requiring that PGV comply with an ordinance that the plaintiffs allege will prohibit Puna Geothermal Venture (“PGV”) from engaging in night drilling operations at its KS-16 well site. On May 17, 2015, the original complaint was amended to add the county of Hawaii and the State of Hawaii Department of Land and Natural Resources as defendants to the case. PGV believes that the allegations have no merit, and will continue to defend itself vigorously.

 

 

On July 8, 2014, Global Community Monitor, LiUNA, and two residents of Bishop, California filed a complaint in the U.S. District Court for the Eastern District of California, alleging that Mammoth Pacific, L.P., the Company and Ormat Nevada are operating three geothermal generating plants in Mammoth Lakes, California (MP-1, MP-II and PLES-I) in violation of the federal Clean Air Act and Great Basin Unified Air Pollution Control District rules. On June 26, 2015, in response to a motion by the defendants, the court dismissed all but one of the plantiffs’ causes of action. On October 14, 2015, the court denied the defendants’ motion to dismiss the plaintiffs’ sole remaining claim. Discovery has commenced. The Company believes that the allegations of the lawsuit have no merit, and will continue to defend itself vigorously.

 

 

On April 5, 2012, the International Brotherhood of Electrical Workers Local 1260 (“Union”) filed a petition with the NLRB seeking to organize the operations and maintenance employees at the Puna project.  PGV lost the union election by a slim margin in May 2012.  The election results and the NLRB’s decision to require PGV to negotiate with the Union were appealed to the U.S. Court of Appeals for the Ninth Circuit, but were remanded back to the NLRB after the Supreme Court of the U.S.’ decision in NLRB v. Noel Canning, 573 U.S., 134 S.Ct. 2550 (2014). On November 26, 2014, the NLRB found that certification of the Union should be issued. In January 2015, the parties submitted a briefing to the NLRB as to whether summary judgment was appropriate.  On June 26, 2015, the Board rejected PGV's arguments and ordered PGV to recognize the Union. On June 30, 2015, PGV appealed the NLRB decision to the U.S. Court of Appeals for the DC Circuit. The NLRB has put on hold its December 8, 2015 request for a hearing to bring unfair labor practice allegations before an administrative law judge in view of ongoing settlement discussions. A global settlement was reached in principle in February 2016, which includes a Union disclaimer of interest and the withdrawal of letters from the Union to the NRLB as well as signed individual settlement agreements, which are immaterial.

 

 

In January 2014, Ormat learned that two former employees filed a “qui tam” complaint seeking damages, penalties and other relief of approximately $375 million, alleging that the Company and certain of its subsidiaries (collectively, the “Ormat Parties”) submitted fraudulent applications and certifications to obtain grants for the Puna and North Brawley projects. The U.S. Department of Justice declined to intervene. The complaint is pending before the U.S. District Court for the District of Nevada. On July 7, 2015, the Court issued a protective order stipulating limitations against the qui tam relators for the benefit of the Ormat Parties to ensure the protection of confidentiality for sensitive Ormat Parties’ documents. On March 30, 2016, the Court denied the defendants’ motion for summary judgment that was filed on December 15, 2015. On April 1, 2016, the Magistrate rejected the plaintiffs’ allegation that defendants waived the attorney-client privilege for protected documents. The complaint is in the discovery and depositions stage, which is presently anticipated to be completed December 31, 2016. The Ormat parties believe that they have valid defenses under the law and will continue to defend themselves vigorously.

 

 

On August 14, 2015, a former local sales representative in Chile, Aquavant, S.A., filed a preliminary motion with the 18th Civil Court of Santiago, requesting the production of documents relating to the Company’s activities in Chile. The motion alleges, based on the theory of unjust enrichment, that the Ormat Parties should pay agency fees in an unstated amount to the plaintiffs in connection with the EPC contract entered into with Enel Green Power and/or Empresa Nacional del Petroleo, and/or other activities in Chile. The preliminary motion was denied by the 18th Civil Court. Plaintiffs refiled the motion in substantially similar form before the 11th Civil Court of Appeals in Santiago. The 11th Civil Court granted the motion, and has issued an order for Ormat to produce certain documents. Defendants subsequently filed a motion to dismiss the document production order, which was denied on October 6, 2015. The Ormat Parties believe that they have valid defenses under law should the plaintiff decide to pursue this suit further.

 

 

On May 21, 2014, Elko County in Nevada appealed to the Supreme Court of Nevada the Nevada Govenor’s Office of Energy’s award of an energy tax abatement to ORNI 42 LLC for our Tuscarora power plant. Lander County, Nevada similarly appealed the Office of Energy’s award of an energy tax abatement to ORNI 39 LLC for our McGinness power plant. Both of the appeals request that the Court overturn the Governor’s decision and deny, retroactively and going forward, the tax abatement benefits for the full 20 year period which are for McGinness valued at approximately $18.6 million and for Tuscarora, $6.2 million, of which only a small portion was utilized as of March 31, 2016. The Ormat parties believe that they have valid defenses under the law and will continue to defend themselves vigorously.

 

In addition, from time to time, the Company is named as a party to various other lawsuits, claims and other legal and regulatory proceedings that arise in the ordinary course of our business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damage, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to such lawsuits, claims and proceedings, the Company accrues reserves when a loss is probable and the amount of such loss can be reasonably estimated. It is the opinion of the Company’s management that the outcome of these proceedings, individually and collectively, will not be material to the Company’s consolidated financial statements as a whole.

 

 

 
18

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

  

NOTE 11 — INCOME TAXES

 

The Company’s effective tax rate for the three months ended March 31, 2016 and 2015 was 22.97% and 33.1%, respectively. The effective tax rate differs from the federal statutory rate of 35% for the three months ended March 31, 2016 due to: (i) a full valuation allowance against the Company’s U.S. deferred tax assets in respect of NOL carryforwards and unutilized tax credits (see below), (ii) lower tax rates in Israel; and (iii) a tax credit and tax exemption related to the Company’s subsidiaries in Guatemala. The effect of the tax credit and tax exemption for the three months ended March 31, 2016 and 2015 was $1,100,000 and $1,146,000, respectively.

 

At December 31, 2015, the Company had U.S. federal NOL carryforwards of approximately $261 million and state NOL carryforwards of approximately $191 million, with a full valuation allowance available to reduce future taxable income, which expire between 2022 and 2034 for federal NOLs and between 2016 and 2034 for state NOLs. The Company’s investment tax credits (“ITCs”) in the amount of $1.3 million at December 31, 2015 are available for a 20-year period and expire between 2022 and 2024. Production tax credits (“PTCs”) in the amount of $70.8 million at December 31, 2015 are available for a 20-year period and expire between 2026 and 2036.

 

Realization of the deferred tax assets and tax credits is dependent on generating sufficient taxable income in appropriate jurisdictions prior to expiration of the NOL carryforwards and tax credits. Based upon available evidence of the Company's ability to generate additional taxable income in the future and historical losses in prior years, a full valuation allowance is recorded against the U.S. deferred tax assets, as it is more likely than not that the deferred tax assets will not be utilized.

 

The total amount of undistributed earnings of foreign subsidiaries for income tax purposes was approximately $233.8 million at December 31, 2015. 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.

 

The Company believes that based on its plans to increase operations outside of the U.S., the cash generated from the Company’s operations outside of the U.S. will be reinvested outside of the U.S. and, accordingly, we do not currently plan to repatriate the funds we have designated as being permanently invested outside of the U.S. If we change our plans, we may be required to accrue and pay U.S. taxes to repatriate these funds.

 

The Company is subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Significant judgment is required in evaluating tax positions and determining the position for income taxes. Reserves are established to tax-related uncertainties based on estimates of whether, and the extent to which additional taxes will be due. As of March 31, 2016, the Company is unaware of any potentially significant uncertain tax positions for which a reserve has not been established.

 

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

 

   

Three Months Ended March 31,

 
   

2016

   

2015