Consolidated Financial Statements as of December 31, 2019 and 2018 and for Each of the Three Years in the Period Ended December 31, 2019:
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Ormat Technologies, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of operations and comprehensive income (loss), of equity and cash flows of Ormat Technologies, Inc. and its subsidiaries (the “Company”) for the year ended December 31, 2017, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
March 16, 2018, except for the effects of the restatement and revision discussed in Note 1 (not presented herein) to the consolidated financial statements appearing under Item 8 of the Company’s 2017 annual report on Form 10-K/A, as to which the date is June 19, 2018, and except for the effects of the retrospective adjustments as a result of adoption of accounting policies and changes in segments as discussed in Note 1(a) (not presented herein) to the consolidated financial statements appearing under Item 8 of the Company’s 2018 annual report on Form 10-K, as to which the date is March 1, 2019.
We served as the Company's auditor from 1988 to 2018.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
ASSETS
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
71,173
|
|
|
$
|
98,802
|
|
Restricted cash and cash equivalents (primarily related to VIEs)
|
|
|
81,937
|
|
|
|
78,693
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Trade (primarily related to VIEs)
|
|
|
154,525
|
|
|
|
137,581
|
|
Other
|
|
|
22,048
|
|
|
|
19,393
|
|
Inventories
|
|
|
34,949
|
|
|
|
45,024
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
|
38,365
|
|
|
|
42,130
|
|
Prepaid expenses and other
|
|
|
12,667
|
|
|
|
51,441
|
|
Total current assets
|
|
|
415,664
|
|
|
|
473,064
|
|
Investment in unconsolidated companies
|
|
|
81,140
|
|
|
|
71,983
|
|
Deposits and other
|
|
|
38,284
|
|
|
|
18,209
|
|
Deferred income taxes
|
|
|
129,510
|
|
|
|
113,760
|
|
Property, plant and equipment, net ($1,880,547 and $1,859,228 related to VIEs, respectively)
|
|
|
1,971,415
|
|
|
|
1,959,578
|
|
Construction-in-process ($149,830 and $104,085 related to VIEs, respectively)
|
|
|
376,555
|
|
|
|
261,690
|
|
Operating leases right of use ($4,688 related to VIEs)
|
|
|
17,405
|
|
|
|
—
|
|
Finance leases right of use ($8,479 related to VIEs)
|
|
|
14,161
|
|
|
|
—
|
|
Deferred financing and lease costs, net
|
|
|
—
|
|
|
|
3,242
|
|
Intangible assets, net
|
|
|
186,220
|
|
|
|
199,874
|
|
Goodwill
|
|
|
20,140
|
|
|
|
19,950
|
|
Total assets
|
|
$
|
3,250,494
|
|
|
$
|
3,121,350
|
|
LIABILITIES AND EQUITY
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
141,857
|
|
|
$
|
116,362
|
|
Short term revolving credit lines with banks (full recourse)
|
|
|
40,550
|
|
|
|
159,000
|
|
Commercial paper
|
|
|
50,000
|
|
|
|
—
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
|
2,755
|
|
|
|
18,402
|
|
Current portion of long-term debt:
|
|
|
|
|
|
|
|
|
Limited and non-recourse (primarily related to VIEs):
|
|
|
|
|
|
|
|
|
Senior secured notes
|
|
|
24,473
|
|
|
|
33,493
|
|
Other loans
|
|
|
34,458
|
|
|
|
29,687
|
|
Full recourse
|
|
|
76,572
|
|
|
|
5,000
|
|
Operating lease liabilities
|
|
|
2,743
|
|
|
|
—
|
|
Finance lease liabilities
|
|
|
3,068
|
|
|
|
—
|
|
Total current liabilities
|
|
|
376,476
|
|
|
|
361,944
|
|
Long-term debt, net of current portion:
|
|
|
|
|
|
|
|
|
Limited and non-recourse (primarily related to VIEs):
|
|
|
|
|
|
|
|
|
Senior secured notes (less deferred financing costs of $6,317 and $7,434, respectively)
|
|
|
339,336
|
|
|
|
375,337
|
|
Other loans (less deferred financing costs of $10,482 and $9,354, respectively)
|
|
|
317,395
|
|
|
|
320,242
|
|
Full recourse:
|
|
|
|
|
|
|
|
|
Senior unsecured bonds (less deferred financing costs of $675 and $758, respectively)
|
|
|
286,453
|
|
|
|
303,575
|
|
Other loans (less deferred financing costs of $1,519 and $921, respectively)
|
|
|
68,747
|
|
|
|
41,579
|
|
Operating lease liabilities
|
|
|
14,008
|
|
|
|
—
|
|
Finance lease liabilities
|
|
|
11,209
|
|
|
|
—
|
|
Liability associated with sale of tax benefits
|
|
|
123,468
|
|
|
|
69,893
|
|
Deferred lease income
|
|
|
1,201
|
|
|
|
48,433
|
|
Deferred income taxes
|
|
|
97,126
|
|
|
|
61,323
|
|
Liability for unrecognized tax benefits
|
|
|
14,643
|
|
|
|
11,769
|
|
Liabilities for severance pay
|
|
|
18,751
|
|
|
|
17,994
|
|
Asset retirement obligation
|
|
|
50,183
|
|
|
|
39,475
|
|
Other long-term liabilities
|
|
|
6,838
|
|
|
|
16,087
|
|
Total liabilities
|
|
$
|
1,725,834
|
|
|
$
|
1,667,651
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 22)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interest
|
|
|
9,250
|
|
|
|
8,603
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
The Company's stockholders' equity:
|
|
|
|
|
|
|
|
|
Common stock, par value $0.001 per share; 200,000,000 shares authorized; 51,031,652 and 50,699,781 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively
|
|
|
51
|
|
|
|
51
|
|
Additional paid-in capital
|
|
|
913,150
|
|
|
|
901,363
|
|
Retained earnings
|
|
|
487,873
|
|
|
|
422,222
|
|
Accumulated other comprehensive loss
|
|
|
(8,654
|
)
|
|
|
(3,799
|
)
|
Total stockholders' equity attributable to Company's stockholders
|
|
|
1,392,420
|
|
|
|
1,319,837
|
|
Noncontrolling interest
|
|
|
122,990
|
|
|
|
125,259
|
|
Total equity
|
|
|
1,515,410
|
|
|
|
1,445,096
|
|
Total liabilities, redeemable noncontrolling interest and equity
|
|
$
|
3,250,494
|
|
|
$
|
3,121,350
|
|
The accompanying notes are an integral part of the consolidated financial statements.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands, except per share data)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
$
|
540,333
|
|
|
$
|
509,879
|
|
|
$
|
465,593
|
|
Product
|
|
|
191,009
|
|
|
|
201,743
|
|
|
|
224,483
|
|
Energy storage and management services
|
|
|
14,702
|
|
|
|
7,645
|
|
|
|
2,736
|
|
Total revenues
|
|
|
746,044
|
|
|
|
719,267
|
|
|
|
692,812
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
312,835
|
|
|
|
298,255
|
|
|
|
266,840
|
|
Product
|
|
|
145,974
|
|
|
|
140,697
|
|
|
|
152,094
|
|
Energy storage and management services
|
|
|
17,912
|
|
|
|
9,880
|
|
|
|
5,426
|
|
Total cost of revenues
|
|
|
476,721
|
|
|
|
448,832
|
|
|
|
424,360
|
|
Gross profit
|
|
|
269,323
|
|
|
|
270,435
|
|
|
|
268,452
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
4,647
|
|
|
|
4,183
|
|
|
|
3,157
|
|
Selling and marketing expenses
|
|
|
15,047
|
|
|
|
19,802
|
|
|
|
15,600
|
|
General and administrative expenses
|
|
|
55,833
|
|
|
|
47,750
|
|
|
|
42,881
|
|
Impairment charge
|
|
|
—
|
|
|
|
13,464
|
|
|
|
—
|
|
Write-off of unsuccessful exploration activities
|
|
|
—
|
|
|
|
126
|
|
|
|
1,796
|
|
Operating income
|
|
|
193,796
|
|
|
|
185,110
|
|
|
|
205,018
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
1,515
|
|
|
|
974
|
|
|
|
988
|
|
Interest expense, net
|
|
|
(80,384
|
)
|
|
|
(70,924
|
)
|
|
|
(54,142
|
)
|
Derivatives and foreign currency transaction gains (losses)
|
|
|
624
|
|
|
|
(4,761
|
)
|
|
|
2,654
|
|
Income attributable to sale of tax benefits
|
|
|
20,872
|
|
|
|
19,003
|
|
|
|
17,878
|
|
Other non-operating income (expense), net
|
|
|
880
|
|
|
|
7,779
|
|
|
|
(1,666
|
)
|
Income from operations before income tax and equity in earnings (losses) of investees
|
|
|
137,303
|
|
|
|
137,181
|
|
|
|
170,730
|
|
Income tax (provision) benefit
|
|
|
(45,613
|
)
|
|
|
(34,733
|
)
|
|
|
(21,664
|
)
|
Equity in earnings (losses) of investees, net
|
|
|
1,853
|
|
|
|
7,663
|
|
|
|
(1,957
|
)
|
Net income
|
|
|
93,543
|
|
|
|
110,111
|
|
|
|
147,109
|
|
Net income attributable to noncontrolling interest
|
|
|
(5,448
|
)
|
|
|
(12,145
|
)
|
|
|
(14,695
|
)
|
Net income attributable to the Company's stockholders
|
|
$
|
88,095
|
|
|
$
|
97,966
|
|
|
$
|
132,414
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
93,543
|
|
|
|
110,111
|
|
|
|
147,109
|
|
Other comprehensive income (loss), net of related taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in foreign currency translation adjustments
|
|
|
(1,810
|
)
|
|
|
(1,831
|
)
|
|
|
3,440
|
|
Change in unrealized gains or losses in respect of the Company's share in derivatives instruments of unconsolidated investment
|
|
|
(3,417
|
)
|
|
|
2,235
|
|
|
|
804
|
|
Change in respect of derivative instruments designated for cash flow hedge
|
|
|
75
|
|
|
|
81
|
|
|
|
135
|
|
Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge
|
|
|
(31
|
)
|
|
|
(57
|
)
|
|
|
(73
|
)
|
Comprehensive income
|
|
|
88,360
|
|
|
|
110,539
|
|
|
|
151,415
|
|
Comprehensive income attributable to noncontrolling interest
|
|
|
(5,120
|
)
|
|
|
(11,666
|
)
|
|
|
(15,532
|
)
|
Comprehensive income attributable to the Company's stockholders
|
|
$
|
83,240
|
|
|
$
|
98,873
|
|
|
$
|
135,883
|
|
Earnings per share attributable to the Company's stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1.73
|
|
|
$
|
1.93
|
|
|
$
|
2.64
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1.72
|
|
|
$
|
1.92
|
|
|
$
|
2.61
|
|
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
50,867
|
|
|
|
50,643
|
|
|
|
50,110
|
|
Diluted
|
|
|
51,227
|
|
|
|
50,969
|
|
|
|
50,769
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
|
|
The Company's Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Earnings
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
(Accumulated
|
|
|
Comprehensive
|
|
|
|
|
|
|
Noncontrolling
|
|
|
Total
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit)
|
|
|
Income (Loss)
|
|
|
Total
|
|
|
Interest
|
|
|
Equity
|
|
|
|
(Dollars in thousands, except per share data)
|
|
Balance at January 1, 2017
|
|
|
49,667
|
|
|
$
|
50
|
|
|
$
|
869,463
|
|
|
$
|
215,352
|
|
|
$
|
(8,175
|
)
|
|
$
|
1,076,690
|
|
|
$
|
91,582
|
|
|
$
|
1,168,272
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
8,760
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,760
|
|
|
|
—
|
|
|
|
8,760
|
|
Exercise of options by employees and directors
|
|
|
942
|
|
|
|
1
|
|
|
|
16,111
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16,112
|
|
|
|
—
|
|
|
|
16,112
|
|
Cash paid to noncontrolling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(21,313
|
)
|
|
|
(21,313
|
)
|
Cash dividend declared, $0.41 per share
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(20,511
|
)
|
|
|
—
|
|
|
|
(20,511
|
)
|
|
|
—
|
|
|
|
(20,511
|
)
|
Buyout of Class B membership in ORTP
|
|
|
—
|
|
|
|
—
|
|
|
|
2,913
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,913
|
|
|
|
(6,964
|
)
|
|
|
(4,051
|
)
|
Buyout of Class B membership in OPC
|
|
|
—
|
|
|
|
—
|
|
|
|
(8,469
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(8,469
|
)
|
|
|
6,537
|
|
|
|
(1,932
|
)
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
132,414
|
|
|
|
—
|
|
|
|
132,414
|
|
|
|
13,643
|
|
|
|
146,057
|
|
Other comprehensive income (loss), net of related taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,603
|
|
|
|
2,603
|
|
|
|
837
|
|
|
|
3,440
|
|
Change in respect of derivative instruments designated for cash flow hedge
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
135
|
|
|
|
135
|
|
|
|
—
|
|
|
|
135
|
|
Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
804
|
|
|
|
804
|
|
|
|
—
|
|
|
|
804
|
|
Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge (net of related tax of $46)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(73
|
)
|
|
|
(73
|
)
|
|
|
—
|
|
|
|
(73
|
)
|
Balance at December 31, 2017
|
|
|
50,609
|
|
|
|
51
|
|
|
|
888,778
|
|
|
|
327,255
|
|
|
|
(4,706
|
)
|
|
|
1,211,378
|
|
|
|
84,322
|
|
|
|
1,295,700
|
|
Cumulative effect of changes in accounting principles
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23,835
|
|
|
|
—
|
|
|
|
23,835
|
|
|
|
—
|
|
|
|
23,835
|
|
Adjusted balance as of the beginning of the year
|
|
|
50,609
|
|
|
|
51
|
|
|
|
888,778
|
|
|
|
351,090
|
|
|
|
(4,706
|
)
|
|
|
1,235,213
|
|
|
|
84,322
|
|
|
|
1,319,535
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
10,218
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,218
|
|
|
|
—
|
|
|
|
10,218
|
|
Exercise of options by employees and directors
|
|
|
91
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Cash paid to noncontrolling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(10,972
|
)
|
|
|
(10,972
|
)
|
Cash dividend declared, $0.53 per share
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(26,834
|
)
|
|
|
—
|
|
|
|
(26,834
|
)
|
|
|
—
|
|
|
|
(26,834
|
)
|
Increase in noncontrolling interest in Guadeloupe
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,339
|
|
|
|
5,339
|
|
Tax effect of partnership interest buyout
|
|
|
—
|
|
|
|
—
|
|
|
|
2,367
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,367
|
|
|
|
—
|
|
|
|
2,367
|
|
Increase in noncontrolling interest related to the Tungsten transaction
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
996
|
|
|
|
996
|
|
Purchase of U.S. Geothermal
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
34,898
|
|
|
|
34,898
|
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
97,966
|
|
|
|
—
|
|
|
|
97,966
|
|
|
|
11,155
|
|
|
|
109,121
|
|
Other comprehensive income (loss), net of related taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,352
|
)
|
|
|
(1,352
|
)
|
|
|
(479
|
)
|
|
|
(1,831
|
)
|
Change in respect of derivative instruments designated for cash flow hedge (net of related tax of $24)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
81
|
|
|
|
81
|
|
|
|
—
|
|
|
|
81
|
|
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)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,235
|
|
|
|
2,235
|
|
|
|
—
|
|
|
|
2,235
|
|
Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge (net of related tax of $18)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(57
|
)
|
|
|
(57
|
)
|
|
|
—
|
|
|
|
(57
|
)
|
Balance at December 31, 2018
|
|
|
50,700
|
|
|
|
51
|
|
|
|
901,363
|
|
|
|
422,222
|
|
|
|
(3,799
|
)
|
|
|
1,319,837
|
|
|
|
125,259
|
|
|
|
1,445,096
|
|
Cumulative effect of changes in accounting principles
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(58
|
)
|
|
|
—
|
|
|
|
(58
|
)
|
|
|
—
|
|
|
|
(58
|
)
|
Adjusted balance as of the beginning of the year
|
|
|
50,700
|
|
|
|
51
|
|
|
|
901,363
|
|
|
|
422,164
|
|
|
|
(3,799
|
)
|
|
|
1,319,779
|
|
|
|
125,259
|
|
|
|
1,445,038
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
9,358
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9,358
|
|
|
|
—
|
|
|
|
9,358
|
|
Exercise of stock-based awards by employees and directors
|
|
|
332
|
|
|
|
—
|
|
|
|
2,429
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,429
|
|
|
|
—
|
|
|
|
2,429
|
|
Cash paid to noncontrolling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(8,329
|
)
|
|
|
(8,329
|
)
|
Cash dividend declared, $0.44 per share
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(22,386
|
)
|
|
|
—
|
|
|
|
(22,386
|
)
|
|
|
—
|
|
|
|
(22,386
|
)
|
Increase in noncontrolling interest in McGinness Hills 3
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,072
|
|
|
|
2,072
|
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
88,095
|
|
|
|
—
|
|
|
|
88,095
|
|
|
|
4,316
|
|
|
|
92,411
|
|
Other comprehensive income (loss), net of related taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,482
|
)
|
|
|
(1,482
|
)
|
|
|
(328
|
)
|
|
|
(1,810
|
)
|
Change in respect of derivative instruments designated for cash flow hedge
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
75
|
|
|
|
75
|
|
|
|
—
|
|
|
|
75
|
|
Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,417
|
)
|
|
|
(3,417
|
)
|
|
|
—
|
|
|
|
(3,417
|
)
|
Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(31
|
)
|
|
|
(31
|
)
|
|
|
—
|
|
|
|
(31
|
)
|
Balance at December 31, 2019
|
|
|
51,032
|
|
|
|
51
|
|
|
|
913,150
|
|
|
|
487,873
|
|
|
|
(8,654
|
)
|
|
|
1,392,420
|
|
|
|
122,990
|
|
|
|
1,515,410
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
93,543
|
|
|
$
|
110,111
|
|
|
$
|
147,109
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
148,761
|
|
|
|
132,233
|
|
|
|
115,146
|
|
Accretion of asset retirement obligation
|
|
|
2,709
|
|
|
|
2,474
|
|
|
|
1,874
|
|
Stock-based compensation
|
|
|
9,358
|
|
|
|
10,218
|
|
|
|
8,760
|
|
Amortization of deferred lease income
|
|
|
(2,685
|
)
|
|
|
(2,685
|
)
|
|
|
(2,685
|
)
|
Income attributable to sale of tax benefits, net of interest expense
|
|
|
(10,084
|
)
|
|
|
(8,609
|
)
|
|
|
(11,956
|
)
|
Equity in losses (earnings) of investees, net
|
|
|
(1,853
|
)
|
|
|
(7,663
|
)
|
|
|
1,957
|
|
Mark-to-market of derivative instruments
|
|
|
(1,402
|
)
|
|
|
2,032
|
|
|
|
(1,473
|
)
|
Write-off of unsuccessful exploration activities
|
|
|
—
|
|
|
|
126
|
|
|
|
1,796
|
|
Impairment charge
|
|
|
—
|
|
|
|
13,464
|
|
|
|
—
|
|
Loss (gain) on severance pay fund asset
|
|
|
(1,016
|
)
|
|
|
1,186
|
|
|
|
(1,746
|
)
|
Deferred income tax provision
|
|
|
27,896
|
|
|
|
19,360
|
|
|
|
(41,147
|
)
|
Liability for unrecognized tax benefits
|
|
|
2,874
|
|
|
|
2,879
|
|
|
|
3,270
|
|
Deferred lease revenues
|
|
|
(574
|
)
|
|
|
(402
|
)
|
|
|
(356
|
)
|
Gain from insurance recoveries
|
|
|
—
|
|
|
|
(4,463
|
)
|
|
|
—
|
|
Other
|
|
|
914
|
|
|
|
100
|
|
|
|
737
|
|
Changes in operating assets and liabilities, net of businesses acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(15,133
|
)
|
|
|
(29,928
|
)
|
|
|
(24,040
|
)
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
|
3,765
|
|
|
|
(1,185
|
)
|
|
|
11,253
|
|
Inventories
|
|
|
5,500
|
|
|
|
(9,318
|
)
|
|
|
(1,070
|
)
|
Prepaid expenses and other
|
|
|
3,452
|
|
|
|
(11,172
|
)
|
|
|
208
|
|
Change in operating lease right of use asset
|
|
|
8,167
|
|
|
|
—
|
|
|
|
—
|
|
Deposits and other
|
|
|
(22,525
|
)
|
|
|
18
|
|
|
|
(2,570
|
)
|
Accounts payable and accrued expenses
|
|
|
8,738
|
|
|
|
(56,724
|
)
|
|
|
51,641
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
|
(15,647
|
)
|
|
|
(1,839
|
)
|
|
|
(11,389
|
)
|
Liabilities for severance pay
|
|
|
757
|
|
|
|
(3,147
|
)
|
|
|
2,541
|
|
Change in operating lease liabilities
|
|
|
(8,405
|
)
|
|
|
—
|
|
|
|
—
|
|
Other liabilities, net
|
|
|
(617
|
)
|
|
|
(11,244
|
)
|
|
|
(2,285
|
)
|
Net cash provided by operating activities
|
|
|
236,493
|
|
|
|
145,822
|
|
|
|
245,575
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(279,986
|
)
|
|
|
(258,521
|
)
|
|
|
(259,234
|
)
|
Cash received from insurance recoveries
|
|
|
35,435
|
|
|
|
10,427
|
|
|
|
—
|
|
Investment in unconsolidated companies
|
|
|
(10,674
|
)
|
|
|
(3,800
|
)
|
|
|
(46,318
|
)
|
Buyout of Class B membership in ORTP
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,400
|
)
|
Buyout of Class B membership in OPC
|
|
|
—
|
|
|
|
2,367
|
|
|
|
(1,932
|
)
|
Cash paid for acquisition of controlling interest in a subsidiary, net of cash acquired
|
|
|
—
|
|
|
|
(95,093
|
)
|
|
|
(35,300
|
)
|
Intangible assets acquired
|
|
|
—
|
|
|
|
—
|
|
|
|
(868
|
)
|
Decrease (increase) in severance pay fund asset, net of payments made to retired employees
|
|
|
687
|
|
|
|
2,186
|
|
|
|
526
|
|
Net cash used in investing activities
|
|
|
(254,538
|
)
|
|
|
(342,434
|
)
|
|
|
(345,526
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of membership interests to noncontrolling interest, net of transaction costs
|
|
|
—
|
|
|
|
3,174
|
|
|
|
—
|
|
Proceeds from long-term loans, net of transaction costs
|
|
|
132,847
|
|
|
|
214,700
|
|
|
|
—
|
|
Proceeds from exercise of options by employees
|
|
|
2,429
|
|
|
|
—
|
|
|
|
16,111
|
|
Proceeds from the sale of limited liability company interest, net of transaction costs
|
|
|
58,289
|
|
|
|
32,175
|
|
|
|
—
|
|
Prepayment of long-term debt
|
|
|
(21,073
|
)
|
|
|
—
|
|
|
|
(14,270
|
)
|
Proceeds from issuance of commercial paper
|
|
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
Proceeds from revolving credit lines with banks
|
|
|
1,450,850
|
|
|
|
4,097,000
|
|
|
|
1,097,500
|
|
Repayment of revolving credit lines with banks
|
|
|
(1,569,300
|
)
|
|
|
(3,989,500
|
)
|
|
|
(1,046,000
|
)
|
Cash received from noncontrolling interest
|
|
|
3,346
|
|
|
|
4,134
|
|
|
|
2,017
|
|
Cash paid for achievement of production threshold in GB
|
|
|
—
|
|
|
|
—
|
|
|
|
(8,032
|
)
|
Repayments of long-term debt
|
|
|
(72,708
|
)
|
|
|
(62,774
|
)
|
|
|
(66,223
|
)
|
Cash paid to noncontrolling interest
|
|
|
(9,730
|
)
|
|
|
(13,106
|
)
|
|
|
(21,313
|
)
|
Payments under finance lease obligations
|
|
|
(3,164
|
)
|
|
|
(2,551
|
)
|
|
|
(1,871
|
)
|
Deferred debt issuance costs
|
|
|
(5,165
|
)
|
|
|
(5,287
|
)
|
|
|
(5,290
|
)
|
Cash dividends paid
|
|
|
(22,386
|
)
|
|
|
(26,834
|
)
|
|
|
(20,511
|
)
|
Net cash provided by (used in) financing activities
|
|
|
(5,765
|
)
|
|
|
251,131
|
|
|
|
(67,882
|
)
|
Effect of exchange rate changes
|
|
|
(575
|
)
|
|
|
(660
|
)
|
|
|
—
|
|
Net change in cash and cash equivalents and restricted cash and cash equivalents
|
|
|
(24,385
|
)
|
|
|
53,859
|
|
|
|
(167,833
|
)
|
Restricted cash and cash equivalents acquired in a business combination
|
|
|
—
|
|
|
|
26,993
|
|
|
|
—
|
|
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period
|
|
|
177,495
|
|
|
|
96,643
|
|
|
|
264,476
|
|
Cash and cash equivalents and restricted cash and cash equivalents at end of period
|
|
$
|
153,110
|
|
|
$
|
177,495
|
|
|
$
|
96,643
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest, net of interest capitalized
|
|
$
|
61,628
|
|
|
$
|
53,864
|
|
|
$
|
40,484
|
|
Income taxes, net
|
|
$
|
1,649
|
|
|
$
|
18,028
|
|
|
$
|
21,878
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in accounts payable related to purchases of property, plant and equipment
|
|
$
|
9,423
|
|
|
$
|
(6,878
|
)
|
|
$
|
4,484
|
|
Right of use assets obtained in exchange for new lease liabilities
|
|
$
|
11,626
|
|
|
$
|
8,584
|
|
|
$
|
—
|
|
Increase in asset retirement cost and asset retirement obligation
|
|
$
|
8,334
|
|
|
$
|
881
|
|
|
$
|
1,888
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Business
The Company is primarily engaged in the geothermal and recovered energy business, including the supply of equipment that is manufactured by the Company and the design and construction of power plants for projects owned by the Company or for third parties. The Company owns and operates geothermal and recovered energy-based power plants in various countries, including the United States, Kenya, Guatemala, Guadeloupe and Honduras. The Company’s equipment manufacturing operations are located in Israel. Additionally, the Company provides energy storage, demand response and energy management related services as well as services relating to the engineering, procurement, construction, operation and maintenance of energy storage units.
Most of the Company’s domestic power plant facilities are Qualifying Facilities under the PURPA. The Power Purchase Agreements ("PPAs") for certain of such facilities are dependent upon their maintaining Qualifying Facility status. Management believes that all of the facilities located in the United States were in compliance with Qualifying Facility status requirements as of December 31, 2019.
Cash dividends
During the years ended December 31, 2019, 2018 and 2017, the Company’s Board of Directors (the “Board”) declared, approved, and authorized the payment of cash dividends in the aggregate amount of $22.4 million ($0.44 per share), $26.8 million ($0.53 per share), and $20.5 million ($0.44 per share), respectively. Such dividends were paid in the years declared.
Rounding
Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest $1,000, unless otherwise indicated.
Basis of presentation
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and of all majority-owned subsidiaries in which the Company exercises control over operating and financial policies, and variable interest entities in which the Company has an interest and is the primary beneficiary. Intercompany accounts and transactions have been eliminated in consolidation.
Investments in less-than-majority-owned entities or other entities in which the Company exercises significant influence over operating and financial policies are accounted for using the equity method of accounting or consolidated if they are a variable interest entity in which the Company has an interest and is the primary beneficiary. Under the equity method, original investments are recorded at cost and adjusted by the Company’s share of undistributed earnings or losses of such companies. The Company’s earnings or losses in investments accounted for under the equity method have been reflected as “equity in earnings (losses) of investees, net” on the Company’s consolidated statements of operations and comprehensive income (loss).
Cash and cash equivalents
The Company considers all highly liquid instruments, with an original maturity of three months or less, to be cash equivalents.
Restricted cash, cash equivalents, and marketable securities
Under the terms of certain long-term debt agreements, the Company is required to maintain certain debt service reserves, cash collateral and operating fund accounts that have been classified as restricted cash and cash equivalents. Funds that will be used to satisfy obligations due during the next 12 months are classified as current restricted cash and cash equivalents, with the remainder classified as non-current restricted cash and cash equivalents. Such amounts were invested primarily in money market accounts and commercial paper with a minimum investment grade of “A”.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reconciliation of cash and cash equivalents and restricted cash and cash equivalents
The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported on the balance sheet that sum to the total of the same amounts shown on the statement of cash flows:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
Cash and cash equivalents
|
|
$
|
71,173
|
|
|
$
|
98,802
|
|
|
$
|
47,818
|
|
Restricted cash and cash equivalents
|
|
|
81,937
|
|
|
|
78,693
|
|
|
|
48,825
|
|
Total cash and cash equivalents and restricted cash and cash equivalents
|
|
$
|
153,110
|
|
|
$
|
177,495
|
|
|
$
|
96,643
|
|
Concentration of credit risk
Financial instruments which potentially subject the Company to 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 U.S. and in foreign countries. At December 31, 2019 and 2018, the Company had deposits totaling $12.9 million and $31.3 million, respectively, in ten United States financial institutions that were federally insured up to $250,000 per account. At December 31, 2019 and 2018, the Company’s deposits in foreign countries of approximately $84.8 million and $93.9 million, respectively, were not insured.
At December 31, 2019 and 2018, accounts receivable related to operations in foreign countries amounted to approximately $118.8 million and $102.0 million, respectively. At December 31, 2019 and 2018, accounts receivable from the Company’s major customers (see Note 19) amounted to approximately 58% and 56%, respectively, of the Company’s accounts receivable.
The Company has historically been able to collect substantially all of its receivable balances. As of December 31, 2019, the amount overdue from KPLC in Kenya was $40.7 million of which $24.2 million was paid in January and February of 2020. These amounts represent an average of 70 days overdue, an increase of 10 days from September 30, 2019. In Honduras, the Company has been able to collect its current charges from Empresa Nacional de Energía Eléctrica (“ENEE”) starting in May 2019, however, as of December 31, 2019, the amount overdue relating to the period from October 2018 to April 2019 was $20.1 million, none of which has been paid to date. Due to obligations of the Honduran government to support the Company, the Company believes it will be able to collect all past due amounts.
Additionally, Pacific Gas and Electric Corporation (“PG&E Corporation”) and its subsidiary Pacific Gas and Electric Company (“PG&E”), which accounted for 1.5%, 1.9% and 2.0% of the Company's total revenues for the years ended December 31, 2019, 2018 and 2017, respectively, are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. As a result, on January 29, 2019, PG&E Corporation and its subsidiary, PG&E, voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company is closely monitoring its PG&E balance to ensure cash receipts are received on a timely basis each month. As of December 31, 2019, the outstanding balance relates to the current December 2019 invoices which were paid in January 2020.
Inventories
Inventories consist primarily of raw material parts and sub-assemblies for power units and are stated at the lower of cost or net realizable value, using the weighted-average cost method. Inventories are reduced by a provision for slow-moving and obsolete inventories. This provision was not material at December 31, 2019 and 2018.
Deposits and other
Deposits and other consist primarily of performance bonds for construction projects, long-term insurance contract and receivables, certain deferred costs and derivative instruments.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property, plant and equipment, net
Property, plant and equipment are stated at cost. All costs associated with the acquisition, development and construction of power plants operated by the Company are capitalized. Major improvements are capitalized and repairs and maintenance (including major maintenance) costs are expensed. Power plants operated by the Company, which include geothermal wells and exploration and resource development costs, are depreciated using the straight-line method over their estimated useful lives, which range from 15 to 30 years. The other assets are depreciated using the straight-line method over the following estimated useful lives of the assets:
Buildings (in years)
|
|
|
25
|
|
Leasehold improvements (in years)
|
|
15
|
-
|
20
|
Machinery and equipment — manufacturing and drilling (in years)
|
|
|
10
|
|
Machinery and equipment — computers (in years)
|
|
3
|
-
|
5
|
Office equipment — furniture and fixtures (in years)
|
|
5
|
-
|
15
|
Office equipment — other (in years)
|
|
5
|
-
|
10
|
Vehicles (in years)
|
|
5
|
-
|
7
|
The cost and accumulated depreciation of items sold or retired are removed from the accounts. Any resulting gain or loss is recognized currently and recorded in the accompanying statements of operations.
The Company capitalizes interest costs as part of constructing power plant facilities. Such capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. Capitalized interest costs amounted to $3.3 million, $3.7 million, and $7.2 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Exploration and development costs
The Company capitalizes costs incurred in connection with the exploration and development of geothermal resources once it acquires land rights to the potential geothermal resource. Prior to acquiring land rights, the Company makes an initial assessment that an economically feasible geothermal reservoir is probable on that land. The Company determines the economic feasibility of potential geothermal resources internally, with all available data and external assessments vetted through the exploration department and occasionally using outside service providers. Costs associated with the initial assessment are expensed and included in cost of electricity revenues in the consolidated statements of operations and comprehensive income (loss). Such costs were immaterial during the years ended December 31, 2019, 2018 and 2017. It normally takes two to three years from the time active exploration of a particular geothermal resource begins to the time a production well is in operation, assuming the resource is commercially viable. However, in certain sites the process may take longer due to permitting delays, transmission constraints or any other commercial milestones that are required to be reached in order to pursue the development process.
In most cases, the Company obtains the right to conduct the geothermal development and operations on land owned by the Bureau of Land Management ("BLM"), various states or with private parties. The up-front bonus payments and other related costs, such as legal fees, are capitalized and included in construction-in-process. The annual land lease payments made during the exploration, development and construction phase are expensed as incurred and included in “electricity cost of revenues” in the consolidated statements of operations and comprehensive income (loss). Upon commencement of power generation on the leased land, the Company begins to pay the lessor’s long-term royalty payments based on the utilization of the geothermal resources as defined in the respective agreements. Such payments are expensed when the related revenues are earned and included in “electricity cost of revenues” in the consolidated statements of operations and comprehensive income (loss).
Following the acquisition of land rights to the potential geothermal resource, the Company conducts further studies and surveys, including water and soil analyses, among others, and augments its database with the results of these studies. The Company then initiates a suite of geophysical surveys to assess the resource and determine drilling locations. If the results of these activities support the initial assessment of the feasibility of the geothermal resource, the Company then proceeds to exploratory drilling and other related activities which may include drilling of temperature gradient holes, drilling of slim holes, building access roads to drilling locations, drilling full size production and/or injection wells and flow tests. If the slim hole supports a conclusion that the geothermal resource will support a commercially viable power plant, it may be converted to a full-size commercial well, used either for extraction or re-injection of geothermal fluids, or be used as an observation well to monitor and define the geothermal resource. Costs associated with these activities and other directly attributable costs, including interest once physical exploration activities begin and permitting costs are capitalized and included in “construction-in-process”. If the Company concludes that a geothermal resource will not support commercial operations, capitalized costs are expensed in the period such determination is made.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
When deciding whether to continue holding lease rights and/or to pursue exploration activity, the Company diligently prioritizes prospective investments, taking into account resource and probability assessments in order to make informed decisions about whether a particular project will support commercial operation. As a result, write-off of unsuccessful activities for the years ended December 31, 2019, 2018 and 2017 was $0.0 million, $0.1 million, and $1.8 million, respectively. In 2017, the write-offs included exploration costs related to the Company’s exploration activities in Oregon, after which the Company determined that the applicable sites would no longer support commercial operation.
Grants received from the U.S. DOE are offset against the related exploration and development costs. There were no such grants for the years ended December 31, 2019, 2018 and 2017.
All exploration and development costs that are being capitalized, including the up-front bonus payments made to secure land leases, will be depreciated over their estimated useful lives when the related geothermal power plant is substantially complete and ready for use. A geothermal power plant is substantially complete and ready for use when electricity generation commences.
Asset retirement obligation
The Company records the fair value of a legal liability for an asset retirement obligation in the period in which it is incurred. The Company’s legal liabilities include plugging wells and post-closure costs of power producing sites. When a new liability for asset retirement obligations is recorded, the Company capitalizes the costs of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. The Company periodically reassess the assumptions used to estimate the expected cash flows required to settle the asset retirement obligation, including changes in estimated probabilities, amounts, and timing of the settlement of the asset retirement obligation, as well as changes in the legal requirements of an obligation and revises the previously recorded asset retirement obligation accordingly. At retirement, the obligation is settled for its recorded amount at a gain or loss.
Deferred financing costs
Deferred financing costs are presented as a direct deduction from the carrying value of the associated debt liability or under deferred financing if associated with lines of credit. Such deferred costs are amortized over the term of the related obligation using the effective interest method or ratably, as applicable. Amortization of deferred financing costs is presented as interest expense in the consolidated statements of operations and comprehensive income (loss). Accumulated amortization related to deferred financing costs amounted to $19.5 million and $21.8 million at December 31, 2019 and 2018, respectively. Amortization expense for the years ended December 31, 2019, 2018 and 2017 amounted to $5.4 million, $4.6 million, and $5.7 million, respectively. During the years ended December 31, 2019, 2018 and 2017, amounts of $0.0 million, $0.0 million and $0.6 million, respectively, were written-off as a result of extinguishment of liabilities.
Goodwill
Goodwill represents the excess of the fair value of consideration transferred in the business combination transactions of Guadeloupe and USG over the fair value of tangible and intangible assets acquired, net of the fair value of liabilities assumed and the fair value of any noncontrolling interest in the acquisitions. Goodwill is not amortized but rather subject to a periodic impairment testing on an annual basis (on December 31 of each year) or if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Additionally, an entity is permitted to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. An entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the quantitative goodwill impairment test. This would not preclude the entity from performing the qualitative assessment in any subsequent period. The first step compares the fair value of the reporting unit to its carrying value, including goodwill. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which was adopted by the Company in 2018, under which step two of the goodwill impairment test was eliminated. Step two measured a goodwill impairment test by comparing the implied fair value of reporting unit’s goodwill with the carrying amount of that goodwill. Under ASU 2017-04, Intangibles – Goodwill and Other, an entity should recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value as calculated under step one described above. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. For further information relating to goodwill see Note 9 - Intangible assets and goodwill to the consolidated financial statements.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Intangible assets
Intangible assets consist of allocated acquisition costs of PPAs, which are amortized using the straight-line method over the 13 to 29-year terms of the agreements (see Note 9) as well as acquisition cost allocation related to Viridity’s storage activities that are amortized over a weighted average amortization period of 19 years. Intangible assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. In case there is no such events or change in circumstances, there is no need to perform the impairment testing. The recoverability is tested by comparing the net carrying value of the intangible assets to the undiscounted net cash flows to be generated from the use and eventual disposition of these assets. If the carrying amount of a long-lived asset (or asset group) is not recoverable, the fair value of the asset (asset group) is measured and if the carrying amount exceeds the fair value, an impairment loss is recognized.
Impairment of long-lived assets and long-lived assets to be disposed of
The Company evaluates long-lived assets, such as property, plant and equipment and construction-in-process for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors which could trigger an impairment include, among others, significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of assets or its overall business strategy, negative industry or economic trends, a determination that an exploration project will not support commercial operations, a determination that a suspended project is not likely to be completed, a significant increase in costs necessary to complete a project, legal factors relating to its business or when it concludes that it is more likely than not that an asset will be disposed of or sold.
The Company tests its operating plants that are operated together as a complex for impairment at the complex level because the cash flows of such plants result from significant shared operating activities. For example, the operating power plants in a complex are managed under a combined operation management generally with one central control room that controls all of the power plants in a complex and one maintenance group that services all of the power plants in a complex. As a result, the cash flows from individual plants within a complex are not largely independent of the cash flows of other plants within the complex. The Company tests for impairment its operating plants which are not operated as a complex as well as its projects under exploration, development or construction that are not part of an existing complex at the plant or project level. To the extent an operating plant becomes part of a complex, the Company will test for impairment at the complex level.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. The significant assumptions that the Company uses in estimating its undiscounted future cash flows include: (i) projected generating capacity of the complex or power plant and rates to be received under the respective PPAs and expected market rates thereafter and (ii) projected operating expenses of the relevant complex or power plant. Estimates of future cash flows used to test recoverability of a long-lived asset under development also include cash flows associated with all future expenditures necessary to develop the asset.
If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Management believes that no impairment exists for long-lived assets; however, estimates as to the recoverability of such assets may change based on revised circumstances. If actual cash flows differ significantly from the Company’s current estimates, a material impairment charge may be required in the future.
Derivative instruments
Derivative instruments (including certain derivative instruments embedded in other contracts) are measured at their fair value and recorded as either assets or liabilities unless exempted from derivative treatment as a normal purchase and sale. All changes in the fair value of derivatives are recognized in earnings unless specific hedge criteria are met, which requires a company to formally document, designate and assess the effectiveness of transactions that receive hedge accounting.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company maintains a risk management strategy that may incorporate the use of swap contracts and put options on oil and natural gas prices, forward exchange contracts, interest rate swaps, and interest rate caps to minimize significant fluctuation in cash flows and/or earnings that are caused by oil and natural gas prices, exchange rate or interest rate volatility. Gains or losses on contracts that initially qualify for cash flow hedge accounting, net of related taxes, are included as a component of other comprehensive income or loss and accumulated other comprehensive income or loss are subsequently reclassified into earnings when the hedged forecasted transaction affects earnings. Gains or losses on contracts that are not designated as a cash flow hedge are included currently in earnings.
Foreign currency translation
The U.S. dollar is the functional currency for all of the Company’s consolidated operations and those of its equity affiliates except for the Guadeloupe power plant and the Company's operations in New Zealand. For those entities, all gains and losses from currency translations are included within the line item “Derivatives and foreign currency transaction gains (losses)” within the consolidated statements of operations and comprehensive income (loss). The Euro and New Zealand Dollar are the functional currencies of the Guadeloupe power plant and the Company's operations in New Zealand, respectively, and thus gains and losses from currency translation adjustments in those locations are included as currency translation adjustments in accumulated other comprehensive income in the consolidated statements of equity and in comprehensive income. The accumulated currency translation adjustments amounted to $1.5 million and $0.0 million as of December 31, 2019 and 2018, respectively.
Comprehensive income (loss) reporting
Comprehensive income (loss) includes net income or loss plus other comprehensive income (loss), which for the Company consists of changes in unrealized gains or losses in respect of the Company’s share in derivatives instruments of an unconsolidated investment, foreign currency translation adjustments and changes in respect of derivative instruments designated as a cash flow hedge. The changes in foreign currency translation adjustments and gains or losses in respect of derivative instruments designated as a cash flow hedge during the years ended December 31, 2019, 2018 and 2017 were immaterial. The change in the Company’s share in derivative instruments of unconsolidated investment is disclosed under Note 5 – Investment in unconsolidated companies to the consolidated financial statements.
Revenues and cost of revenues
Upon adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) on January 1, 2018, revenues from contracts with customers are recognized 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, the Company 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 obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
Revenues are primarily related to: (i) sale of electricity from geothermal and recovered energy-based power plants owned and operated by the Company; (ii) geothermal and recovered energy-based power plant equipment engineering, sale, construction and installation, and operating services and (iii) energy storage, demand-response and energy management related services as well as services relating to the engineering, procurement, construction, operation and maintenance of energy storage units.
Electricity segment revenues: Revenues related to the sale of electricity from geothermal and recovered energy-based power plants and capacity payments are recorded based upon output delivered and capacity provided at rates specified under relevant contract terms. For PPAs agreed to, modified, or acquired in business combinations on or after July 1, 2003, the Company determines whether such PPAs contain a lease element requiring lease accounting. Revenue from such PPAs are accounted for in electricity revenues. The lease element of the PPAs is also assessed in accordance with the revenue arrangements with multiple deliverables guidance, which requires that revenues be allocated to the separate earnings processes based on their relative fair value. PPAs with minimum lease rentals which vary over time are generally recognized on the straight-line basis over the term of the PPAs. PPAs with contingent rentals are recognized when earned. In the Electricity segment, revenues for all but five power plants are accounted as operating leases, and therefore equipment related to geothermal and recovered energy generation power plants as described in Note 8 is considered held for leasing. For power plants in the scope of ASC 606, the Company identified electricity as a separate performance obligation. Performance obligations identified were evaluated and determined to be satisfied over time and qualified for the invoicing practical expedient since the invoiced amounts reasonably represented the value to customers of performance obligations fulfilled to date. The transaction price is determined based on the price per actual mega-watt output or available capacity as agreed to in the respective PPA. Customers are generally billed on a monthly basis and payment is typically due within 30 to 60 days after the issuance of the invoice.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Product segment revenues: Revenues from engineering, operating services, and parts and product sales are recorded upon providing the service or delivery of the products and parts and when collectability is reasonably assured. Revenues from the supply and/or construction of geothermal and recovered energy-based power plant equipment and other equipment to third parties are recognized over time since control is transferred continuously to the Company's customers. The majority of the Company's contracts include a single performance obligation which is essentially the promise to transfer the individual goods or services that are not separately identifiable from other promises in the contracts and therefore deemed as not distinct. Performance obligations are satisfied over-time if the customer receives the benefits as we perform work, if the customer controls the asset as it is being constructed, or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment. In the Company's Product segment, revenues are spread over a period of one to two years and are recognized over time based on the cost incurred to date in ratio to total estimated costs which represents the input method that best depicts the transfer of control over the performance obligation to the customer. Costs include direct material, labor, and indirect costs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.
In contracts for which the Company determines that control is not transferred continuously to the customer, the Company recognizes revenues at the point in time when the customer obtains control of the asset. Revenues for such contracts are recorded upon delivery and acceptance by the customer. This generally is the case for the sale of spare parts, generators or similar products.
Accounting for product contracts that are satisfied over time includes use of several estimates such as variable consideration related to bonuses and penalties and total estimated cost for completing the contract. The estimated amount of variable consideration will be included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. These estimates are based on historical experience, anticipated performance and the Company's best judgment at the time.
The nature of the Company's product contracts give rise to several modifications or change requests by its customers. Substantially all of the modifications are treated as cumulative catch-ups to revenues since the additional goods are not distinct from those already provided. The Company includes the additional revenues related to the modifications in its transaction price when both parties to the contract approved the modification. As a significant change in one or more of these estimates could affect the profitability of the Company's contracts, the Company reviews and updates its contract-related estimates regularly. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes the total loss in the period in which it is identified.
Energy Storage and Management Services segment revenues: Battery energy storage systems as a service, demand-response and energy management related services revenues are recorded based on energy management of load curtailment capacity delivered or service provided at rates specified under the relevant contract terms. The Company determined that such revenues are in the scope of ASC 606 and identified energy management services as a separate performance obligation. Performance obligations are satisfied once the Company provides verification to the electric power grid operator or utility of its ability to meet the committed capacity, the power curtailment requirements or the ancillary services and thus entitled to cash proceeds. Such verification may be provided by the Company bi-weekly, monthly or under any other frequency as set by the related program and are typically followed by a payment shortly after. Performance obligations identified were evaluated and determined to be satisfied over time and qualified for the invoicing practical expedient since the amounts included in the verification document reasonably represent the value of performance obligations fulfilled to date. The transaction price is determined based on mechanisms specified in the contract with the customer.
The Company's accounting policy for revenues included under the 2017 comparative period were accounted under the previous accounting standard as follows:
Revenues related to the sale of electricity from geothermal and recovered energy-based power plants and capacity payments are recorded based upon output delivered and capacity provided at rates specified under relevant contract terms. For PPAs agreed to, modified, or acquired in business combinations on or after July 1, 2003, the Company determines whether such PPAs contain a lease element requiring lease accounting. Revenue from such PPAs are accounted for in electricity revenues. The lease element of the PPAs is also assessed in accordance with the revenue arrangements with multiple deliverables guidance, which requires that revenues be allocated to the separate earnings processes based on their relative fair value. PPAs with minimum lease rentals which vary over time are generally recognized on the straight-line basis over the term of the PPAs. PPAs with contingent rentals are recognized when earned. In the electricity segment, revenues for all but five power plants are accounted as operating leases, and therefore equipment related to geothermal and recovered energy generation power plants as described in Note 8 is considered held for leasing.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenues from engineering, operating services, and parts and product sales are recorded upon providing the service or delivery of the products and parts and when collectability is reasonably assured. Revenues from the supply and/or construction of geothermal and recovered energy-based power plant equipment and other equipment to third parties are recognized using the percentage-of-completion method. Revenue is recognized based on the percentage relationship that incurred costs bear to total estimated costs. Costs include direct material, labor, and indirect costs. Selling, marketing, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined.
In specific instances where there is a lack of dependable estimates or inherent risks that may cause the forecast to be doubtful, then the completed-contract method is followed. Revenue is recognized when the contract is substantially complete and when collectability is reasonably assured. Costs that are closely associated with the project are deferred as contract costs and recognized similarly to the associated revenues.
Contract assets related to the Company's Product segment reflect revenues recognized and performance obligations satisfied in advance of customer billing. Contract liabilities related to the Company's Product segment reflect payments received in advance of the satisfaction of performance under the contract. The Company receives payments from customers based on the terms established in the contracts. Total contract assets and contract liabilities as of December 31, 2019 and 2018 are as follows.
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Contract assets (*)
|
|
$
|
38,365
|
|
|
$
|
42,130
|
|
Contract liabilities (*)
|
|
|
(2,755
|
)
|
|
|
(18,402
|
)
|
Contract assets, net
|
|
$
|
35,610
|
|
|
$
|
23,728
|
|
(*) Contract assets and contract liabilities are presented as "Costs and estimated earnings in excess of billings on uncompleted contracts" and "Billings in excess of costs and estimated earnings on uncompleted contracts", respectively, on the consolidated balance sheets. The contract liabilities balance at the beginning of the year was fully recognized as product revenues during the years ended December 31, 2019 and 2018 as a result of performance obligations satisfied.
The following table presents the significant changes in the contract assets and contract liabilities for the years ended December 31, 2019 and 2018:
|
|
Years Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
Contract
assets
|
|
|
Contract
liabilities
|
|
|
Contract
assets
|
|
|
Contract
liabilities
|
|
|
|
(Dollars in thousands)
|
|
Recognition of contract liabilities as revenue as a result of performance obligations satisfied
|
|
$
|
—
|
|
|
$
|
12,675
|
|
|
$
|
—
|
|
|
$
|
33,349
|
|
Cash received in advance for which revenues have not yet recognized, net of expenditures made
|
|
|
—
|
|
|
|
(3,323
|
)
|
|
|
—
|
|
|
|
(38,162
|
)
|
Reduction of contract assets as a result of rights to consideration becoming unconditional
|
|
|
(130,918
|
)
|
|
|
—
|
|
|
|
(128,659
|
)
|
|
|
—
|
|
Contract assets recognized, net of recognized receivables
|
|
|
133,448
|
|
|
|
—
|
|
|
|
136,496
|
|
|
|
—
|
|
Net change in contract assets and contract liabilities
|
|
$
|
2,530
|
|
|
$
|
9,352
|
|
|
$
|
7,837
|
|
|
$
|
(4,813
|
)
|
The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets and contract liabilities on the consolidated balance sheet. In the Company's Products segment, amounts are billed as work progresses in accordance with agreed-upon contractual terms, or upon achievement of contractual milestones. Generally, billing occurs subsequent to the recognition of revenue, resulting in contract assets. However, the Company sometimes receives advances or deposits from its customers before revenue can be recognized, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. The timing of billing its customers and receiving advance payments vary from contract to contract. The majority of payments are received no later than the completion of the project and satisfaction of the Company's performance obligation.
On December 31, 2019, the Company had approximately $139.3 million of remaining performance obligations not yet satisfied or partly satisfied related to its Product segment. The Company expects to recognize approximately 100% of this amount as Product revenues during the next 24 months.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following schedule reconciles revenues accounted under lease accounting, and ASC 606, Revenues from Contracts with Customers, to total consolidated revenues for the years ended December 31, 2019 and 2018:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Electricity Revenues accounted under lease accounting
|
|
$
|
479,059
|
|
|
$
|
481,619
|
|
Electricity, Product and Energy Storage and Management Services revenues accounted under ASC 606
|
|
|
266,985
|
|
|
|
237,648
|
|
Total consolidated revenues
|
|
$
|
746,044
|
|
|
$
|
719,267
|
|
Disaggregated revenues from contracts with customers for the years ended December 31, 2019 and 2018 are disclosed under Note 19 - Business Segments, to the consolidated financial statements.
Termination fee
Fees to terminate PPAs are recognized in the period incurred as selling and marketing expenses. During 2018, the Company signed a termination agreement with NV Energy, Inc. for the Galena 2 PPA under which it agreed to pay a termination fee of approximately $5 million which was recorded under Selling and marketing expenses in 2018. In 2019 and 2017, no termination fees were incurred.
Warranty on products sold
The Company generally provides a one to two years warranty against defects in workmanship and materials related to the sale of products for electricity generation. The Company considers the warranty to be an assurance type warranty since the warranty provides the customer the assurance that the product complies with agreed-upon specifications. Estimated future warranty obligations are included in operating expenses in the period in which the related revenue is recognized. Such charges are immaterial for the years ended December 31, 2019, 2018 and 2017.
Research and development
Research and development costs incurred by the Company for the development of existing and new geothermal and recovered energy power plants as well as storage related technologies are expensed as incurred. Grants received from the DOE are offset against the related research and development expenses. There were no such grants for the years ended December 31, 2019, 2018 and 2017.
Stock-based compensation
The Company accounts for stock-based compensation using the fair value method whereby compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The Company uses the Exercise Multiple-Based Lattice SAR-Pricing Model to value the stock-based compensation awards to reflect accumulated historic data retained of behavioral parameters.
Tax monetization Transactions
The Company has three tax monetization transactions, Opal Geo, Tungsten and McGinness Hills 3 as further described under Note 13 – tax monetization transactions to the consolidated financial statements. The OPC and ORTP tax monetization transactions terminated during 2017 upon the Company’s partners reaching their target after-tax yield on their investment, as further described in Note 13. The purpose of these transactions is to form tax partnerships, whereby investors provide cash in exchange for equity interests that provide the holder a right to the majority of tax benefits associated with a renewable energy project. The Company accounts for a portion of the proceeds from the transaction as debt under ASC 470. Given that a portion of these transactions is structured as a purchase of an equity interest the Company also classifies a portion as noncontrolling interest consistent with guidance in ASC 810. The portion recorded to noncontrolling interest is initially measured as the fair value of the discounted tax attributes and cash distributions which represents the partner's residual economic interest. The residual proceeds are recognized as the initial carrying value of the debt which is classified as a liability associated with sale tax benefits. The Company applies the effective interest rate method to the liability associated with the tax monetization transaction component as described by ASC 835 and CON 7. The tax benefits and cash distributions realized by the partner each period are treated as the debt servicing amounts, with the tax benefit amounts giving rise to income attributable to the sale of tax benefits. The deferred transaction costs have been capitalized and amortized using the effective interest method.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income taxes
Income taxes are accounted for using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax assets and liabilities are based on provisions of the enacted tax law. The Company accounts for investment tax credits and production tax credits as a reduction to income taxes in the year in which the credit arises. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are more likely than not expected to be realized. A partial valuation allowance has been established to offset the Company’s U.S. deferred tax assets. Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Interest and penalties assessed by taxing authorities on an underpayment of income taxes are included as a component of income tax provision in the consolidated statements of operations and comprehensive income.
Earnings per share
Basic earnings per share attributable to the Company’s stockholders (“earnings per share”) 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 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:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(In thousands)
|
|
Weighted average number of shares used in computation of basic earnings per share
|
|
|
50,867
|
|
|
|
50,643
|
|
|
|
50,110
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional shares from the assumed exercise of employee stock options
|
|
|
360
|
|
|
|
326
|
|
|
|
659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in computation of diluted earnings per share
|
|
|
51,227
|
|
|
|
50,969
|
|
|
|
50,769
|
|
The number of stock-based awards that could potentially dilute future earnings per share and were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive was 360.5 thousand, 176.4 thousand, and 42.9 thousand, respectively, for the years ended December 31, 2019, 2018 and 2017.
Use of estimates in preparation of financial statements
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of such financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates with regard to the Company’s consolidated financial statements relate to the useful lives of property, plant and equipment, impairment of goodwill and long-lived assets, including intangible assets, revenue recognition of product sales using the percentage of completion method, asset retirement obligations, and the provision for income taxes.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Redeemable noncontrolling interest
Changes in the carrying amount of the Company's Redeemable noncontrolling interest were as follows:
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Redeemable noncontrolling interest as of January 1,
|
|
$
|
8,603
|
|
|
$
|
6,416
|
|
Redeemable noncontrolling interest in results of operation of a consolidated subsidiary
|
|
|
1,132
|
|
|
|
990
|
|
Cash paid to noncontrolling interest
|
|
|
(252
|
)
|
|
|
—
|
|
Increase in share of redeemable noncontrolling interest
|
|
|
—
|
|
|
|
1,528
|
|
Currency translation adjustments
|
|
|
(233
|
)
|
|
|
(331
|
)
|
Redeemable noncontrolling interest as of December 31,
|
|
$
|
9,250
|
|
|
$
|
8,603
|
|
Puna Power Plant
On May 3, 2018, the Kilauea volcano located in close proximity to the Company's Puna 38 MW geothermal power plant in the Puna district of Hawaii's Big Island erupted following a significant increase in seismic activity in the area. Before it stopped flowing, the lava covered the wellheads of three geothermal wells, monitoring wells and the substation of the Puna complex and an adjacent warehouse that stored a drilling rig that was also consumed by the lava. The insurance policy coverage for property and business interruption is provided by a consortium of insurers. All the insurers accepted and started paying for the costs to rebuild the destroyed substation, and during 2019, the Company received an additional $1.1 million of such proceeds. However, only some of the insurers accepted that the business interruption coverage started in May 2018 and during 2019, the Company received and recorded an additional $9.3 million of such proceeds, which were included under cost of revenues in the consolidated statements of operations and comprehensive income for the year ended December 31, 2019. The Company has filed a lawsuit against the insurers that do not accept its claim.
As of February 2020, the reconstruction efforts at Puna continue. Permits that are required for the construction and operation of the substation are delayed and currently expected during the first half of 2020. HELCO continue with their efforts to complete the upgrade of the transmission network. On the field side, the Company completed the drilling of one production well that was blocked immediately after flow test of the well. The Company continues its field recovery work, which includes redrilling of existing wells, cleanouts and drilling of new wells and expects initial power generation for testing during the second quarter of 2020. Commercial operation of the full generating capacity of the Puna power plant is expected in the third quarter of 2020 assuming all permits are received, transmission network upgrade is complete and field recovery is successfully achieved.
The Company continues to assess the accounting implications of this event on the assets and liabilities on its balance sheet and whether an impairment will be required. Any significant damage to the geothermal resource or continued shut-down following the lava event at the Puna facilities could have an adverse impact on the power plant's electricity generation and availability, which in turn could have a material adverse impact on the Company's business and results of operations.
New Accounting Pronouncements
New accounting pronouncements effective in the year ended December 31, 2019
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This new standard introduced a number of changes and simplified previous guidance, primarily the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new standard retained the distinction between finance leases and operating leases and the classification criteria between the two types remains substantially similar. Also, lessor accounting remained largely unchanged from previous guidance. However, key aspects of the new standard were aligned with the revenue recognition guidance in Topic 606. Additionally, the new standard defined a lease as a contract, or part of a contract, that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset 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 Company adopted this new standard as of January 1, 2019 using the modified retrospective approach and accordingly recognized a cumulative-effect adjustment to the opening balance of retained earnings, which was an immaterial amount, with no restatement of comparative information.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is a lessee in operating lease transactions primarily consisting of land leases for its exploration and development activities as further described under Exploration and development costs above and the Puna power plant transaction as further described under Note 12 to the consolidated financial statements. Additionally, the Company is a lessee in finance lease transactions primarily consisting of fleet vehicles and office rentals. As further described above under Revenues and cost of revenues, the Company acts as a lessor in PPAs that are accounted under ASC 842, Leases.
In accordance with the new standard, for agreements in which the Company is the lessee, the Company applies a unified accounting model by which it recognizes a right-of-use asset ("ROU") and a lease liability at the commencement date of the lease contract for all the leases in which the Company has a right to control identified assets for a specified period of time. The classification of the lease as a finance lease or an operating lease determines the subsequent accounting for the lease arrangement.
Upon the adoption of the new standard the Company, both as a lessee and as a lessor, chose to apply the following permitted practical expedients:
|
1.
|
Not reassess whether any existing contracts are or contain a lease;
|
|
2.
|
Not reassess the classification of leases that commenced before the effective date (for example, all existing leases that were classified as operating leases in accordance with Topic 840 will continue to be classified as operating leases, and all existing leases that were classified as capital leases in accordance with Topic 840 will continue to be classified as finance leases);
|
|
3.
|
Exclude initial direct costs from measurement of the ROU asset at the date of initial application;
|
|
4.
|
Applying the practical expedient (for a lessor) to not separate non-lease components accounted for under Topic 606 from lease components and, instead, to account for each separate lease component and the non-lease components associated with that lease component as a single component. If the non-lease components are the predominant components, the Company will account for the combined component as a single performance obligation entirely in accordance with Topic 606. Otherwise, the combined component will be accounted as an operating lease entirely in accordance with the new standard.
|
|
5.
|
Applying the practical expedient (for a lessee) regarding the recognition and measurement of short-term leases, for leases for a period of up to 12 months from the commencement date. Instead, the Company will continue to recognize the lease payments for those leases in profit or loss on a straight-line basis over the lease term.
|
Since the Company elected to apply the practical expedients above, it applied the new standard to all contracts entered into before January 1, 2019 and identified as leases in accordance with Topic 840.
The new significant accounting policies regarding leases that were applied as from January 1, 2019 following the application of the new standard are as follows:
|
1.
|
Determining whether an arrangement contains a lease
|
On the inception date of the lease, the Company determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
2.
|
The Company as a lessee
|
At the commencement date, a lease is a finance lease if it meets any one of the criteria below; otherwise the lease is an operating lease:
|
•
|
The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.
|
|
•
|
The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
|
|
•
|
The lease term is for the major part of the remaining economic life of the underlying asset.
|
|
•
|
The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset.
|
|
•
|
The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of lease term.
|
|
b.
|
Leased assets and lease liabilities - initial recognition
|
Upon initial recognition, the Company recognizes a liability at the present value of the lease payments to be made over the lease term, and concurrently recognizes a ROU asset at the same amount of the liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease. Since the interest rate implicit in the lease is not readily determinable, the incremental borrowing rate of the Company is used. The subsequent measurement depends of whether the lease is classified as a finance lease or an operating lease.
The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the Company will exercise the option.
|
d.
|
Subsequent measurement of operating leases
|
After lease commencement, the Company measures the lease liability at the present value of the remaining lease payments using the discount rate determined at lease commencement (as long as the discount rate has not been updated as a result of a reassessment event).
The Company subsequently measures the ROU asset at the present value of the remaining lease payments, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs.
Further, the Company will recognize lease expense on a straight-line basis over the lease term.
|
e.
|
Subsequent measurement of finance leases
|
After lease commencement, the Company measures the lease liability by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made during the period. The Company shall determine the interest on the lease liability in each period during the lease term as the amount that produces a constant periodic discount rate on the remaining balance of the liability, taking into consideration the reassessment requirements.
After lease commencement, the Company measures the ROU assets at cost less any accumulated amortization and any accumulated impairment losses, taking into consideration the reassessment requirements. The Company amortizes the ROU asset on a straight-line basis, unless another systematic basis better represents the pattern in which the Company expects to consume the ROU asset’s future economic benefits. The ROU asset is amortized over the shorter of the lease term or the useful life of the ROU asset as follows:
|
|
(in years)
|
|
Land
|
|
|
1
|
-
|
35
|
|
Vehicles
|
|
|
|
5
|
|
|
Building
|
|
|
|
15
|
|
|
The total periodic expense (the sum of interest and amortization expense) of a finance lease is typically higher in the early periods and lower in the later periods.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
f.
|
Variable lease payments:
|
Variable lease payments that depend on an index or a rate
On the commencement date, the lease payments shall include variable lease payments that depend on an index or a rate (such as the Consumer Price Index or a market interest rate), initially measured using the index or rate at the commencement date.
The Company does not remeasure the lease liability for changes in future lease payments arising from changes in an index or rate unless the lease liability is remeasured for another reason. Therefore, after initial recognition, such variable lease payments are recognized in profit or loss as they are incurred.
Other variable lease payments:
Variable payments that depends on performance or use of the underlying asset are not included in the lease payments. Such variable payments are recognized in profit or loss in the period in which the event or condition that triggers the payment occurs.
|
3.
|
The Company as a lessor
|
At lease commencement, the Company as a lessor classifies leases as either finance or operating leases. Finance leases are further classified as a sales-type lease or as a direct financing lease.
Under an operating lease, the Company recognizes the lease payment as income over the lease term, generally on a straight-line basis or as earned.
|
4.
|
Impact of the new standard
|
|
a)
|
The effects of the initial application of the new standard on the Company's consolidated balance sheet as of January 1, 2019 are as follows:
|
|
|
According to
the previous
accounting
policy
|
|
|
The change
|
|
|
As presented
according to
Topic 842
|
|
|
|
(Dollars in thousands)
|
|
As of January 1, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other
|
|
$
|
51,441
|
|
|
$
|
(35,385
|
)
|
|
$
|
16,056
|
|
Deferred financing and lease costs, net
|
|
|
3,242
|
|
|
|
(1,659
|
)
|
|
|
1,583
|
|
Property, plant and equipment, net
|
|
|
1,959,578
|
|
|
|
(12,855
|
)
|
|
|
1,946,723
|
|
Operating leases right of use
|
|
|
—
|
|
|
|
62,244
|
|
|
|
62,244
|
|
Finance leases right of use
|
|
|
—
|
|
|
|
13,476
|
|
|
|
13,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
116,362
|
|
|
|
(2,860
|
)
|
|
|
113,502
|
|
Current maturity of operating lease liabilities
|
|
|
—
|
|
|
|
7,532
|
|
|
|
7,532
|
|
Current maturity of finance lease liabilities
|
|
|
—
|
|
|
|
2,841
|
|
|
|
2,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
|
16,087
|
|
|
|
(9,970
|
)
|
|
|
6,117
|
|
Long term portion of operating lease liabilities
|
|
|
—
|
|
|
|
17,668
|
|
|
|
17,668
|
|
Long term portion of finance lease liabilities
|
|
|
—
|
|
|
|
10,668
|
|
|
|
10,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings
|
|
|
422,222
|
|
|
|
(58
|
)
|
|
|
422,164
|
|
The operating leases right of use is higher than the related lease liabilities as a result of prepayments of leases, including the Puna lease and deferred financing lease costs.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
b)
|
A weighted-average nominal incremental interest rate of 5% and 7% was used to discount future lease payments in the calculation of the lease liabilities in respect of operating leases and in respect of finance leases, respectively.
|
Derivatives and Hedging
In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities. The amendments in this update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220). The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The guidance is effective for the fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements.
New accounting pronouncements effective in future periods
Financial Instruments - Credit Losses
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. ASU 2018-19 clarifies that receivables from operating leases are accounted for using the lease guidance and not as financial instruments. The guidance is effective beginning on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has analyzed the impact of its financial instruments that are within the scope of this guidance, primarily receivables and costs and estimated earnings in excess of billings on uncompleted contracts, and believes that the cumulative adjustment to retained earnings will have an immaterial effect on its consolidated financial statements.
Accounting for Income Taxes
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019- 12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The standard is effective for annual periods beginning after December 15, 2020 and interim periods within. Early adoption permitted. The Company has not early adopted ASU 2019-12 as of December 31, 2019. The Company does not anticipate ASU 2019-12 will have a material impact on its consolidated financial statements.
NOTE 2 —BUSINESS ACQUISITIONS AND OTHERS
Ijen transaction
On July 2, 2019, the Company agreed to acquire 49% in the Ijen geothermal project company from a subsidiary of Medco Power (“Medco”), which is party to a Power Purchase Agreement and holds a geothermal license to develop the Ijen project in East Java in Indonesia for a total consideration of approximately $2.7 million. As part of the transaction, the Company committed to make additional funding for the exploration and development of the project, subject to specific conditions. During the fourth quarter of 2019, the Company made an additional cash investment of $7.4 million. Medco retains 51% ownership in the project company and the Company and Medco will develop the project jointly. The Company accounted for its investment in the Ijen geothermal project company under the equity method prescribed by ASC 323 - Investments - Equity Method and Joint Ventures.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
USG transaction
On April 24, 2018, the Company completed the acquisition of USG. The total cash consideration (exclusive of transaction expenses) was approximately $110 million, comprised of approximately $106 million funded from available cash of Ormat Nevada Inc. (to acquire the outstanding shares of common stock of USG) and approximately $4 million funded from available cash of USG (to cash-settle outstanding in-the-money options for common stock of USG). As a result of the acquisition, USG became an indirect wholly owned subsidiary of Ormat, and Ormat indirectly acquired, among other things, interests held by USG and its subsidiaries in:
• three operating power plants at Neal Hot Springs, Oregon; San Emidio, Nevada; and Raft River, Idaho with a total net generating capacity of approximately 38 MW; and
• development assets which include a project at the Geysers, California; a second phase project at San Emidio, Nevada; a greenfield project in Crescent Valley, Nevada; and the El Ceibillo project located near Guatemala City, Guatemala.
As a result of the acquisition, the Company expanded its overall generation capacity and improved the profitability of the purchased assets through cost reduction and synergies. The Company accounted for the transaction in accordance with Accounting Standard Codification ASC 805, Business Combinations and following the transaction, the Company consolidates USG, in accordance with Accounting Standard Codification ASC 810, Consolidation.
The following table summarizes the purchase price allocation to the fair value of the assets acquired and liabilities assumed (in millions):
Cash and cash equivalents and restricted cash
|
|
$
|
37.9
|
|
Property, plant and equipment and construction-in-process
|
|
|
77.3
|
|
Intangible assets (1)
|
|
|
127.0
|
|
Goodwill (2)
|
|
|
12.7
|
|
Deferred taxes
|
|
|
1.7
|
|
Total assets acquired
|
|
$
|
256.6
|
|
|
|
|
|
|
Other working capital
|
|
$
|
(8.2
|
)
|
Long-term term debt
|
|
|
(98.3
|
)
|
Asset retirement obligation
|
|
|
(9.0
|
)
|
Noncontrolling interest
|
|
|
(34.9
|
)
|
Total liabilities assumed
|
|
$
|
(150.4
|
)
|
|
|
|
|
|
Total assets acquired, and liabilities assumed, net
|
|
$
|
106.2
|
|
|
(1)
|
Intangible assets are primarily related to long-term electricity power purchase agreements and depreciated over an average of 19 years.
|
|
(2)
|
Goodwill is primarily related to the expected synergies in operations as a result of the purchase transaction. The goodwill is allocated to the Electricity segment and not deductible for tax purposes.
|
The fair value of the noncontrolling interest of $34.9 million reflects the 40% minority interests in the Neal Hot Springs project that was evaluated using the income approach. The fair value of the noncontrolling interest was based on the following significant inputs: (i) forecasted cash flows assumed to be generated in correspondence with the remaining life of the related power purchase agreement which is approximately 20 years; (ii) revenues were estimated in accordance with the price and generation capacity of the related power purchase agreement; (iii) assumed terminal value based on the realizable value of the project at the end of the power purchase agreement term; and (iv) assumed discount rate of approximately 9%.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Total Electricity revenues and operating profit related to the three USG power plants of approximately $21.4 million and $2.5 million, respectively, for the period started at the acquisition date to December 31, 2018 were included in the Company’s consolidated statements of operations and comprehensive income for the year ended December 31, 2018. The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2017:
|
|
Pro forma for the
|
|
|
Pro forma for the
|
|
|
|
year ended
December 31, 2018
|
|
|
year ended
December 31, 2017
|
|
|
|
(Dollars in thousands)
|
|
Electricity revenues
|
|
$
|
521,175
|
|
|
$
|
497,650
|
|
Total revenues
|
|
|
730,563
|
|
|
|
724,869
|
|
Income from continuing operations before income taxes and equity in losses of investees
|
|
|
134,142
|
|
|
|
169,546
|
|
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 was set 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 of December 31, 2018 the Company estimated that the second milestone to be measured at the end of fiscal year 2020 will not be achieved. As a result, the Company reversed the related contingent considerations in the amount of $0.6 million and $10.3 million in 2017 and 2018, respectively, both were recorded under general and administrative expenses in the consolidated statement of operations and comprehensive income (loss).
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 $13.5 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.
In 2018, the Company recorded an impairment charge for the full amount of goodwill associated with its storage and energy management services in its consolidated statements of operations and comprehensive income (loss). Further information related to this impairment charge is disclosed in Note 9 – “Intangible assets and goodwill” to the consolidated financial statements.
NOTE 3 — INVENTORIES
Inventories consist of the following:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Raw materials and purchased parts for assembly
|
|
$
|
21,942
|
|
|
$
|
26,914
|
|
Self-manufactured assembly parts and finished products
|
|
|
13,007
|
|
|
|
18,110
|
|
Total
|
|
$
|
34,949
|
|
|
$
|
45,024
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 — COST AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
Cost and estimated earnings on uncompleted contracts consist of the following:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Costs and estimated earnings incurred on uncompleted contracts
|
|
$
|
196,550
|
|
|
$
|
278,797
|
|
Less billings to date
|
|
|
(160,940
|
)
|
|
|
(255,069
|
)
|
Total
|
|
$
|
35,610
|
|
|
$
|
23,728
|
|
These amounts are included in the consolidated balance sheets under the following captions:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
$
|
38,365
|
|
|
$
|
42,130
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
|
(2,755
|
)
|
|
|
(18,402
|
)
|
Total
|
|
$
|
35,610
|
|
|
$
|
23,728
|
|
The completion costs of the Company’s construction contracts are subject to estimation. Due to uncertainties inherent in the estimation process, it is reasonably possible that estimated contract earnings will be further revised in the near term.
NOTE 5 — Investment in unconsolidated companies
Investment in unconsolidated companies mainly consists of the following:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Sarulla
|
|
$
|
70,589
|
|
|
$
|
71,983
|
|
Ijen
|
|
|
10,551
|
|
|
|
—
|
|
Total investment in unconsolidated companies
|
|
$
|
81,140
|
|
|
$
|
71,983
|
|
The Sarulla Complex
The Company holds a 12.75% equity interest in a consortium that developed the 330 MW Sarulla geothermal power plant project in Tapanuli Utara, North Sumatra, Indonesia. The Sarulla project is comprised of three separately constructed 110 MW units, the most recent of which, NIL 2, was completed in April 2018. The Sarulla project is owned and operated by the consortium members under the framework of a joint operating contract and energy sales contract that were both executed on April 4, 2013. Under the joint operating contract, PT Pertamina Geothermal Energy, the concession holder for the project, provided the consortium with the right to use the geothermal field, and under the energy sales contract, PT PLN, the state electric utility, is the off-taker at the Sarulla complex for a period of 30 years.
During the years ended December 31, 2019 and 2018, the Company made additional cash equity investments in the Sarulla complex of approximately $0.0 million and $3.8 million, respectively, for a total of $62.0 million since inception.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Sarulla consortium entered into interest rate swap agreements with various international banks, effective as of June 4, 2014, and 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, are recorded in other comprehensive income. The Company’s share of such gains (losses) recorded in other comprehensive income (loss) are as follows:
|
|
Year Ended
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Change, net of deferred tax, in unrealized gains (losses) in respect of the Company’s share in derivative instruments of unconsolidated investment
|
|
$
|
(3,417
|
)
|
|
$
|
2,235
|
|
The related accumulated loss recorded by the Company under accumulated other comprehensive income (loss) as of December 31, 2019 and 2018 was $6.3 million and $2.9 million, respectively.
The Ijen Project
For details on the Ijen project, please see Note 2 to the consolidated financial statements under the heading "Ijen transaction".
NOTE 6 — VARIABLE INTEREST ENTITIES
The Company’s overall methodology for evaluating transactions and relationships under the variable interest entity (“VIE”) accounting and disclosure requirements includes the following two steps: (i) determining whether the entity meets the criteria to qualify as a VIE; and (ii) determining whether the Company is the primary beneficiary of the VIE.
In performing the first step, the significant factors and judgments that the Company considers in making the determination as to whether an entity is a VIE include:
|
•
|
The design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders;
|
|
•
|
The nature of the Company’s involvement with the entity;
|
|
•
|
Whether control of the entity may be achieved through arrangements that do not involve voting equity;
|
|
•
|
Whether there is sufficient equity investment at risk to finance the activities of the entity; and
|
|
•
|
Whether parties other than the equity holders have the obligation to absorb expected losses or the right to receive residual returns.
|
If the Company identifies a VIE based on the above considerations, it then performs the second step and evaluates whether it is the primary beneficiary of the VIE by considering the following significant factors and judgments:
|
•
|
Whether the Company has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and
|
|
•
|
Whether the Company has the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.
|
The Company’s VIEs include certain of its wholly owned subsidiaries that own one or more power plants with long-term PPAs. In most cases, the PPAs require the utility to purchase substantially all of the plant’s electrical output over a significant portion of its estimated useful life. Most of the VIEs have associated project financing debt that is non-recourse to the general creditors of the Company, is collateralized by substantially all of the assets of the VIE and those of its wholly owned subsidiaries (also VIEs) and is fully and unconditionally guaranteed by such subsidiaries. The Company has concluded that such entities are VIEs primarily because the entities do not have sufficient equity at risk and/or subordinated financial support is provided through the long-term PPAs. The Company has evaluated each of its VIEs to determine the primary beneficiary by considering the party that has the power to direct the most significant activities of the entity. Such activities include, among others, construction of the power plant, operations and maintenance, dispatch of electricity, financing and strategy. Except for power plants that it acquired, the Company is responsible for the construction of its power plants and generally provides operation and maintenance services. Primarily due to its involvement in these and other activities, the Company has concluded that it directs the most significant activities at each of its VIEs and, therefore, is considered the primary beneficiary. The Company performs an ongoing reassessment of the VIEs to determine the primary beneficiary and may be required to deconsolidate certain of its VIEs in the future. The Company has aggregated its consolidated VIEs into the following categories: (i) wholly owned subsidiaries with project debt; and (ii) wholly owned subsidiaries with PPAs.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The tables below detail the assets and liabilities (excluding intercompany balances which are eliminated in consolidation) for the Company’s VIEs, combined by VIE classifications, that were included in the consolidated balance sheets as of December 31, 2019 and 2018:
|
|
December 31, 2019
|
|
|
|
Project Debt
|
|
|
PPAs
|
|
|
|
(Dollars in thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents
|
|
$
|
81,522
|
|
|
$
|
20
|
|
Other current assets
|
|
|
164,386
|
|
|
|
29,076
|
|
Property, plant and equipment, net
|
|
|
1,211,656
|
|
|
|
668,891
|
|
Construction-in-process
|
|
|
10,188
|
|
|
|
139,642
|
|
Other long-term assets
|
|
|
162,995
|
|
|
|
40,138
|
|
Total assets
|
|
$
|
1,630,747
|
|
|
$
|
877,767
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
25,361
|
|
|
|
13,201
|
|
Long-term debt
|
|
|
794,214
|
|
|
|
—
|
|
Other long-term liabilities
|
|
|
126,851
|
|
|
|
32,790
|
|
Total liabilities
|
|
|
946,426
|
|
|
|
45,991
|
|
|
|
December 31, 2018
|
|
|
|
Project Debt
|
|
|
PPAs
|
|
|
|
(Dollars in thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
Restricted cash and cash equivalents
|
|
$
|
76,019
|
|
|
|
2,304
|
|
Other current assets
|
|
|
213,007
|
|
|
|
9,698
|
|
Property, plant and equipment, net
|
|
|
1,552,408
|
|
|
|
306,820
|
|
Construction-in-process
|
|
|
90,812
|
|
|
|
13,273
|
|
Other long-term assets
|
|
|
177,723
|
|
|
|
9,104
|
|
Total assets
|
|
$
|
2,109,969
|
|
|
|
341,199
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
24,245
|
|
|
|
2,651
|
|
Long-term debt
|
|
|
805,850
|
|
|
|
—
|
|
Other long-term liabilities
|
|
|
125,769
|
|
|
|
12,483
|
|
Total liabilities
|
|
$
|
955,864
|
|
|
|
15,134
|
|
NOTE 7— 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).
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth certain fair value information at December 31, 2019 and 2018 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.
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
Carrying Value at December 31, 2019
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(Dollars in thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents (including restricted cash accounts)
|
|
$
|
28,316
|
|
|
$
|
28,316
|
|
|
$
|
28,316
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent receivable (1)
|
|
|
102
|
|
|
|
102
|
|
|
|
—
|
|
|
|
—
|
|
|
|
102
|
|
Currency forward contracts (2)
|
|
|
362
|
|
|
|
362
|
|
|
|
—
|
|
|
|
362
|
|
|
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent payables (1)
|
|
|
(3,359
|
)
|
|
|
(3,359
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,359
|
)
|
|
|
$
|
25,421
|
|
|
$
|
25,421
|
|
|
$
|
28,316
|
|
|
$
|
362
|
|
|
$
|
(3,257
|
)
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
Carrying Value at December 31, 2018
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(Dollars in thousands)
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents (including restricted cash accounts)
|
|
$
|
18,787
|
|
|
$
|
18,787
|
|
|
$
|
18,787
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent receivable (1)
|
|
|
104
|
|
|
|
104
|
|
|
|
—
|
|
|
|
—
|
|
|
|
104
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent payables (1)
|
|
|
(3,424
|
)
|
|
|
(3,424
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,424
|
)
|
Currency forward contracts (2)
|
|
|
(1,040
|
)
|
|
|
(1,040
|
)
|
|
|
—
|
|
|
|
(1,040
|
)
|
|
|
—
|
|
|
|
$
|
14,427
|
|
|
$
|
14,427
|
|
|
$
|
18,787
|
|
|
$
|
(1,040
|
)
|
|
$
|
(3,320
|
)
|
(1) These amounts relate to contingent receivables and payables and warrants pertaining to the Guadeloupe power plant purchase transaction, valued primarily based on unobservable inputs and are included within "Prepaid expenses and other", "Accounts payable and accrued expenses" and "Other long-term liabilities" on December 31, 2019 and 2018 in the consolidated balance sheets with the corresponding gain or loss being recognized within "Derivatives and foreign currency transaction gains (losses)" in the consolidated statement of operations and comprehensive income.
(2) These amounts relate to currency forward contracts valued primarily based on observable inputs, including forward and spot prices for currencies, net of contracted rates and then multiplied by notional amounts, and are included within "Receivables, other" and "Accounts payable and accrued expenses", as applicable, on December 31, 2019 and December 31, 2018, in the consolidated balance sheet with the corresponding gain or loss being recognized within "Derivatives and foreign currency transaction gains (losses)" in the consolidated statement of operations and comprehensive income.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
The following table presents the amounts of gain (loss) recognized in the consolidated statements of operations and comprehensive income (loss) on derivative instruments not designated as hedges:
Derivatives not designated as
hedging instruments
|
|
Location of recognized gain (loss)
|
|
Amount of recognized gain (loss)
|
|
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Put options on natural gas price
|
|
Derivative and foreign currency transaction gains (losses)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(350
|
)
|
Contingent considerations
|
|
Derivative and foreign currency transaction gains (losses)
|
|
|
—
|
|
|
|
170
|
|
|
|
(129
|
)
|
Contingent considerations
|
|
General and administrative expenses
|
|
|
—
|
|
|
|
10,322
|
|
|
|
2,048
|
|
Currency forward contracts
|
|
Derivative and foreign currency transaction gains (losses)
|
|
|
2,556
|
|
|
|
(3,081
|
)
|
|
|
3,699
|
|
|
|
|
|
$
|
2,556
|
|
|
$
|
7,411
|
|
|
$
|
5,268
|
|
In January 2017, the Company entered into Henry Hub Natural Gas Future contracts under which it has bought a number of put options covering a notional quantity of approximately 4.1 million British Thermal Units (“MMBtu”) with exercise prices of $3 and expiration dates ranging from January 26, 2017 until November 27, 2017 in order to reduce its exposure to fluctuations in natural gas prices under its PPAs with Southern California Edison. The Company paid an aggregate amount of approximately $0.7 million for these put options. The put option contracts have monthly expiration dates at which the options can be called and the transaction would be settled on a net cash basis.
The foregoing forward and put options transactions have not been designated as hedge transactions and are marked to market with the corresponding gains or losses recognized within “Derivatives and foreign currency transaction gains (losses)” in the consolidated statements of operations and comprehensive income.
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 during the year ended December 31, 2019.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
S
The fair value of the Company’s long-term debt approximates its fair value, except for the following:
|
|
Fair Value
|
|
|
Carrying Amount
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in millions)
|
|
|
(Dollars in millions)
|
|
Olkaria III Loan - OPIC
|
|
$
|
202.1
|
|
|
$
|
211.8
|
|
|
$
|
192.6
|
|
|
$
|
210.6
|
|
Olkaria III plant 4 Loan - DEG 2
|
|
|
43.8
|
|
|
|
47.2
|
|
|
|
42.5
|
|
|
|
47.5
|
|
Olkaria III plant 1 Loan - DEG 3
|
|
|
38.8
|
|
|
|
—
|
|
|
|
37.1
|
|
|
|
—
|
|
Platanares Loan - OPIC
|
|
|
115.3
|
|
|
|
119.1
|
|
|
|
104.5
|
|
|
|
112.7
|
|
Amatitlan Loan
|
|
|
26.4
|
|
|
|
29.9
|
|
|
|
26.3
|
|
|
|
29.8
|
|
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OrCal Geothermal Inc. ("OrCal")
|
|
|
—
|
|
|
|
19.0
|
|
|
|
—
|
|
|
|
18.7
|
|
OFC 2 LLC ("OFC 2")
|
|
|
210.9
|
|
|
|
214.5
|
|
|
|
203.0
|
|
|
|
217.8
|
|
Don A. Campbell 1 ("DAC 1")
|
|
|
78.5
|
|
|
|
78.8
|
|
|
|
78.2
|
|
|
|
83.3
|
|
USG Prudential - NV
|
|
|
30.6
|
|
|
|
29.4
|
|
|
|
28.4
|
|
|
|
27.8
|
|
USG Prudential - ID
|
|
|
18.6
|
|
|
|
18.6
|
|
|
|
19.6
|
|
|
|
18.9
|
|
USG DOE
|
|
|
45.0
|
|
|
|
48.3
|
|
|
|
40.8
|
|
|
|
51.4
|
|
Senior Unsecured Bonds
|
|
|
205.7
|
|
|
|
199.4
|
|
|
|
204.3
|
|
|
|
204.3
|
|
Senior Unsecured Loan
|
|
|
161.3
|
|
|
|
102.2
|
|
|
|
150.0
|
|
|
|
100.0
|
|
Plumstriker
|
|
|
21.7
|
|
|
|
—
|
|
|
|
21.6
|
|
|
|
—
|
|
Other long-term debt
|
|
|
16.3
|
|
|
|
5.4
|
|
|
|
17.4
|
|
|
|
6.2
|
|
The fair value of the 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, commercial paper and deposits approximates fair value.
The following table presents the fair value of financial instruments as of December 31, 2019:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
(Dollars in millions)
|
|
Olkaria III - OPIC
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
202.1
|
|
|
$
|
202.1
|
|
Olkaria III plant 4 - DEG 2
|
|
|
—
|
|
|
|
—
|
|
|
|
43.8
|
|
|
|
43.8
|
|
Olkaria III plant 1 - DEG 3
|
|
|
—
|
|
|
|
—
|
|
|
|
38.8
|
|
|
|
38.8
|
|
Platanares Loan - OPIC
|
|
|
—
|
|
|
|
—
|
|
|
|
115.3
|
|
|
|
115.3
|
|
Amatitlan Loan
|
|
|
—
|
|
|
|
26.4
|
|
|
|
—
|
|
|
|
26.4
|
|
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OFC 2 Senior Secured Notes
|
|
|
—
|
|
|
|
—
|
|
|
|
210.9
|
|
|
|
210.9
|
|
DAC 1 Senior Secured Notes
|
|
|
—
|
|
|
|
—
|
|
|
|
78.5
|
|
|
|
78.5
|
|
USG Prudential - NV
|
|
|
—
|
|
|
|
—
|
|
|
|
30.6
|
|
|
|
30.6
|
|
USG Prudential - ID
|
|
|
—
|
|
|
|
—
|
|
|
|
18.6
|
|
|
|
18.6
|
|
USG DOE
|
|
|
—
|
|
|
|
—
|
|
|
|
45.0
|
|
|
|
45.0
|
|
Senior Unsecured Bonds
|
|
|
—
|
|
|
|
—
|
|
|
|
205.7
|
|
|
|
205.7
|
|
Senior Unsecured Loan
|
|
|
—
|
|
|
|
—
|
|
|
|
161.3
|
|
|
|
161.3
|
|
Plumstriker
|
|
|
—
|
|
|
|
21.7
|
|
|
|
—
|
|
|
|
21.7
|
|
Other long-term debt
|
|
|
—
|
|
|
|
—
|
|
|
|
16.3
|
|
|
|
16.3
|
|
Commercial paper
|
|
|
—
|
|
|
|
50.0
|
|
|
|
—
|
|
|
|
50.0
|
|
Revolving lines of credit
|
|
|
—
|
|
|
|
40.6
|
|
|
|
—
|
|
|
|
40.6
|
|
Deposits
|
|
|
12.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12.2
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the fair value of financial instruments as of December 31, 2018:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
(Dollars in millions)
|
|
Olkaria III Loan - OPIC
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
211.8
|
|
|
$
|
211.8
|
|
Olkaria III plant 4 - DEG 2
|
|
|
—
|
|
|
|
—
|
|
|
|
47.2
|
|
|
|
47.2
|
|
Platanares Loan - OPIC
|
|
|
—
|
|
|
|
—
|
|
|
|
119.1
|
|
|
|
119.1
|
|
Amatitlan Loan
|
|
|
—
|
|
|
|
29.9
|
|
|
|
—
|
|
|
|
29.9
|
|
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OrCal Senior Secured Notes
|
|
|
—
|
|
|
|
—
|
|
|
|
19.0
|
|
|
|
19.0
|
|
OFC 2 Senior Secured Notes
|
|
|
—
|
|
|
|
—
|
|
|
|
214.5
|
|
|
|
214.5
|
|
DAC 1 Senior Secured Notes
|
|
|
—
|
|
|
|
—
|
|
|
|
78.8
|
|
|
|
78.8
|
|
USG Prudential - NV
|
|
|
—
|
|
|
|
—
|
|
|
|
29.4
|
|
|
|
29.4
|
|
USG Prudential - ID
|
|
|
—
|
|
|
|
—
|
|
|
|
18.6
|
|
|
|
18.6
|
|
USG DOE
|
|
|
—
|
|
|
|
—
|
|
|
|
48.3
|
|
|
|
48.3
|
|
Senior Unsecured Bonds
|
|
|
—
|
|
|
|
—
|
|
|
|
199.4
|
|
|
|
199.4
|
|
Senior Unsecured Loan
|
|
|
—
|
|
|
|
—
|
|
|
|
102.2
|
|
|
|
102.2
|
|
Other long-term debt
|
|
|
—
|
|
|
|
—
|
|
|
|
5.4
|
|
|
|
5.4
|
|
Revolving lines of credit
|
|
|
—
|
|
|
|
159.0
|
|
|
|
—
|
|
|
|
159.0
|
|
Deposits
|
|
|
12.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12.0
|
|
NOTE 8 — PROPERTY, PLANT AND EQUIPMENT AND CONSTRUCTION-IN-PROCESS
Property, plant and equipment
Property, plant and equipment, net, consist of the following:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Land owned by the Company where the geothermal resource is located
|
|
$
|
38,049
|
|
|
$
|
38,060
|
|
Leasehold improvements
|
|
|
7,757
|
|
|
|
5,718
|
|
Machinery and equipment
|
|
|
230,465
|
|
|
|
208,646
|
|
Land, buildings and office equipment
|
|
|
39,099
|
|
|
|
35,708
|
|
Vehicles
|
|
|
8,021
|
|
|
|
22,074
|
|
Geothermal and recovered energy generation power plants, including geothermal wells and exploration and resource development costs:
|
|
|
|
|
|
|
|
|
United States of America, net of cash grants
|
|
|
2,160,910
|
|
|
|
2,065,377
|
|
Foreign countries
|
|
|
721,824
|
|
|
|
710,775
|
|
Asset retirement cost
|
|
|
19,824
|
|
|
|
11,448
|
|
|
|
|
3,225,949
|
|
|
|
3,097,806
|
|
Less accumulated depreciation
|
|
|
(1,254,534
|
)
|
|
|
(1,138,228
|
)
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
$
|
1,971,415
|
|
|
$
|
1,959,578
|
|
Depreciation expense for the years ended December 31, 2019, 2018 and 2017 amounted to $126.7 million, $114.4 million and $98.8 million, respectively. Depreciation expense for the years ended December 31, 2019, 2018, and 2017 is net of the impact of the cash grant in the amount of $7.3 million, $6.4 million and $5.5 million, respectively.
U.S. Operations
The net book value of the property, plant and equipment, including construction-in-process, located in the United States was approximately $1,841.4 million and $1,696.4 million as of December 31, 2019 and 2018, respectively. These amounts as of December 31, 2019 and 2018 are net of cash grants in the amount of $162.3 million and $179.7 million, respectively.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Foreign Operations
The net book value of property, plant and equipment, including construction-in-process, located outside of the United States was approximately $506.6 million and $524.8 million as of December 31, 2019 and 2018, respectively.
The Company, through its wholly owned subsidiary, OrPower 4, Inc. (“OrPower 4”), owns and operates geothermal power plants in Kenya. The net book value of assets associated with the power plants was $284.5 million and $302.0 million as of December 31, 2019 and 2018, respectively. The Company sells the electricity produced by the power plants to Kenya Power and Lighting Co. Ltd. (“KPLC”) under a 20-year PPA ending between 2033 and 2036 .
The Company, through its wholly owned subsidiary, Orzunil I de Electricidad, Limitada (Orzunil), owns a power plant in Guatemala. On January 22, 2014, Orzunil signed an amendment to the PPA with INDE, a Guatemalan power company, for its Zunil geothermal power plant in Guatemala. The amendment extends the term of the PPA from 2019 to 2034. The PPA amendment also transfers operation and management responsibilities of the Zunil geothermal field from INDE to the Company for the term of the amended PPA in exchange for a tariff increase. Additionally, INDE exercised its right under the PPA to become a partner in the Zunil power plant with a 3% equity interest. The net book value of the assets related to the power plant was $10.3 million and $14.6 million at December 31, 2019 and 2018, respectively.
The Company, through its wholly owned subsidiary, Ortitlan, Limitada (“Ortitlan”), owns a power plant in Guatemala. The net book value of the assets related to the power plant was $42.8 million and $43.5 million at December 31, 2019 and 2018, respectively.
The Company, through its wholly owned subsidiary, GeoPlatanares, signed a BOT contract for the Platanares geothermal project in Honduras with ELCOSA, a privately owned Honduran energy company, for 15 years from the commercial operation date, which expires in 2047. Platanares sells the electricity produced by the power plants to ENEE, the national utility of Honduras under a 30-year PPA. The net book value of the assets related to the power plant was $96.1 million and $105.7 million at December 31, 2019 and 2018, respectively.
The Company, through its subsidiary, GB, owns a power plant in Guadeloupe. The net book value of the assets related to the power plant was $24.5 million and $23.9 million at December 31, 2019 and 2018, respectively. GB sells the electricity produced by the power plants to EDF, the French electric utility, under a 15-year PPA.
Construction-in-process
Construction-in-process consists of the following:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Projects under exploration and development:
|
|
|
|
|
|
|
|
|
Up-front bonus costs
|
|
$
|
17,018
|
|
|
$
|
17,018
|
|
Exploration and development costs
|
|
|
66,916
|
|
|
|
53,237
|
|
Interest capitalized
|
|
|
703
|
|
|
|
703
|
|
|
|
|
84,637
|
|
|
|
70,958
|
|
Projects under construction:
|
|
|
|
|
|
|
|
|
Up-front bonus costs
|
|
|
27,473
|
|
|
|
27,473
|
|
Drilling and construction costs
|
|
|
258,484
|
|
|
|
160,398
|
|
Interest capitalized
|
|
|
5,961
|
|
|
|
2,861
|
|
|
|
|
291,918
|
|
|
|
190,732
|
|
Total
|
|
$
|
376,555
|
|
|
$
|
261,690
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Projects under exploration and development
|
|
|
|
Up-front Bonus
Costs
|
|
|
Exploration and
Development Costs
|
|
|
Interest
Capitalized
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
Balance at December 31, 2016
|
|
$
|
17,385
|
|
|
$
|
36,359
|
|
|
$
|
703
|
|
|
$
|
54,447
|
|
Cost incurred during the year
|
|
|
—
|
|
|
|
11,224
|
|
|
|
—
|
|
|
|
11,224
|
|
Write off of unsuccessful exploration costs
|
|
|
(367
|
)
|
|
|
(1,429
|
)
|
|
|
—
|
|
|
|
(1,796
|
)
|
Balance at December 31, 2017
|
|
|
17,018
|
|
|
|
46,154
|
|
|
|
703
|
|
|
|
63,875
|
|
Cost incurred during the year
|
|
|
—
|
|
|
|
7,209
|
|
|
|
—
|
|
|
|
7,209
|
|
Write off of unsuccessful exploration costs
|
|
|
—
|
|
|
|
(126
|
)
|
|
|
—
|
|
|
|
(126
|
)
|
Balance at December 31, 2018
|
|
|
17,018
|
|
|
|
53,237
|
|
|
|
703
|
|
|
|
70,958
|
|
Cost incurred during the year
|
|
|
—
|
|
|
|
17,215
|
|
|
|
—
|
|
|
|
17,215
|
|
Transfer of projects under exploration and development to projects under construction
|
|
|
—
|
|
|
|
(3,536
|
)
|
|
|
—
|
|
|
|
(3,536
|
)
|
Balance at December 31, 2019
|
|
$
|
17,018
|
|
|
$
|
66,916
|
|
|
$
|
703
|
|
|
$
|
84,637
|
|
|
|
Projects under construction
|
|
|
|
Up-front Bonus
Costs
|
|
|
Drilling and
Construction
Costs
|
|
|
Interest
Capitalized
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
Balance at December 31, 2016
|
|
$
|
37,713
|
|
|
$
|
202,211
|
|
|
$
|
12,338
|
|
|
$
|
252,262
|
|
Cost incurred during the year
|
|
|
—
|
|
|
|
231,926
|
|
|
|
7,300
|
|
|
|
239,226
|
|
Transfer of completed projects to property, plant and equipment
|
|
|
(10,240
|
)
|
|
|
(235,194
|
)
|
|
|
(16,387
|
)
|
|
|
(261,821
|
)
|
Balance at December 31, 2017
|
|
|
27,473
|
|
|
|
198,943
|
|
|
|
3,251
|
|
|
|
229,667
|
|
Cost incurred during the year
|
|
|
—
|
|
|
|
219,610
|
|
|
|
—
|
|
|
|
219,610
|
|
Cost write off
|
|
|
—
|
|
|
|
(1,380
|
)
|
|
|
—
|
|
|
|
(1,380
|
)
|
Fair value of projects under construction acquired in a business combination
|
|
|
—
|
|
|
|
4,668
|
|
|
|
—
|
|
|
|
4,668
|
|
Transfer of completed projects to property, plant and equipment
|
|
|
—
|
|
|
|
(261,443
|
)
|
|
|
(390
|
)
|
|
|
(261,833
|
)
|
Balance at December 31, 2018
|
|
|
27,473
|
|
|
|
160,398
|
|
|
|
2,861
|
|
|
|
190,732
|
|
Cost incurred during the year
|
|
|
—
|
|
|
|
264,137
|
|
|
|
3,100
|
|
|
|
267,237
|
|
Transfer of projects under exploration and development to projects under construction
|
|
|
—
|
|
|
|
3,536
|
|
|
|
—
|
|
|
|
3,536
|
|
Insurance recoveries
|
|
|
—
|
|
|
|
(35,435
|
)
|
|
|
—
|
|
|
|
(35,435
|
)
|
Transfer of completed projects to property, plant and equipment
|
|
|
—
|
|
|
|
(134,152
|
)
|
|
|
—
|
|
|
|
(134,152
|
)
|
Balance at December 31, 2019
|
|
$
|
27,473
|
|
|
$
|
258,484
|
|
|
$
|
5,961
|
|
|
$
|
291,918
|
|
NOTE 9 — INTANGIBLE ASSETS AND GOODWILL
Intangible assets amounting to $186.2 million and $199.9 million consist mainly of the Company’s PPAs acquired in business combinations and its storage activities, net of accumulated amortization of $74.1 million and $61.5 million as of December 31, 2019 and 2018, respectively. Intangible assets relating to the Company's storage activities as of December 31, 2019 and 2018 amounted to $30.2 million and $32.2 million, net of accumulated amortization of $5.4 million and $3.4 million, respectively. Amortization expense for the years ended December 31, 2019, 2018 and 2017 amounted to $13.3 million, $11.2 million and $6.9 million, respectively. Additions to intangible assets for the years ended December 31, 2019, 2018 and 2017, amounted to $0.0 million, $127.0 million and $35.6 million, respectively. The additions to intangible assets in 2018 and 2017 primarily relate to the USG and Viridity acquisitions, respectively. The Company tested the intangible assets for recoverability in December 2019 and 2018 and assessed whether there are events or change in circumstances which may indicate that the intangible assets are not recoverable. The Company's assessment resulted in that there were no write-offs of intangible assets in 2019, 2018 and 2017.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Estimated future amortization expense for the intangible assets as of December 31, 2019 is as follows:
|
|
(Dollars in thousands)
|
|
Year ending December 31:
|
|
|
|
|
2020
|
|
$
|
12,983
|
|
2021
|
|
|
12,983
|
|
2022
|
|
|
12,729
|
|
2023
|
|
|
12,610
|
|
2024
|
|
|
11,255
|
|
Thereafter
|
|
|
123,660
|
|
Total
|
|
$
|
186,220
|
|
Goodwill
Goodwill amounting to $20.1 million and $20.0 million as of December 31, 2019 and 2018, respectively, represents the excess of the fair value of considerations transferred in business combination transactions over the fair value of tangible and intangible assets acquired, net of the fair value of liabilities assumed and non-controlling interest (as applicable) in the acquisitions.
During the fourth quarter of 2018, the Company determined that certain qualitative indicators of a potential impairment existed in relation to its storage and energy management services reporting unit which required further quantitative assessment of goodwill impairment (step one as described in Note 1 to the consolidated financial statements under the caption “Goodwill”). The qualitative indicators included a significant update to the reporting unit’s business forecasts combined with a large-scale restructuring of the way the Company runs this reporting unit which were both executed during the fourth quarter of 2018. As a result of the quantitative assessment, the Company recorded a goodwill impairment charge of $13.5 million in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2018. Following this impairment charge, the goodwill allocated to the storage and energy management services reporting unit is zero. The Company estimated the fair value of the storage and energy management services reporting unit by using the income approach based on discounted cash flows, which utilized Level 3 measurement that represent unobservable inputs into the Company’s valuation method.
Except as noted above, for the years 2019, 2018 and 2017 the Company’s impairment assessment related to the Company’s other reporting units for which goodwill (all of which is in the Electricity segment) is allocated to resulted in no impairment to goodwill.
Changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2019 and 2018 were as follows:
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Goodwill as of January 1,
|
|
$
|
19,950
|
|
|
$
|
21,037
|
|
Goodwill acquired
|
|
|
—
|
|
|
|
12,710
|
|
Goodwill impairment charge
|
|
|
—
|
|
|
|
(13,464
|
)
|
Translation differences
|
|
|
190
|
|
|
|
(333
|
)
|
Goodwill as of December 31,
|
|
$
|
20,140
|
|
|
$
|
19,950
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Trade payable
|
|
$
|
73,271
|
|
|
$
|
56,299
|
|
Salaries and other payroll costs
|
|
|
24,364
|
|
|
|
20,188
|
|
Customer advances
|
|
|
2,092
|
|
|
|
918
|
|
Accrued interest
|
|
|
6,321
|
|
|
|
5,914
|
|
Income tax payable
|
|
|
11,344
|
|
|
|
8,436
|
|
Property tax payable
|
|
|
3,033
|
|
|
|
2,999
|
|
Scheduling and transmission
|
|
|
2,264
|
|
|
|
595
|
|
Royalty accrual
|
|
|
6,457
|
|
|
|
4,610
|
|
Deferred revenues
|
|
|
—
|
|
|
|
2,300
|
|
Warranty accrual
|
|
|
3,245
|
|
|
|
4,552
|
|
Other
|
|
|
9,466
|
|
|
|
9,551
|
|
Total
|
|
$
|
141,857
|
|
|
$
|
116,362
|
|
NOTE 11 — LONG-TERM DEBT, CREDIT AGREEMENTS AND COMMERCIAL PAPER
Long-term debt consists of notes payable under the following agreements:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Limited and non-recourse agreements:
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
Non-recourse:
|
|
|
|
|
|
|
|
|
Other loans
|
|
$
|
8,997
|
|
|
$
|
6,241
|
|
Limited recourse:
|
|
|
|
|
|
|
|
|
Loan agreement with OPIC (the Olkaria III power plant)
|
|
|
192,646
|
|
|
|
210,641
|
|
Loan agreement with OPIC (the Platanares power plant)
|
|
|
104,459
|
|
|
|
112,652
|
|
Loan agreement with Banco Industrial S.A. and Westrust Bank (International) Limited
|
|
|
26,250
|
|
|
|
29,750
|
|
Loan agreement with a global industrial company (the Plumstriker battery energy storage projects)
|
|
|
21,615
|
|
|
|
—
|
|
Other loans
|
|
|
8,367
|
|
|
|
—
|
|
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
Non-recourse:
|
|
|
|
|
|
|
|
|
OrCal Senior Secured Notes
|
|
|
—
|
|
|
|
18,652
|
|
DAC 1 Senior Secured Notes
|
|
|
78,247
|
|
|
|
83,319
|
|
Limited recourse:
|
|
|
|
|
|
|
|
|
OFC 2 Senior Secured Notes
|
|
|
203,040
|
|
|
|
217,810
|
|
Other loans
|
|
|
88,840
|
|
|
|
96,482
|
|
Total limited and non-recourse agreements
|
|
|
732,461
|
|
|
|
775,547
|
|
Less current portion
|
|
|
(58,932
|
)
|
|
|
(63,180
|
)
|
Non current portion
|
|
$
|
673,529
|
|
|
$
|
712,367
|
|
Full recourse agreements:
|
|
|
|
|
|
|
|
|
Senior Unsecured Bonds
|
|
|
204,332
|
|
|
|
204,332
|
|
Senior Unsecured Loan (Migdal)
|
|
|
150,000
|
|
|
|
100,000
|
|
Loan agreements with DEG (the Olkaria III and power plants 4 and 1 upgrade)
|
|
|
79,632
|
|
|
|
47,500
|
|
Revolving credit lines with banks
|
|
|
40,550
|
|
|
|
159,000
|
|
Total full recourse agreements
|
|
|
474,514
|
|
|
|
510,832
|
|
Less current portion
|
|
|
(117,122
|
)
|
|
|
(164,000
|
)
|
Non current portion
|
|
$
|
357,392
|
|
|
$
|
346,832
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loan Agreement with Banco Industrial S.A. and Westrust Bank (International) Limited
On July 31, 2015, Ortitlan, Limitada, the Company’s wholly owned subsidiary, obtained a 12-year secured term loan in the principal amount of $42.0 million for the 20 MW Amatitlan power plant in Guatemala. Under the credit agreement with Banco Industrial S.A. and Westrust Bank (International) Limited, the Company can expand the Amatitlan power plant with financing to be provided either via equity, additional debt from Banco Industrial S.A. or from other lenders, subject to certain limitations on expansion financing in the credit agreement.
The loan is payable in 48 quarterly payments commencing September 30, 2015. The loan bears interest at a rate per annum equal to of the sum of LIBOR (which cannot be lower than 1.25%) plus a margin of (i) 4.35% as long as the Company’s guaranty of the loan (as described below) is outstanding or (ii) 4.75% otherwise. Interest is payable quarterly, on March 30, June 30, September 30 and December 30 of each year, on the stated maturity date of the loan and on any prepayment or payment of the loan. The loan must be prepaid on the occurrence of certain events, such as casualty, condemnation, asset sales and expansion financing not provided by the lenders under the credit agreement, among others. The loan may be voluntarily prepaid if certain conditions are satisfied, including payment of a premium (ranging from 100-50 basis points) if prepayment occurs prior to the eighth anniversary of the loan.
There are various restrictive covenants under the Amatitlan credit agreement. These include, among other things, (i) a financial covenant to maintain a Debt Service Coverage Ratio (as defined in the credit agreement) of not less than 1.15 to 1.00 as of the last day of any fiscal quarter and (ii) limitations on Restricted Payments (as defined in the credit agreement) that among other things would limit dividends that could be paid to us unless the historical and projected Debt Service Coverage Ratio is not less than 1.25 to 1.00 for the four fiscal quarterly periods (calculated as a single accounting period). As of December 31, 2019, the covenants have been met. The credit agreement includes various events of default that would permit acceleration of the loan (subject in some cases to grace and cure periods). These include, among other things, a Change of Control (as defined in the credit agreement) and failure to maintain certain required balances in debt service and maintenance reserve accounts. The credit agreement includes certain equity cure rights for failure to maintain the Debt Service Coverage Ratio and the minimum amounts required in the debt service and maintenance reserve accounts.
The loan is collateralized by substantially all the assets of the borrower and a pledge of all of the membership interests of the borrower.
The Company has guaranteed payment of all obligations under the credit agreement and related financing documents. The guaranty is limited in the sense that the Company is only required to pay the guaranteed obligations if a “trigger event” occurs. A trigger event is the occurrence and continuation of a default by INDE in its payment obligations under the PPA for the Amatitlàn power plant or a refusal by INDE to receive capacity and energy sold under that PPA. The Company’s obligations under the guaranty may be terminated prior to payment in full of the guaranteed obligations under certain circumstances described in the guaranty. If the guaranty is terminated early, the interest rate payable on the loan would increase as described above.
As of December 31, 2019, $26.3 million of this loan was outstanding.
Finance Agreement with OPIC (the Olkaria III Complex)
On August 23, 2012, OrPower 4, the Company’s wholly owned subsidiary, entered into a Finance Agreement with OPIC, an agency of the U.S. government, to provide limited-recourse senior secured debt financing in an aggregate principal amount of up to $310.0 million (the “OPIC Loan”) for the refinancing and financing of the Olkaria III geothermal power complex in Kenya. The Finance Agreement was amended on November 9, 2012.
The OPIC Loan is comprised of up to three tranches:
|
•
|
Tranche I in an aggregate principal amount of $85.0 million, which was drawn in November 2012, was used to prepay approximately $20.5 million (plus associated prepayment penalty and breakage costs of $1.5 million) of the DEG Loan, as described below. The remainder of Tranche I proceeds was used for reimbursement of prior capital costs and other corporate purposes.
|
|
•
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Tranche II in an aggregate principal amount of $180.0 million was used to fund the construction and well field drilling for the expansion of the Olkaria III geothermal power complex (“Plant 2”). In November 2012, an amount of $135.0 million was disbursed under this Tranche II, and in February 2013, the remaining $45.0 million was distributed under this Tranche II.
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Tranche III in an aggregate principal amount of $45.0 million was used to fund the construction of Plant 3 of the Olkaria III complex. In November 2013, an amount of $45.0 million was disbursed under this Tranche.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In July 2013, the Company completed the conversion of the interest rate applicable to both Tranche I and Tranche II from a floating interest rate to a fixed interest rate. The average fixed interest rate for Tranche I, which has an outstanding balance as of December 31, 2019 of $51.9 million and matures on December 15, 2030, and Tranche II, which has an outstanding balance as of December 31, 2019 of $111.2 million and matures on June 15, 2030, is 6.29%. In November 2013, the Company fixed the interest rate for Tranche III. The fixed interest rate for Tranche III, which has an outstanding balance as of December 31, 2019 of $29.6 million and matures on December 15, 2030, is 6.12%.
OrPower 4 has a right to make voluntary prepayments of all or a portion of the OPIC Loan subject to prior notice, minimum prepayment amounts, and a prepayment premium of 2.0% in the first two years after the Plant 2 commercial operation date, declining to 1% in the third year after the Plant 2 commercial operation date, and without premium thereafter, plus a redemption premium. In addition, the OPIC Loan is subject to customary mandatory prepayment in the event of certain reductions in generation capacity of the power plants, unless such reductions will not cause the projected ratio of cash flow to debt service to fall below 1.7.
The OPIC Loan is collateralized by substantially all of OrPower 4’s assets and by a pledge of all of the equity interests in OrPower 4.
The finance agreement includes customary events of default, including failure to pay any principal, interest or other amounts when due, failure to comply with covenants, breach of representations and warranties, non-payment or acceleration of other debt of OrPower 4, bankruptcy of OrPower 4 or certain of its affiliates, judgments rendered against OrPower 4, expropriation, change of control, and revocation or early termination of security documents or certain project-related agreements, subject to various exceptions and notice, cure and grace periods.
There are various restrictive covenants under the OPIC Loan, which include a required historical and projected 12-month DSCR of not less than 1.4 (measured as of March 15, June 15, September 15 and December 15 of each year). If OrPower 4 fails to comply with these financial ratios it will be prohibited from making distributions to its shareholders. In addition, if the DSCR falls below 1.1, subject to certain cure rights, such failure will constitute an event of default by OrPower 4. This covenant in respect of Tranche I became effective on December 15, 2014. As of December 31, 2019, the covenants have been met.
As of December 31, 2019, $192.6 million of the OPIC Loan was outstanding.
Debt service reserve
As required under the terms of the OPIC Loan, OrPower 4 maintains an account which may be funded by cash or backed by letters of credit in an amount sufficient to pay scheduled debt service amounts, including principal and interest, due under the terms of the OPIC Loan in the following six months. This restricted cash account is classified as current in the consolidated balance sheets. As of December 31, 2019 and 2018, the balance of the account was $2.5 million and $2.6 million, respectively. In addition, as of December 31, 2019, part of the required debt service reserve was backed by a letter of credit in the amount of $15.6 million (see Note 22).
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Well drilling reserve
As required under the terms of the OPIC Loan, OrPower 4 may be required to maintain an account which may be funded by cash or backed by letters of credit to reserve funds for future well drilling, based on determination upon the completion of the expansion work.
Finance Agreement with OPIC (the Platanares power plant)
On April 30, 2018, Geotérmica Platanares, S.A. de C.V. (“Platanares”), a Honduran sociedad anónima de capital variable and an indirect subsidiary of Ormat Technologies, Inc., entered into a Finance Agreement (the “Finance Agreement”) with OPIC, pursuant to which OPIC will provide to Platanares senior secured non-recourse debt financing in an aggregate principal amount of up to $124.7 million (the “Platanares Loan”), the proceeds of which will be used principally for the refinancing and financing of the Platanares 35 MW geothermal power plant located in western Honduras (the “Project”). The finance agreement was amended and closed in October of 2018.
Tranche I in an aggregate principal amount of $114.7 million was drawn in October 2018, carries a fixed interest rate of 7.02% per annum and matures in September of 2032. The closing of tranche II of up to $10 million is expected in 2020 subject to the satisfaction or waiver of certain conditions precedent.
Under the Finance Agreement, Platanares may, upon prior written notice to OPIC, make voluntary prepayments of the OPIC Loan, in whole or in part, in a minimum partial prepayment amount of $5 million together with payment to OPIC of all accrued but unpaid interest on the principal amount of the OPIC Loan to be prepaid, plus a prepayment premium. The prepayment premium is equal to (i) 2% of the principal amount of the OPIC Loan to be prepaid for any voluntary prepayment in the first or second year following expiration of the Commitment Period (as defined in the Finance Agreement) and (ii) 1% of the principal amount of the Platanares Loan to be prepaid for any voluntary prepayment in the third year following expiration of the Commitment Period. There is no prepayment premium for any voluntary prepayment in the fourth year following expiration of the Commitment Period or thereafter.
The OPIC Loan is also subject to customary mandatory prepayment upon the occurrence of certain events, including, among others, (i) receipt by Platanares of compensation or damages following a dispute that results in a material adverse change to the primary power purchase agreement for the Project, (ii) receipt by Platanares of a termination or indemnity payment from a third party (other than OPIC) or expropriation proceeds from a governmental authority upon the termination of any project documents or the condemnation, nationalization, seizure or expropriation of all or a substantial portion of the Project or property of Platanares by a governmental authority, respectively, and (iii) receipt by Platanares of sale proceeds in excess of a certain threshold from the disposition of all or any part of the property of Platanares, subject to certain exceptions.
The OPIC Loan will be secured by a first priority lien on all of the assets and ordinary shares of Platanares. The Finance Agreement contains various restrictive covenants applicable to Platanares, among others (i) to maintain a projected and historic debt service coverage ratio of no less than 1.1 to 1; (ii) to maintain on deposit in a debt service reserve account and well reserve account funds or assets with a value in excess of a minimum threshold and (iii) covenants that restrict Platanares from making certain payments or other distributions to its equity holders unless the projected and historic debt service coverage ratio is not less than 1.2 to 1. As of December 31, 2019, the covenants have been met.
The Finance Agreement also contains customary events of default, including, among others, failure to pay principal, interest or other amounts when due, non-payment or acceleration of other indebtedness of Platanares, the occurrence of a change of control of Platanares without the prior approval of OPIC, expropriation, judgments rendered against Platanares in excess of a certain threshold, failure to comply with covenants, a voluntary abandonment of the Project and the occurrence of certain bankruptcy events, subject to various exceptions and applicable notice, cure and grace periods.
As of December 31, 2019, $104.5 million of the Platanares OPIC Loan was outstanding.
Debt service reserve
As required under the terms of the Platanares Loan, Platanares maintains an account which may be funded by cash or backed by letters of credit in an amount sufficient to pay scheduled debt service amounts, including principal and interest, due under the terms of the Platanares Loan in the following six months (or nine months in case of overdue payments by the offtaker up to a certain agreed threshold). This restricted cash account is classified as current in the consolidated balance sheets. As of December 31, 2019, the balance of the account was $3.6 million and it is backed by a letter of credit in the amount of $8.1 million (see Note 22).
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Well drilling reserve
As required under the terms of the Finance Agreement, Platanares is required to maintain an account which may be funded by cash or backed by letters of credit to reserve funds for well costs, based on certain determinations. As of December 31, 2019, the balance of the account was $0.0 million and was backed by a letter of credit in the amount of $2.0 million (see Note 22).
OrCal Senior Secured Notes
In December 2005, OrCal, the Company’s wholly owned subsidiary, issued $165.0 million, 6.21% Senior Secured Notes (“OrCal Senior Secured Notes”) and received net cash proceeds of approximately $161.1 million, after deduction of issuance costs of approximately $3.9 million. The OrCal Senior Secured Notes have been rated BBB- by Fitch Ratings. The OrCal Senior Secured Notes had a final maturity date of December 30, 2020. Principal and interest on the OrCal Senior Secured Notes were payable in semi-annual payments. The OrCal Senior Secured Notes were collateralized by substantially all of the assets of OrCal, and those of its subsidiaries and were fully and unconditionally guaranteed by all of the wholly owned subsidiaries of OrCal. In October 2019, the Company fully prepaid the outstanding amount of $15.0 million of the OrCal Senior Secured Notes plus an additional make-whole premium of $0.4 million.
OFC 2 Senior Secured Notes
In September 2011, OFC 2, the Company’s wholly owned subsidiary and OFC 2’s wholly owned project subsidiaries (collectively, the “OFC 2 Issuers”) entered into a note purchase agreement (the “Note Purchase Agreement”) with OFC 2 Noteholder Trust, as purchaser, John Hancock Life Insurance Company (U.S.A.), as administrative agent, and the DOE, as guarantor, in connection with the offer and sale of up to $350.0 million aggregate principal amount of OFC 2 Senior Secured Notes (“OFC 2 Senior Secured Notes”) due December 31, 2034.
Subject to the fulfillment of customary and other specified conditions precedent, the OFC 2 Senior Secured Notes may be issued in up to six distinct series associated with the phased construction (Phase I and Phase II) of the Jersey Valley, McGinness Hills and Tuscarora geothermal power plants, which are owned by the OFC 2 Issuers. The OFC 2 Senior Secured Notes will mature and the principal amount of the OFC 2 Senior Secured Notes will be payable in equal quarterly installments and in any event not later than December 31, 2034. Each series of notes will bear interest at a rate calculated based on a spread over the Treasury yield curve that will be set at least ten business days prior to the issuance of such series of notes. Interest will be payable quarterly in arrears. The DOE will guarantee payment of 80% of principal and interest on the OFC 2 Senior Secured Notes pursuant to Section 1705 of Title XVII of the Energy Policy Act of 2005, as amended. The conditions precedent to the issuance of the OFC 2 Senior Secured Notes includes certain specified conditions required by the DOE in connection with its guarantee of the OFC 2 Senior Secured Notes.
On October 31, 2011, the OFC 2 Issuers completed the sale of $151.7 million in aggregate principal amount of 4.687% Series A Notes due 2032 (the “Series A Notes”). The net proceeds from the sale of the Series A Notes, after deducting transaction fees and expenses, were approximately $141.1 million, and were used to finance a portion of the construction costs of Phase I of the McGinness Hills and Tuscarora power plants and to fund certain reserves. Principal and interest on the Series A Notes are payable quarterly in arrears on the last day of March, June, September and December of each year.
On June 20, 2014, Phase 1 of Tuscarora Facility achieved Project Completion under the Note Purchase Agreement. In accordance with the terms of the Note Purchase Agreement and following recalibration of the financing assumptions, the loan amount was adjusted through a principal prepayment of $4.3 million.
On August 29, 2014, OFC 2 sold $140.0 million of OFC 2 Senior Secured Notes (the “Series C Notes”) to finance the construction of the second phase of the McGinness Hills project. The Series C Notes are the last tranche under the Note Purchase Agreement with John Hancock Life Insurance Company and are guaranteed by the DOE’s Loan Programs Office in accordance with and subject to the DOE's Loan Guarantee Program under Section 1705 of Title XVII of the Energy Policy Act of 2005. The Series C Notes, which mature in December 2032, carry a 4.61% coupon with principal to be repaid on a quarterly basis.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The OFC 2 Senior Secured Notes are collateralized by substantially all of the assets of OFC 2 and those of its wholly owned subsidiaries and are fully and unconditionally guaranteed by all of the wholly owned subsidiaries of OFC 2. There are various restrictive covenants under the OFC 2 Senior Secured Notes, which include limitations on additional indebtedness of OFC 2 and its wholly owned subsidiaries. Failure to comply with these and other covenants will, subject to customary cure rights, constitute an event of default by OFC 2. In addition, there are restrictions on the ability of OFC 2 to make distributions to its shareholders.
Among other things, the distribution restrictions include a historical debt service coverage ratio requirement of at least 1.2 (on a blended basis for all OFC 2 power plants), measured, at the time of any proposed distribution, over each of the two six-months periods comprised of distinct consecutive fiscal quarters immediately preceding the proposed distribution, and a projected future DSCR requirement of at least 1.5 (on a blended basis for all OFC 2 power plants), measured, at the time of any proposed distribution, over each of the two six-months periods comprised of distinct consecutive fiscal quarters immediately following such proposed distribution. As of December 31, 2019, the covenants have been met.
As of December 31, 2019, $203.0 million of the OFC 2 Senior Secured Notes were outstanding.
The Company provided a guaranty in connection with the issuance of the Series A Notes and Series C Notes. The guaranty may be drawn in the event of, among other things, the failure of any facility financed by the relevant series of OFC 2 Senior Secured Notes to reach completion and meet certain operational performance levels (the “non-performance trigger”) which gives rise to a prepayment obligation on the OFC 2 Senior Secured Notes. The guarantee may also be drawn if there is a payment default on the OFC 2 Senior Secured Notes or upon the occurrence of certain fundamental defaults that result in the acceleration of the OFC 2 Senior Secured Notes, in each case, prior to the date that the relevant facility(ies) financed by such OFC 2 Senior Secured Notes reaches completion and meets the applicable operational performance levels. The Company’s liability under the guaranty with respect to the non-performance trigger is limited to an amount equal to the prepayment amount on the OFC 2 Senior Secured Notes necessary to bring the OFC 2 Issuers into compliance with certain coverage ratios. The Company’s liability under the guarantee with respect to the other trigger event described above is not so limited.
Debt service reserve; other restricted funds
Under the terms of the OFC 2 Senior Secured Notes, OFC 2 is required to maintain a debt service reserve and certain other reserves, as follows:
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(i)
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A debt service reserve account which may be funded by cash or backed by letters of credit (see below) in an amount sufficient to pay scheduled debt service amounts, including principal and interest, due under the terms of the OFC 2 Senior Secured Notes in the following six months. This restricted cash account is classified as current in the consolidated balance sheet. As of December 31, 2019, part of the required debt service reserve was backed by a letter of credit in the amount of $19.5 million (see Note 22).
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(ii)
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A performance level reserve account, intended to provide additional security for the OFC 2 Senior Secured Notes, which may be funded by cash or backed by letters of credit. This reserve builds up over time and reduces gradually each time the project achieves certain milestones. Upon issuance of the Series A Notes, this reserve was funded in the amount of $28.0 million. As of December 31, 2019, the balance of such account was zero million, and no letter of credit was required to be issued.
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(iii)
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Under the terms of the OFC 2 Senior Secured Notes, OFC 2 is also required to maintain a well field drilling and maintenance reserve that builds up over time and is dedicated to costs and expenses associated with drilling and maintenance of the project's well field, which may be funded by cash or backed by letters of credit.
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(iv)
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A performance level reserve account for McGinness Hills Phase II, intended to provide additional security for the OFC 2 Senior Secured Notes, which may be funded by cash or backed by letters of credit. As of December 31, 2019, there was no requirement for an additional security to be issued as the project was completed.
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ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Don A. Campbell Senior Secured Notes — Non-Recourse
On November 29, 2016, ORNI 47 LLC (“ORNI 47”), the Company’s subsidiary, entered into a note purchase agreement (the “ORNI 47 Note Purchase Agreement”) with MUFG Union Bank, N.A., as collateral agent, Munich Reinsurance America, Inc. and Munich American Reassurance Company (the “Purchasers”) pursuant to which ORNI 47 issued and sold to the Purchasers $92.5 million aggregate principal amount of its 4.03% Senior Secured Notes due September 27, 2033 (the “DAC 1 Senior Secured Notes”) in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. ORNI 47 is the owner of the first phase of the Don A. Campbell geothermal power plant (“DAC 1”), and part of the ORPD LLC (“ORPD”) portfolio.
The net proceeds from the sale of the DAC 1 Senior Secured Notes, after deducting certain transaction expenses and the funding of a debt service reserve account, were approximately $87.1 million and ORNI 47 used the proceeds from the sale of the Notes to refinance the development and construction costs of the DAC 1 geothermal power plant, which were originally financed using equity.
ORNI 47 began paying a scheduled amount of principal of the DAC 1 Senior Secured Notes on December 27, 2016 and now makes principal payments quarterly, on the 27th day of each March, June, September and December, until the DAC 1 Senior Secured Notes mature.
The DAC 1 Senior Secured Notes constitute senior secured obligations of ORNI 47 and are secured by all of the assets of ORNI 47. Under the ORNI 47 Note Purchase Agreement, ORNI 47 may prepay at any time all, or from time to time any part of, the DAC 1 Senior Secured Notes in an amount equal to at least $2 million or such lesser amount as may remain outstanding under the DAC 1 Senior Secured Notes at 100% of the principal amount to be prepaid plus the applicable make-whole amount determined for the prepayment date with respect to such principal amount. Upon the occurrence of a Change of Control (as defined in the ORNI 47 Note Purchase Agreement), ORNI 47 must make an offer to each holder of DAC 1 Senior Secured Notes to repurchase all of the holder’s notes at 101% of the aggregate principal amount of such notes to be repurchased plus accrued and unpaid interest, if any, on such notes to, but not including, the date of repurchase. Each holder of DAC 1 Senior Secured Notes may accept such offer in whole or in part. In certain events, including certain asset sales outside the ordinary course of business, ORNI 47 must make mandatory prepayments of the DAC 1 Senior Secured Notes at 100% of the principal amount to be prepaid. The ORNI 47 Note Purchase Agreement requires ORNI 47 to comply with certain covenants, including, among others, restrictions on the incurrence of indebtedness or liens, amendment or modification of material project documents, the ability of ORNI 47 to merge or consolidate with another entity. The ORNI 47 Note Purchase Agreement also contains customary events of default. In addition, there are restrictions on the ability of ORNI 47 to make distributions to its shareholders, which include a required historical and projected DSCR of not less than 1.20 for the four fiscal quarterly periods. As of December 31, 2019, the covenants have been met.
As of December 31, 2019, $78.2 million is outstanding under the DAC 1 Senior Secured Notes.
Loans assumed with the acquisition of USG
On April 24, 2018, the Company completed the acquisition of USG. As part of the acquisition the Company assumed the following non-recourse loans:
Prudential Capital Group – Idaho non-recourse
In May 2016, USG’s wholly owned subsidiary (Idaho USG Holdings LLC) entered into a loan agreement with the Prudential Capital Group to finance its development activities. The original principal totaled $20.0 million and included the option to issue additional debt up to $50.0 million within the following two years. The $20.0 million loan amount bears interest at a fixed interest rate of 5.8% per annum. The principal and interest payments are due semi-annually and the principal is partially repaid during the first seven-year term and the remaining balance of $16.0 million is due in full at the end of this seven-year term. The loan is secured by the Company’s ownership interests in the Neal Hot Springs project and the Raft River project projects. As of December 31, 2019, $18.3 million of the Prudential Capital loan is outstanding.
U.S. Department of Energy – non-recourse
On August 31, 2011, USG’s wholly owned subsidiary, USG Oregon LLC (“USG Oregon”), completed the first funding drawdown associated with the U.S. Department of Energy (“DOE”) $96.8 million loan guarantee (“Loan Guarantee”) to construct its power plant at Neal Hot Springs project in Eastern Oregon. All loan advances covered by the Loan Guarantee have been made under the Future Advance Promissory Note dated February 23, 2011. In connection with the Loan Guarantee, the DOE has been granted a security interest in all of the equity interests of USG Oregon, as well as in the assets of USG Oregon, including a mortgage on real property interests relating to the Neal Hot Springs site. No additional advances are allowed under the terms of the loan. A total of 13 draws were taken and each individual draw or tranche is considered to be a separate loan. The loan principal is scheduled to be paid over 21.5 years from the first scheduled payment date with semi-annual installments including interest calculated at an aggregate fixed interest rate of 2.6%. The principal payment amounts are calculated on a straight-line basis according to the life of the loans and the original loan principal amounts. As of December 31, 2019, $44.9 million of the DOE loan is outstanding.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Prudential Capital Group – Nevada non-recourse
On September 26, 2013, USG’s wholly owned subsidiary (USG Nevada LLC) entered into a note purchase agreement with the Prudential Capital Group to finance the Phase I of San Emidio geothermal project located in northwest Nevada. The term of the note is approximately 24 years and bears interest at a fixed rate of 6.75% per annum. Interest payments are due quarterly. Principal payments are due quarterly based upon minimum debt service coverage ratios established according to projected operating results made at the loan origination date and available cash balances. The loan agreement is secured by USG Nevada LLC’s right, title and interest in and to its real and personal property, including the San Emidio project and the equity interests in USG Nevada LLC. As of December 31, 2019, $27.1 million of the loan is outstanding.
Senior Unsecured Bonds
In September 2016, the Company concluded an auction tender and accepted subscriptions for two series of senior unsecured bonds comprised of approximately $67.0 million aggregate principal amount of senior unsecured bonds (the “Series 2 Bonds”) and approximately $137.0 million aggregate principal amount of senior unsecured bonds (the “Series 3 Bonds” and together with the Series 2 Bonds, the “Senior Unsecured Bonds”). The proceeds from the Series 2 Bonds and Series 3 Bonds were used on September 29, 2016 to prepay the Company’s $250.0 million aggregate principal amount of previously issued bonds that were payable on August 1, 2017.
The Series 2 Bonds will mature in September 2020 and bear interest at a fixed rate of 3.7% per annum, payable semi-annually. The Series 3 Bonds will mature in September 2022 and bear interest at a fixed rate of 4.45% per annum, payable semi-annually. The Series 2 Bonds and Series 3 Bonds will be repaid at maturity in a single bullet payment, unless earlier prepaid by the Company pursuant to the terms and conditions of the trust instrument that governs such Senior Unsecured Bonds.
Senior Unsecured Loan
On March 22, 2018 the Company entered into a definitive loan agreement (the "Migdal Loan Agreement") with Migdal Insurance Company Ltd., Migdal Makefet Pension and Provident Funds Ltd. and Yozma Pension Fund of Self-Employed Ltd., all entities within the Migdal Group, a leading Israeli insurance company and institutional investor in Israel. The Migdal Loan Agreement provides for a loan by the lenders to the Company in an aggregate principal amount of $100.0 million (the "Migdal Loan"). The Migdal Loan will be repaid in 15 semi-annual payments of $4.2 million each, commencing on September 15, 2021, with a final payment of $37.0 million on March 15, 2029. The Migdal Loan bears interest at a fixed rate of 4.8% per annum, payable semi-annually, subject to adjustment in certain circumstances as described below.
The Loan is subject to early redemption by the Company prior to maturity from time to time (but not more frequently than once per quarter) and at any time in whole or in part, at a redemption price set forth in the Migdal Loan Agreement. If the rating of the Company is downgraded to "ilA-"(or equivalent), of any of Standard and Poor’s, Moody’s or Fitch (whenever in Israel or outside of Israel) (each a “Credit Rating Agency”), the interest rate applicable to the Migdal Loan will increase by 0.50%. If the rating of the Company is further downgraded to a lower level by any Credit Rating Agency, the interest rate applicable to the Migdal Loan will be increased by 0.25% for each additional downgrade. In no event will the cumulative increase in the interest rate applicable to the Loan exceed 1% regardless of the cumulative rating downgrade. A subsequent upgrade or reinstatement of a rating by any Credit Rating Agency will reduce the interest rate applicable to the Migdal Loan by 0.25% for each upgrade (but in no event will the interest rate applicable the Migdal Loan fall below the base interest rate of 4.8%). Additionally, if the ratio between short-term and long-term debt to financial institutions and bondholders, deducting cash and cash equivalents to EBITDA is equal to or higher than 4.5, the interest rate on all amounts then outstanding under the Migdal Loan shall be increased by 0.5% per annum over the interest rate then-applicable to the Migdal Loan.
The Migdal Loan constitutes senior unsecured indebtedness of the Company and will rank equally in right of payment with any existing and future senior unsecured indebtedness of the Company, and effectively junior to any existing and future secured indebtedness, to the extent of the security therefore.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Migdal Loan Agreement includes various affirmative and negative covenants, including a covenant that the Company maintain (i) a debt to adjusted EBITDA ratio below 6, (ii) a minimum equity amount (as shown on its consolidated financial statements, excluding noncontrolling interests) of not less than $650 million, and (iii) an equity attributable to Company's stockholders to total assets ratio of not less than 25%. In addition, the Migdal Loan Agreement restricts the Company from making dividend payments if its equity falls below $800 million and otherwise restricts dividend payments in any one year to not more than 50% of the net income of the Company of such year as shown on the Company’s consolidated annual financial statements as long as any of the Company's bonds issued in Israel prior to March 27, 2018 remain outstanding. The Migdal Loan Agreement includes other customary affirmative and negative covenants and events of default.
On March 25, 2019, the Company entered into a first addendum (“First Addendum”) to the Migdal Loan Agreement with the Migdal Group dated March 22, 2018. The First Addendum provides for an additional loan by the lenders to the Company in an aggregate principal amount of $50.0 million (the “Additional Migdal Loan”). The Additional Migdal Loan will be repaid in 15 semi-annual payments of $2.1 million each, commencing on September 15, 2021, with a final payment of $18.5 million on March 15, 2029. The Additional Migdal Loan bears interest at a fixed rate of 4.6% per annum, payable semi-annually, subject to adjustment in certain circumstances as described below. The Additional Migdal Loan was entered into under substantially the same terms and conditions of the Migdal Loan Agreement as disclosed above.
Loan Agreements with DEG (the Olkaria III Complex)
On October 20, 2016, OrPower 4 entered into a new $50.0 million subordinated loan agreement with DEG (the “DEG 2 Loan Agreement”) and on December 21, 2016, OrPower 4 completed a drawdown of the full loan amount of $50 million, with a fixed interest rate of 6.28% for the duration of the loan (the “DEG 2 Loan”). The DEG 2 Loan is being repaid in 20 equal semi-annual principal installments which commenced on December 21, 2018, with a final maturity date of June 21, 2028. Proceeds of the DEG 2 Loan were used by OrPower 4 to refinance Plant 4 of the Olkaria III Complex, which was originally financed using equity. The DEG 2 Loan is subordinated to the senior loan provided by OPIC for Plants 1-3 of the Olkaria III Complex. The DEG 2 Loan is guaranteed by the Company.
Under the DEG 2 Loan Agreement, OrPower 4 may prepay at any time all, or from time to time any part of the DEG 2 Loan in an amount equal to at least $5 million or such lesser amount as may remain outstanding under the DEG 2 Loan at 100% of the principal amount to be prepaid plus the applicable make-whole amount and certain prepayment premium amount determined for the prepayment date with respect to such principal amount. In certain events, OrPower 4 must make mandatory prepayments of the DEG 2 Loan at 100% of the principal amount to be prepaid plus the applicable make-whole amount and certain prepayment premium amount determined for the prepayment date with respect to such principal amount. The DEG 2 Loan Agreement requires OrPower 4 to comply with certain covenants, including, among others, restrictions on the incurrence of indebtedness or liens. The DEG 2 Loan Agreement also contains customary events of default.
As of December 31, 2019, $42.5 million is outstanding under the DEG 2 Loan.
DEG 3 Loan
On January 4, 2019, OrPower 4 entered into an additional $41.5 million subordinated loan agreement with Deutsche Investitions-und Entwicklungsgesellschaft mbH ("DEG") (the “DEG 3 Loan Agreement”) and on February 28, 2019, OrPower 4 completed a drawdown of the full loan amount, with a fixed interest rate of 6.04% for the duration of the loan (the “DEG 3 Loan”). The DEG 3 Loan is being repaid in 19 equal semi-annual principal installments, which commenced on June 21, 2019, with a final maturity date of June 21, 2028. Proceeds of the DEG 3 Loan were used by OrPower 4 to refinance upgrades to Plant 1 of the Olkaria III Complex, which were originally financed using equity. The DEG 3 Loan is subordinated to the senior loan provided by Overseas Private Investment Corporation (“OPIC”) for Plants 1-3 of the Olkaria III Complex. The DEG 3 Loan is guaranteed by the Company.
As of December 31, 2019, $37.1 million is outstanding under the DEG 3 Loan.
Plumstriker Loan
On May 4, 2019, a wholly owned indirect subsidiary of the Company (“Plumstriker”) and its two subsidiaries entered into a $23.5 million loan agreement with a United States (“U.S.”) financing division of a leading global industrial company for the financing of two 20 MW battery energy storage projects located in New Jersey.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On May 30, 2019, Plumstriker completed the drawdown of the full loan amount, bearing interest of three months U.S. Libor plus a 3.5% margin. The loan is being repaid in 29 equal quarterly principal installments of 1.25% of the loan, and additional 14 unequal semi-annual principal payments, which commenced on June 30, 2019. The final maturity date of the loan is May 30, 2026. Proceeds of the loan were used to refinance investments in the Plumsted and Stryker projects. The debt repayment of the loan is not guaranteed by the Company or any of its subsidiaries.
As of December 31, 2019, $21.6 million is outstanding under the Plumstriker Loan.
Société Géneralé Loan
On April 9, 2019, an indirect subsidiary of the Company (“Guadeloupe”), entered into a $8.9 million loan agreement with Société Général. On April 29, 2019, Guadeloupe completed the drawdown of the full loan amount of the loan, bearing a fixed interest rate of 1.52%. The loan is being repaid in 28 quarterly principal installments, which commenced on July 29, 2019. The final maturity date of the loan is April 29, 2026. The loan has a limited guarantee by one of the Company’s subsidiaries.
As of December 31, 2019, $8.4 million was outstanding under the Société Géneralé Loan.
Bpifrance Loan
On April 4, 2019, Guadeloupe, entered into a $8.9 million loan agreement with Banque Publique d’Investissement (“Bpifrance”). On April 29, 2019, Guadeloupe completed the drawdown of the full loan amount, bearing a fixed interest rate of 1.93%. The loan will be repaid in 20 equal quarterly principal installments, commencing June 30, 2021. The final maturity date of the loan is March 31, 2026. The loan is not guaranteed by the Company or any of its other subsidiaries.
As of December 31, 2019, $9.0 million is outstanding under the Bpifrance Loan.
Revolving credit lines with commercial banks
As of December 31, 2019, the Company has credit agreements with eight commercial banks for an aggregate amount of $505.0 million (including $60.0 million from Union Bank, N.A. (“Union Bank”) and $35.0 million from HSBC), as described below. Under the terms of these credit agreements, the Company, or its Israeli subsidiary, Ormat Systems Ltd. (“Ormat Systems), can request: (i) extensions of credit in the form of loans and/or the issuance of one or more letters of credit in the amount of up to $260.0 million; and (ii) the issuance of one or more letters of credit in the amount of up to $245.0 million. The credit agreements mature between end of March 2020 and July 2022. Loans and draws under the credit agreements or under any letters of credit will bear interest at the respective bank’s cost of funds plus a margin.
As of December 31, 2019, $40.6 million in loans were outstanding and letters of credit with an aggregate stated amount of $213.7 million were issued and outstanding under such credit agreements.
Credit Agreements
Credit agreement with Union Bank
In February 2012, Ormat Nevada Inc. (“Ormat Nevada”), the Company’s wholly owned subsidiary, entered into an amended and restated credit agreement with Union Bank. Under the credit agreement, the credit termination date is June 30, 2020. On December 31, 2019, the aggregate amount available under the credit agreement was $60.0 million. The facility is limited to the issuance, extension, modification or amendment of letters of credit. Union Bank is currently the sole lender and issuing bank under the credit agreement, but is also designated as an administrative agent on behalf of banks that may, from time to time in the future, join the credit agreement as lenders. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured.
There are various restrictive covenants under the credit agreement, which include a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0. As of December 31, 2019: (i) the actual 12-month debt to EBITDA ratio was 2.1; (ii) the 12-month DSCR was 2.87; and (iii) the distribution leverage ratio was 1.0. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of Union Bank.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2019, letters of credit in the aggregate amount of $59.5 million remain issued and outstanding under this credit agreement with Union Bank.
Credit agreement with HSBC
In May 2013, Ormat Nevada, entered into a credit agreement with HSBC Bank USA, N.A for one year with annual renewals. The current expiration date of the facility under this credit agreement is October 31, 2020. On December 31, 2019, the aggregate amount available under the credit agreement was $35.0 million. Other than $10 million of this credit facility which may be drawn for the Company's working capital needs, this credit line is limited to the issuance, extension, modification or amendment of letters of credit. HSBC is currently the sole lender and issuing bank under the credit agreement, but is also designated as an administrative agent on behalf of banks that may, from time to time in the future, join the credit agreement as parties thereto. In connection with this transaction, the Company entered into a guarantee in favor of the administrative agent for the benefit of the banks, pursuant to which the Company agreed to guarantee Ormat Nevada’s obligations under the credit agreement. Ormat Nevada’s obligations under the credit agreement are otherwise unsecured.
There are various restrictive covenants under the credit agreement, including a requirement to comply with the following financial ratios, which are measured quarterly: (i) a 12-month debt to EBITDA ratio not to exceed 4.5; (ii) 12-month DSCR of not less than 1.35; and (iii) distribution leverage ratio not to exceed 2.0. As of December 31, 2019: (i) the actual 12-month debt to EBITDA ratio was 2.1; (ii) the 12-month DSCR was 2.87; and (iii) the distribution leverage ratio was 1.0. In addition, there are restrictions on dividend distributions in the event of a payment default or noncompliance with such ratios, and subject to specified carve-outs and exceptions, a negative pledge on the assets of Ormat Nevada in favor of HSBC.
As of December 31, 2019, letters of credit in the aggregate amount of $25.5 million remain issued and outstanding under this credit agreement.
CHUBB Surety Bond
In May 2017, the Company entered into a surety bond agreement (the “Surety Agreement”) with Chubb Limited (“Chubb”) pursuant to which the Company may request that Chubb issue up to an aggregate $200.0 million of surety bonds with respect to the contractual obligations of the Company and its subsidiaries in exchange for bank letters of credit or as otherwise may be required. There is no expiration date for the Surety Agreement, but it may be terminated by the Company at any time upon twenty days’ prior written notice to Chubb. Delivery of such termination notice will not affect any surety bonds issued and outstanding prior to the date on which such notice is delivered. As of December 31, 2019, Chubb issued a surety bond in the amount of $144.8 million under the Surety Agreement.
Short-term commercial paper
On June 27, 2019, the Company entered into a framework agreement for participation in the issuance of commercial paper (the "Agreement") with Discount Capital Underwriting Ltd. under which the Company allowed the participants to submit proposals for purchasing and to purchase the Company's commercial paper ("Commercial Paper") in accordance with the provisions of the Agreement. On July 3, 2019, the Company completed the issuance of the Commercial Paper in the aggregate amount of $50.0 million. The Commercial Paper was issued for a period of 90 days and extends automatically for additional 90 day periods for up to five years, unless the Company notifies the participants otherwise or a notice of termination is provided by the participants in accordance with the provisions of the Agreement. The Commercial Paper bears an annual interest of three months LIBOR +0.75% which is paid at the end of each 90 day period. The Commercial Paper is presented under Current liabilities in the Consolidated Balance Sheets.
As of December 31, 2019, an aggregate amount of $50.0 million was issued and outstanding under this Agreement.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restrictive covenants
The Company’s obligations under the credit agreements, the loan agreements, and the trust instrument governing the bonds, described above, are unsecured, but are subject to a negative pledge in favor of the banks and the other lenders and certain other restrictive covenants. These include, among other things, a prohibition on: (i) creating any floating charge or any permanent pledge, charge or lien over the Company's assets without obtaining the prior written approval of the lender; (ii) guaranteeing the liabilities of any third party without obtaining the prior written approval of the lender; and (iii) selling, assigning, transferring, conveying or disposing of all or substantially all of the Company's assets, or a change of control in the Company's ownership structure. Some of the credit agreements, the term loan agreements, as well as the trust instrument contain cross-default provisions with respect to other material indebtedness owed by us to any third party. In some cases, the Company has agreed to maintain certain financial ratios, which are measured quarterly, such as: (i) equity of at least $600.0 million and in no event less than 25% of total assets; (ii) 12-month debt, net of cash, cash equivalents marketable securities and short-term bank deposits to Adjusted EBITDA ratio not to exceed 6; and (iii) dividend distribution not to exceed 35% of net income for that year. As of December 31, 2019: (i) total equity was $1,515.4 million and the actual equity to total assets ratio was 46.6%, and (ii) the 12-month debt, net of cash, cash equivalents marketable securities and short-term bank deposits to Adjusted EBITDA ratio was 2.99. During the year ended December 31, 2019, the Company distributed interim dividends in an aggregate amount of $22.4 million.
Future minimum payments
Future minimum payments under long-term debt as of December 31, 2019 are as follows:
|
|
(Dollars in
thousands)
|
|
|
|
|
|
|
Year ending December 31:
|
|
|
|
|
2020
|
|
$
|
135,504
|
|
2021
|
|
|
76,259
|
|
2022
|
|
|
220,677
|
|
2023
|
|
|
98,982
|
|
2024
|
|
|
78,600
|
|
Thereafter
|
|
|
557,890
|
|
Total
|
|
$
|
1,167,912
|
|
NOTE 12 — PUNA POWER PLANT TRANSACTIONS
In 2005, the Company’s wholly owned subsidiary in Hawaii, Puna Geothermal Ventures (“PGV”), entered into lease transactions involving the original geothermal power plant of the Puna complex located on the Big Island (the “Puna Power Plant”).
In December 2019, PGV and HELCO executed an amended and restated PPA for power sold from the Puna complex power plant. The new PPA extends the term until 2052 with an increased contract capacity of 46 MW and a fixed price of $70 per MWh with no escalation all energy purchased during any contract year up to 227,000 MWh and $40 per MWh above 227,000 MWh. In addition, annual capacity payments under the contract are expected to be approximately $19.5 million. The amended and restated PPA was filed with the Public Utilities Commission on December 31, 2019.
In connection with the execution of the amended and restated PPA, the Company paid $20.5 million to effectively terminate the lease transactions involving the original power plant which gives the Company the ability to satisfy its obligations under the new PPA. The Company recorded this payment under deposits and other in its consolidated balance sheets as an incremental cost in obtaining the new amended and restated PPA as described above. As a result, the Company has no obligation for future minimum payments as of December 31, 2019.
Prior to the amended and restated PPA, PGV leased the Puna Power Plant to an unrelated company under a 31-year head lease (the “Head Lease”) in return for prepaid lease payments in the total amount of $83.0 million (the “Deferred Lease Income”). The unrelated company (the “Lessor”) simultaneously leased back the Puna Power Plant to PGV under a 23-year lease (the “Project Lease”). PGV’s rent obligations under the Project Lease were paid solely from revenues generated by the Puna Power Plant under a PPA that PGV had with HELCO. The Head Lease and the Project Lease were non-recourse lease obligations to the Company. PGV’s rights in the geothermal resource and the related PPA were not leased to the Lessor as part of the Head Lease but are part of the Lessor’s security package.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Head Lease and the Project Lease were accounted for separately. Each was classified as an operating lease in accordance with the accounting standards for leases. The Project Lease transaction was included in the initial recognition of operating leases right of use asset and liability on the consolidated balance sheets as of January 1, 2019 as further described under Note 1 to the consolidated financial statements under the caption New Accounting Pronouncements, Leases. The Deferred Lease Income was amortized into revenue using the straight-line method, over the 31-year term of the Head Lease. Deferred transaction costs amounting to $4.2 million were amortized using the straight-line method, over the 23-year term of the Project Lease. The carrying value of the leased assets as of December 31, 2018 was $19.7 million, net of accumulated depreciation of $33.1 million.
NOTE 13 —TAX MONETIZATION TRANSACTIONS
McGinness Hills 3 tax monetization transaction
On August 14, 2019, one of the Company’s wholly-owned subsidiaries that indirectly owns the 48 MW McGinness Hills phase 3 geothermal power plant entered into a partnership agreement with a private investor. Under the transaction documents, the private investor acquired membership interests in the McGinness Hills phase 3 geothermal power plant for an initial purchase price of approximately $59.3 million and for which it will pay additional installments that are expected to amount to approximately $9 million and can reach up to $22 million based on the actual generation. The Company will continue to consolidate, operate and maintain the power plant and will receive substantially all the distributable cash flow generated by the power plant and the private investor will receive substantially all of the tax attributes, as described below.
Pursuant to the transaction documents, prior to December 31, 2027 (“Target Flip Date”), one of the Company’s wholly owned subsidiary receives substantially all of the distributable cash flow generated by the McGinness Hills phase 3 power plant, while the private investor receives substantially all of the tax attributes of the project. Following the later of the Target Flip Date and the date on which the private investor reaches its target return, the Company will receive 97.5% of the distributable cash generated by the power plant and 95.0% of the tax attributes, on a go forward basis. In the event that the private investor will not reach its target return by the Target Flip Date, then for the period between the Target Flip Date and the date on which the private investor reaches its target return, the private investor will receive 100% of the distributable cash generated by the power plant and 99% of the tax attributes as long as the project is generating PTCs (and 5% of the tax attributes afterwards).
On the Target Flip Date, the Company, through one of its wholly-owned subsidiaries, has the option to purchase the private investor’s interests at the then-current fair market value, plus an amount that causes the private investor to reach its target return, if needed. If the Company exercises this purchase option, it will become the sole owner of the project again.
Tungsten Mountain partnership transaction
On May 17, 2018, one of the Company’s wholly-owned subsidiaries that indirectly owns the 26 MW Tungsten Mountain Geothermal power plant entered into a partnership agreement with a private investor. Under the transaction documents, the private investor acquired membership interests in the Tungsten Mountain Geothermal power plant project for an initial purchase price of approximately $33.4 million and for which it will pay additional installments that are expected to amount to approximately $13 million. The Company will continue to operate and maintain the power plant and will receive substantially all the distributable cash flow generated by the power plant, as described below.
Under the transaction documents, prior to December 31, 2026 (“Target Flip Date”), the Company’s wholly-owned subsidiary, Ormat Nevada Inc. ("Ormat Nevada"), receives substantially all of the distributable cash flow generated by the project, while the private investor receives substantially all of the tax attributes of the project. Following the later of the Target Flip Date and the date on which the private investor reaches its target return, Ormat Nevada will receive 97.5% of the distributable cash and 95.0% of the taxable income, on a go forward basis. In the event that the private investor will not reach its target return by the Target Flip Date, then for the period between the Target Flip Date and the date on which the private investor reaches its target return, the private investor will receive 100% of the distributable cash generated by the power plant and 99% of the tax attributes as long as the project is generating PTCs (and 5% of the tax attributes afterwards).
On the Target Flip Date, Ormat Nevada has the option to purchase the private investor’s interests at the then-current fair market value, plus an amount that causes the private investor to reach its target return, if needed. If Ormat Nevada exercises this purchase option, it will become the sole owner of the project again.
Opal Geo Transaction
On December 16, 2016, Ormat Nevada entered into an equity contribution agreement (the “Equity Contribution Agreement”) with OrLeaf LLC (“OrLeaf”) and JPM with respect to Opal Geo. Also on December 16, 2016, OrLeaf, a newly formed limited liability company formed by Ormat Nevada and ORPD LLC, entered into an amended and restated limited liability company agreement of Opal Geo (the “LLC Agreement”) with JPM. The transactions contemplated by the Equity Contribution Agreement and LLC Agreement will allow the Company to monetize federal PTCs and certain other tax benefits relating to the operation of five geothermal power plants located in Nevada.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In connection with the transactions contemplated by the Equity Contribution Agreement and the LLC Agreement, Ormat Nevada transferred its indirect ownership interest in the McGinness Hills (Phase I and Phase II), Tuscarora, Jersey Valley and second phase of the Don A. Campbell (“DAC 2”) geothermal power plants to Opal Geo. Prior to such transfer, Ormat Nevada held an approximately 63.25% indirect ownership interest in DAC 2 through ORPD LLC, a joint venture between Ormat Nevada and Northleaf Geothermal Holdings LLC (“Northleaf”), an affiliate of Northleaf Capital Partners, and held, directly or indirectly, a 100% ownership interest in the remaining geothermal power plants that were transferred to Opal Geo.
Pursuant to the Equity Contribution Agreement, JPM contributed approximately $62.1 million to Opal Geo in exchange for 100% of the Class B Membership Interests of Opal Geo. JPM also agreed to make deferred capital contributions to Opal Geo based on the amount of electricity generated by the DAC 2 and McGinness Hills Phase II power plants which are eligible for the federal PTC. The Company expects the aggregate amount of JPM’s deferred capital contributions to equal approximately $21 million and to be paid over time covering the period through December 31, 2022.
Under the LLC Agreement, until December 31, 2022, OrLeaf will receive distributions of 97.5% of any distributable cash generated by operation of the power plants while JPM will receive distributions of 2.5% of any distributable cash generated by operation of the power plants. Unless JPM has already achieved its target internal rate of return on its investment in Opal Geo, from December 31, 2022 until JPM has achieved its target internal rate of return, JPM will receive 100% of any distributable cash generated by operation of the power plants. Thereafter, OrLeaf will receive distributions of 97.5%, and JPM will receive 2.5%, of any distributable cash generated by operation of the power plants.
Under the LLC Agreement, all items of Opal Geo income and loss, gain, deduction and credit (including the federal production tax credits relating to the operation of the two PTC eligible power plants) will be allocated, until JPM has achieved its target internal rate of return on its investment in Opal Geo (and for so long as the two PTC eligible power plants are generating PTCs), 99% to JPM and 1% to OrLeaf, or 5% to JPM and 95% to OrLeaf if PTCs are no longer available to either of the two PTC eligible power plants. Once JPM achieves its target internal rate of return, all items of Opal Geo income and loss, gain, deduction and credit will be allocated 5% to JPM and 95% to OrLeaf.
Under the LLC Agreement, OrLeaf, which owns 100% of the Class A Membership Interests in Opal Geo, will serve as the managing member of Opal Geo and control the day-to-day management of Opal Geo and its portfolio of five power plants. However, in certain limited circumstances (such as bankruptcy of Orleaf, fraud or gross negligence by OrLeaf) JPM may remove OrLeaf as the managing member of Opal Geo. JPM, as the Class B Member of Opal Geo, has consent and approval rights with respect to certain items that are designated as major decisions for Opal Geo and the five power plants. In addition, by virtue of certain provisions in OrLeaf’s own limited liability company agreement, and consistent with the ORPD LLC formation documents, Northleaf has similar consent and approval rights with respect to OrLeaf’s determination of major decisions pertaining to the DAC 2 power plant. In both cases, these major decisions are generally equivalent to customary minority protection rights. As a result, the Company’s wholly owned subsidiary, Ormat Nevada, which serves as the managing member of OrLeaf and as the managing member of ORPD LLC, will effectively retain the day-to-day control and management of Opal Geo and its portfolio of five power plants.
The LLC Agreement contains certain customary restrictions on transfer applicable to both OrLeaf and JPM with respect to their respective Membership Interests in Opal Geo, and also provides OrLeaf with a right of first offer in the event JPM desires to transfer any of its Class B Membership Interests, pursuant to which OrLeaf may purchase such Class B Membership Interests. The LLC Agreement also provides OrLeaf with the option to purchase all of the Class B Membership Interests on either December 31, 2022 or the date that is 9 years after the closing date under the Equity Contribution Agreement at a price equal to the greater of (i) the fair market value of the Class B Membership Interests as of the date of purchase (subject to certain adjustments) and (ii) $3 million.
Pursuant to the Equity Contribution Agreement, the Company has provided a guaranty for the benefit of JPM of certain of OrLeaf’s indemnification obligations to JPM under the LLC Agreement. In addition, Ormat Nevada also provided a guaranty for the benefit of JPM of all present and future payment and performance obligations of OrLeaf under the LLC Agreement and each ancillary document to which OrLeaf is a party.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JPM’s approximately $62.1 million capital contribution to Opal Geo was recorded as a $3.7 million allocation to noncontrolling interests and a $58.5 million allocation to liability associated with sale of tax benefits as described in Note 1. JPM also agreed to make deferred capital contributions to Opal Geo based on the amount of electricity generated by the DAC 2 and McGinness Hills Phase II power plants which are eligible for the federal PTC.
Other completed tax monetization transactions
On May 31, 2017, the Company’s partners JPM and Morgan Stanley achieved their target after-tax yield on its investment in OPC and on October 31, 2017, Ormat Nevada purchased all of the Class B membership units in OPC from JPM and Morgan Stanley for $1.9 million. As a result, Ormat Nevada is now the sole owner of all of the economic and voting interests in OPC and continues to consolidate OPC in its financial statements. The purchase of Class B membership units of OPC was recorded in equity as a reduction of $6.5 million to Noncontrolling Interest with the surplus of $8.5 million charged to Additional Paid-in Capital.
In March 2017, JPM achieved its target after-tax yield on its investment in ORTP and on July 10, 2017, 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 of $7.0 million with the surplus of $2.9 million charged to Additional Paid-in Capital.
NOTE 14 — ASSET RETIREMENT OBLIGATION
The following table presents a reconciliation of the beginning and ending aggregate carrying amount of asset retirement obligation for the years presented below:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
Balance at beginning of year
|
|
$
|
39,475
|
|
|
$
|
27,110
|
|
Revision in estimated cash flows
|
|
|
(335
|
)
|
|
|
(258
|
)
|
Liabilities incurred and acquired
|
|
|
8,334
|
|
|
|
10,149
|
|
Accretion expense
|
|
|
2,709
|
|
|
|
2,474
|
|
Balance at end of year
|
|
$
|
50,183
|
|
|
$
|
39,475
|
|
NOTE 15 — STOCK-BASED COMPENSATION
The Company makes an estimate of expected forfeitures and recognizes compensation costs only for those stock-based awards expected to vest. As of December 31, 2019, the total future compensation cost related to unvested stock-based awards that are expected to vest is $8.4 million, which will be recognized over a weighted average period of 1.2 years.
During the years ended December 31, 2019, 2018 and 2017, the Company recorded compensation related to stock-based awards as follows:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
Cost of revenues
|
|
$
|
3,633
|
|
|
$
|
3,488
|
|
|
$
|
3,369
|
|
Selling and marketing expenses
|
|
|
4,810
|
|
|
|
792
|
|
|
|
452
|
|
General and administrative expenses
|
|
|
916
|
|
|
|
5,938
|
|
|
|
4,939
|
|
Total stock-based compensation expense
|
|
|
9,359
|
|
|
|
10,218
|
|
|
|
8,760
|
|
Tax effect on stock-based compensation expense
|
|
|
736
|
|
|
|
668
|
|
|
|
604
|
|
Net effect of stock-based compensation expense
|
|
$
|
8,623
|
|
|
$
|
9,550
|
|
|
$
|
8,156
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the fourth quarter of 2019, 2018 and 2017, the Company evaluated the trends in the stock-based award forfeiture rate and determined that the actual rates are 10.7%, 5.3% and 1.1%, respectively. This represents an increase of 101.9%, an increase of 381.8%, and a decrease of 89.3%, respectively, from prior estimates. As a result of the change in the estimated forfeiture rate, there was an immaterial impact on stock-based compensation expense for each of the respective periods.
Valuation assumptions
The Company estimates the fair value of the stock-based awards using the Exercise Multiple-Based Lattice Model as it enables a degree of accounting for the complexities of option valuation and reduces the probability of a measurement error. The dividend yield forecast is expected to be 20% of the Company’s yearly net profit, which is equivalent to a 0.7% yearly weighted average dividend rate in the year ended December 31, 2019. The risk-free interest rate was based on the yield from U.S. constant treasury maturities bonds with an equivalent term. The forfeiture rate is based on trends in actual stock-based awards forfeitures.
The Company calculated the fair value of each stock-based award on the date of grant based on the following assumptions:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
For stock based awards issued by the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rates
|
|
|
1.8
|
%
|
|
|
2.8
|
%
|
|
|
1.9
|
%
|
Expected lives (in weighted average years)
|
|
|
3.5
|
|
|
|
3.5
|
|
|
|
3.1
|
|
Dividend yield
|
|
|
0.7
|
%
|
|
|
0.9
|
%
|
|
|
0.62
|
%
|
Expected volatility (weighted average)
|
|
|
25.1
|
%
|
|
|
25.5
|
%
|
|
|
27.2
|
%
|
The Company estimated the forfeiture rate (on a weighted average basis) as follows:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average forfeiture rate
|
|
|
8.6
|
%
|
|
|
3.1
|
%
|
|
|
—
|
%
|
Stock-based awards
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 units ("RSUs"), 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 2012 Incentive Plan, a total of 4,000,000 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 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. Restricted stock units granted to directors and members of senior management vest according to a vesting schedule as follows: for the directors, 100% on the first anniversary of the grant date and for members of senior management, 25% on each of the first, second, third and fourth anniversaries of 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 issued in respect of awards under the 2012 Incentive Plan are issued from the Company’s authorized share capital upon exercise of options or SARs. The 2012 Incentive Plan expired in May 2018 upon adoption of the 2018 Incentive Compensation Plan (“2018 Incentive Plan”), except as to stock-based awards outstanding under the 2012 Incentive Plan on that date.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The 2018 Incentive Compensation Plan
In May 2018, the Company held its 2018 Annual Meeting of Stockholders at which the Company's stockholders approved the 2018 Incentive Plan. The 2018 Incentive Plan provides for the grant of the following types of awards: incentive stock options, RSUs, 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 2018 Incentive Plan, a total of 5,000,000 shares of the Company’s common stock were authorized and reserved for issuance, all of which could be issued as options or as other forms of awards. SARs and RSUs granted to employees under the 2018 Incentive Plan typically vest and become exercisable as follows: 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date. SARs and Restricted stock units granted to directors under the 2018 Incentive Plan typically vest and become exercisable (100%) on the first anniversary of 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 issued in respect of awards under the 2018 Incentive Plan are issued from the Company’s authorized share capital upon exercise of options or SARs.
On November 7, 2019, the Company granted its directors an aggregate of 11,495 SARs and 9,420 RSUs under the Company’s 2018 Incentive Plan. The exercise price of each SAR was $76.87 which represented the fair market value of the Company’s common stock on the grant date. The SARs will expire six years from date of grant and both the SARs and RSUs will fully vest on the first anniversary of the grant date.
The fair value of each SAR and RSU for the directors on the grant date was $19.8 and $76.4, respectively. The Company calculated the fair value of each SAR on the grant date using the Exercise Multiple-Based Lattice Pricing model based on the following assumptions:
Risk-free interest rate
|
|
|
1.79
|
%
|
Expected life (in years)
|
|
|
3.5
|
|
Dividend yield
|
|
|
0.57
|
%
|
Expected volatility
|
|
|
24.80
|
%
|
Forfeiture rate for directors
|
|
|
0.0
|
%
|
Sub-Optimal Exercise Factor for directors
|
|
|
2.8
|
|
Information on the awards outstanding and the related weighted average exercise price as of and for the years ended December 31, 2019, 2018 and 2017 are presented in the table below:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
Awards
(In thousands)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Awards
(In thousands)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Awards
(In thousands)
|
|
|
Weighted
Average
Exercise
Price
|
|
Outstanding at beginning of year
|
|
|
2,527
|
|
|
$
|
46.77
|
|
|
|
1,548
|
|
|
$
|
41.35
|
|
|
|
2,565
|
|
|
$
|
33.36
|
|
Granted, at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
30
|
|
|
|
57.97
|
|
SARs*
|
|
|
38
|
|
|
|
69.13
|
|
|
|
1,172
|
|
|
|
53.87
|
|
|
|
132
|
|
|
|
62.55
|
|
RSUs**
|
|
|
9
|
|
|
|
—
|
|
|
|
74
|
|
|
|
—
|
|
|
|
23
|
|
|
|
—
|
|
Exercised
|
|
|
(711
|
)
|
|
|
37.83
|
|
|
|
(203
|
)
|
|
|
29.75
|
|
|
|
(1,181
|
)
|
|
|
25.92
|
|
Forfeited
|
|
|
(71
|
)
|
|
|
50.59
|
|
|
|
(64
|
)
|
|
|
45.73
|
|
|
|
(21
|
)
|
|
|
46.15
|
|
Expired
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Outstanding at end of year
|
|
|
1,792
|
|
|
|
50.39
|
|
|
|
2,527
|
|
|
|
46.77
|
|
|
|
1,548
|
|
|
|
41.35
|
|
Options and SARs exercisable at end of year
|
|
|
479
|
|
|
|
48.35
|
|
|
|
846
|
|
|
|
42.06
|
|
|
|
431
|
|
|
|
32.61
|
|
Weighted-average fair value of options and SARs granted during the year
|
|
|
|
|
|
$
|
29.24
|
|
|
|
|
|
|
$
|
16.45
|
|
|
|
|
|
|
$
|
22.82
|
|
*
|
Upon exercise, SARs entitle the recipient to receive shares of common stock equal to the increase in value of the award between the grant date and the exercise date.
|
**
|
An RSU represents the right to receive one share of common stock once certain vesting conditions are met. The value of an RSU is identical to the value of the underlying stock.
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2019, 3,584,485 shares of the Company’s common stock are available for future grants under the 2018 Incentive Plan. No shares of the Company’s common stock are available for future grants under the 2012 Incentive Plan as of such date.
The following table summarizes information about stock-based awards outstanding at December 31, 2019 (shares in thousands):
|
|
|
|
Awards Outstanding
|
|
|
Awards Exercisable
|
|
Exercise Price
|
|
|
Number of
Stock-based
Awards
Outstanding
|
|
|
Weighted
Average
Remaining
Contractual
Life in Years
|
|
|
Aggregate
Intrinsic Value
|
|
|
Number of
Stock-based
Awards
Exercisable
|
|
|
Weighted
Average
Remaining
Contractual
Life in Years
|
|
|
Aggregate
Intrinsic Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
|
59
|
|
|
|
1.5
|
|
|
$
|
4,369
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
42.87
|
|
|
|
427
|
|
|
|
2.5
|
|
|
|
13,517
|
|
|
|
230
|
|
|
|
2.5
|
|
|
|
7,295
|
|
|
47.46
|
|
|
|
15
|
|
|
|
3.9
|
|
|
|
406
|
|
|
|
15
|
|
|
|
3.9
|
|
|
|
406
|
|
|
51.71
|
|
|
|
8
|
|
|
|
5.0
|
|
|
|
182
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
53.16
|
|
|
|
35
|
|
|
|
4.9
|
|
|
|
756
|
|
|
|
15
|
|
|
|
4.9
|
|
|
|
329
|
|
|
53.44
|
|
|
|
783
|
|
|
|
4.5
|
|
|
|
16,498
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
55.16
|
|
|
|
296
|
|
|
|
3.9
|
|
|
|
5,724
|
|
|
|
131
|
|
|
|
3.9
|
|
|
|
2,527
|
|
|
57.97
|
|
|
|
30
|
|
|
|
4.6
|
|
|
|
497
|
|
|
|
30
|
|
|
|
4.6
|
|
|
|
497
|
|
|
58.79
|
|
|
|
12
|
|
|
|
2.5
|
|
|
|
187
|
|
|
|
6
|
|
|
|
2.5
|
|
|
|
94
|
|
|
63.35
|
|
|
|
98
|
|
|
|
3.9
|
|
|
|
1,094
|
|
|
|
52
|
|
|
|
3.9
|
|
|
|
581
|
|
|
71.71
|
|
|
|
4
|
|
|
|
5.6
|
|
|
|
11
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
72.14
|
|
|
|
15
|
|
|
|
5.7
|
|
|
|
36
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
76.43
|
|
|
|
10
|
|
|
|
5.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,792
|
|
|
|
3.8
|
|
|
$
|
43,277
|
|
|
|
479
|
|
|
|
3.2
|
|
|
$
|
11,729
|
|
The following table summarizes information about stock-based awards outstanding at December 31, 2018 (shares in thousands):
|
|
|
|
Awards Outstanding
|
|
|
Awards Exercisable
|
|
Exercise Price
|
|
|
Number of
Stock-based
Awards
Outstanding
|
|
|
Weighted
Average
Remaining
Contractual
Life in Years
|
|
|
Aggregate
Intrinsic Value
|
|
|
Number of
Stock-based
Awards
Exercisable
|
|
|
Weighted
Average
Remaining
Contractual
Life in Years
|
|
|
Aggregate
Intrinsic Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
|
75
|
|
|
|
1.8
|
|
|
$
|
3,933
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
20.13
|
|
|
|
29
|
|
|
|
0.3
|
|
|
|
924
|
|
|
|
29
|
|
|
|
0.3
|
|
|
|
924
|
|
|
23.34
|
|
|
|
99
|
|
|
|
0.4
|
|
|
|
2,897
|
|
|
|
99
|
|
|
|
0.4
|
|
|
|
2,897
|
|
|
35.15
|
|
|
|
15
|
|
|
|
4.1
|
|
|
|
257
|
|
|
|
15
|
|
|
|
4.1
|
|
|
|
257
|
|
|
38.24
|
|
|
|
15
|
|
|
|
3.8
|
|
|
|
211
|
|
|
|
15
|
|
|
|
3.8
|
|
|
|
211
|
|
|
42.87
|
|
|
|
942
|
|
|
|
3.5
|
|
|
|
8,879
|
|
|
|
521
|
|
|
|
3.5
|
|
|
|
4,918
|
|
|
47.46
|
|
|
|
38
|
|
|
|
4.9
|
|
|
|
182
|
|
|
|
38
|
|
|
|
4.9
|
|
|
|
182
|
|
|
53.16
|
|
|
|
35
|
|
|
|
5.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
53.44
|
|
|
|
828
|
|
|
|
5.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
55.16
|
|
|
|
296
|
|
|
|
4.9
|
|
|
|
—
|
|
|
|
66
|
|
|
|
4.9
|
|
|
|
—
|
|
|
57.97
|
|
|
|
30
|
|
|
|
5.6
|
|
|
|
—
|
|
|
|
30
|
|
|
|
5.6
|
|
|
|
—
|
|
|
58.79
|
|
|
|
16
|
|
|
|
3.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
63.35
|
|
|
|
109
|
|
|
|
4.9
|
|
|
|
—
|
|
|
|
33
|
|
|
|
4.9
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,527
|
|
|
|
4.3
|
|
|
$
|
17,283
|
|
|
|
846
|
|
|
|
3.3
|
|
|
$
|
9,389
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The aggregate intrinsic value in the above tables represents the total pretax intrinsic value, based on the Company’s stock price of $74.52 and $52.30 as of December 31, 2019 and 2018, respectively, which would have potentially been received by the stock-based award holders had all stock-based award holders exercised their stock-based award as of those dates. The total number of in-the-money stock-based awards exercisable as of December 31, 2019 and 2018 was 479,402 and 846,215, respectively.
The total pretax intrinsic value of options exercised during the year ended December 31, 2019 and 2018 was $19.3 million and $5.2 million, respectively, based on the average stock price of $65.04 and $55.58 during the years ended December 31, 2019 and 2018, respectively. The stock price as of December 31, 2019 and 2018 was $75.14 and $52.30, respectively.
NOTE 16 — POWER PURCHASE AGREEMENTS
Substantially all of the Company’s electricity revenues are recognized pursuant to PPAs in the United States and in various foreign countries, including Kenya, Guatemala, Guadeloupe and Honduras. These PPAs generally provide for the payment of energy payments or both energy and capacity payments through their respective terms which expire in varying periods from 2022 to 2047. Generally, capacity payments are calculated based on the amount of time that the power plants are available to generate electricity. The energy payments are calculated based on the amount of electrical energy delivered at a designated delivery point. The price terms are customary in the industry and include, among others, a fixed price, SRAC (the incremental cost that the power purchaser avoids by not having to generate such electrical energy itself or purchase it from others), and a fixed price with an escalation clause that includes the value for environmental attributes, known as renewable energy credits. Certain of the PPAs provide for bonus payments in the event that the Company is able to exceed certain target levels and potential payments by the Company if it fails to meet minimum target levels. The Company has PPAs that give the power purchaser or its designee a right of first refusal or a right of first offer to acquire the geothermal power plants at fair market value as negotiated between the parties. The Company’s subsidiaries in Guatemala sell power at an agreed upon price subject to terms of a “take or pay” PPA. During the fourth quarter of 2019, one of the Company's subsidiaries in Guatemala started selling power under the energy and capacity framework once the "take or pay" arrangement ended.
Pursuant to the terms of certain of the PPAs, the Company may be required to make payments to the relevant power purchaser under certain conditions, such as shortfall in delivery of renewable energy and energy credits, and not meeting certain performance threshold requirements, as defined in the relevant PPA. The amount of payment required is dependent upon the level of shortfall in delivery or performance requirements and is recorded in the period the shortfall occurs. In addition, if the Company does not meet certain minimum performance requirements, the capacity of the power plant may be permanently reduced.
NOTE 17 — INTEREST EXPENSE, NET
The components of interest expense are as follows:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
Interest related to sale of tax benefits
|
|
$
|
11,786
|
|
|
$
|
11,284
|
|
|
$
|
6,985
|
|
Interest expense
|
|
|
71,883
|
|
|
|
63,368
|
|
|
|
54,381
|
|
Less — amount capitalized
|
|
|
(3,285
|
)
|
|
|
(3,728
|
)
|
|
|
(7,224
|
)
|
|
|
$
|
80,384
|
|
|
$
|
70,924
|
|
|
$
|
54,142
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18 — INCOME TAXES
U.S. and foreign components of income from continuing operations, before income taxes and equity in income (losses) of investees consisted of:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
U.S
|
|
$
|
14,187
|
|
|
$
|
14,097
|
|
|
$
|
13,680
|
|
Non-U.S. (foreign)
|
|
|
123,116
|
|
|
|
123,084
|
|
|
|
157,050
|
|
Total income from continuing operations, before income taxes and equity in losses
|
|
$
|
137,303
|
|
|
$
|
137,181
|
|
|
$
|
170,730
|
|
The components of the provision (benefit) for income taxes, net are as follows:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
—
|
|
|
$
|
0
|
|
|
$
|
43,935
|
|
State
|
|
|
172
|
|
|
|
381
|
|
|
|
43
|
|
Foreign
|
|
|
16,969
|
|
|
|
14,992
|
|
|
|
11,186
|
|
Total current income tax expense
|
|
$
|
17,141
|
|
|
$
|
15,373
|
|
|
$
|
55,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(12,179
|
)
|
|
|
(6,886
|
)
|
|
|
(55,718
|
)
|
State
|
|
|
4,671
|
|
|
|
(2,595
|
)
|
|
|
(3,284
|
)
|
Foreign
|
|
|
35,980
|
|
|
|
28,841
|
|
|
|
25,502
|
|
Total deferred tax provision (benefit)
|
|
|
28,472
|
|
|
|
19,360
|
|
|
|
(33,500
|
)
|
Total Income tax provision
|
|
$
|
45,613
|
|
|
$
|
34,733
|
|
|
$
|
21,664
|
|
Reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate is as follows:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
U.S. federal statutory tax rate
|
|
|
21.0
|
%
|
|
|
21.0
|
%
|
|
|
35.0
|
%
|
Impact of federal tax reform
|
|
|
0.0
|
|
|
|
2.6
|
|
|
|
(12.4
|
)
|
Transition tax inclusion
|
|
|
—
|
|
|
|
(5.7
|
)
|
|
|
42.1
|
|
Foreign tax credits
|
|
|
(22.8
|
)
|
|
|
(4.2
|
)
|
|
|
(50.5
|
)
|
Withholding tax
|
|
|
10.4
|
|
|
|
5.9
|
|
|
|
34.1
|
|
Valuation allowance - U.S
|
|
|
(3.7
|
)
|
|
|
(17.2
|
)
|
|
|
(22.6
|
)
|
State income tax, net of federal benefit
|
|
|
3.7
|
|
|
|
1.0
|
|
|
|
1.1
|
|
Uncertain tax positions
|
|
|
2.1
|
|
|
|
2.1
|
|
|
|
—
|
|
Effect of foreign income tax, net
|
|
|
9.7
|
|
|
|
5.6
|
|
|
|
(10.7
|
)
|
Production tax credits
|
|
|
(5.0
|
)
|
|
|
(3.1
|
)
|
|
|
(1.2
|
)
|
Subpart F income
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
1.7
|
|
Tax on global intangible low-tax income
|
|
|
16.9
|
|
|
|
18.6
|
|
|
|
—
|
|
Intra-entity transfers of assets other than inventory
|
|
|
0.3
|
|
|
|
(2.1
|
)
|
|
|
—
|
|
Other, net
|
|
|
0.1
|
|
|
|
0.3
|
|
|
|
(3.9
|
)
|
Effective tax rate
|
|
|
33.2
|
%
|
|
|
25.3
|
%
|
|
|
12.7
|
%
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The net deferred tax assets and liabilities consist of the following:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets (liabilities):
|
|
|
|
|
|
|
|
|
Net foreign deferred taxes, primarily depreciation
|
|
$
|
(88,508
|
)
|
|
$
|
(57,202
|
)
|
Depreciation
|
|
|
(21,958
|
)
|
|
|
(30,500
|
)
|
Intangible drilling costs
|
|
|
(1,405
|
)
|
|
|
7,370
|
|
Net operating loss carryforward - U.S.
|
|
|
45,307
|
|
|
|
65,020
|
|
Tax monetization transaction
|
|
|
(30,964
|
)
|
|
|
(17,104
|
)
|
Right-of-use assets
|
|
|
(3,715
|
)
|
|
|
—
|
|
Lease liabilities
|
|
|
3,755
|
|
|
|
—
|
|
State and Investment tax credits
|
|
|
813
|
|
|
|
813
|
|
Production tax credits
|
|
|
100,524
|
|
|
|
90,913
|
|
Foreign tax credits
|
|
|
92,497
|
|
|
|
58,072
|
|
Withholding tax
|
|
|
(15,539
|
)
|
|
|
(8,052
|
)
|
Stock options amortization
|
|
|
1,409
|
|
|
|
1,440
|
|
Basis difference in partnership interest
|
|
|
(39,622
|
)
|
|
|
(36,516
|
)
|
Excess business interest
|
|
|
6,189
|
|
|
|
—
|
|
Accrued liabilities and other
|
|
|
1,013
|
|
|
|
624
|
|
|
|
|
49,796
|
|
|
|
74,878
|
|
Less - valuation allowance
|
|
|
(17,412
|
)
|
|
|
(22,441
|
)
|
Total
|
|
$
|
32,384
|
|
|
$
|
52,437
|
|
The following table presents a reconciliation of the beginning and ending valuation allowance:
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of the year
|
|
$
|
22,441
|
|
|
$
|
77,571
|
|
|
$
|
116,234
|
|
Additions to valuation allowance
|
|
|
15,437
|
|
|
|
4,747
|
|
|
|
46,560
|
|
Release of valuation allowance
|
|
|
(20,466
|
)
|
|
|
(59,877
|
)
|
|
|
(85,223
|
)
|
Balance at end of the year
|
|
$
|
17,412
|
|
|
$
|
22,441
|
|
|
$
|
77,571
|
|
At December 31, 2019, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $132.7 million, of this amount, $127.9 million was generated before 2018 and expires between 2032 and 2037. The remaining $4.8 million was generated after 2017 and is available to be carried forward for an indefinite period.
At December 31, 2019, the Company had production tax credits (“PTCs") in the amount of $100.5 million. These PTCs are available for a 20-year period and expire between 2022 and 2039. At December 31, 2019, the Company had U.S. foreign tax credits (“FTCs”) in the amount of $92.5 million. These FTCs are available for a 10-year period and begin to expire in 2022.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2019, the Company had state NOL carryforwards of approximately $277.9 million, $275.5 million which expire between 2025 and 2039 and $2.4 million are available to be carried forward for an indefinite period. At December 31, 2019, the Company had state tax credits in the amount of $0.8 million. These state tax credits are available to be carried forward for an indefinite period.
The Company has recorded deferred tax assets for net operating losses, foreign tax credits, and production tax credits. 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 valuation allowance in the amount of $17.4 million and $22.4 million is recorded against the U.S. deferred tax assets as of December 31, 2019 and 2018, respectively, as it is more likely than not that the deferred tax assets will not be realized. The overall decrease in the valuation allowance of $5.0 million is due to full utilization of foreign tax credits that generated the valuation allowance at December 31, 2018, which were offset by increased valuation allowance related to production tax credits. The Company is maintaining a valuation allowance of $17.4 million against a portion of the U.S. production tax credits and state NOLs that are expected to expire before they can be utilized in future periods.
On April 24, 2018, the Company acquired 100% of stock of USG for approximately $110 million. Under the acquisition method of accounting, the Company recorded a net deferred tax asset of $1.7 million comprised primarily of federal and state NOLs netted against deferred tax liabilities for partnership basis differences and fixed assets. The total amount of acquired federal and state NOLs, which are subject to limitations under Section 382, were $115.2 million and $49.9 million, respectively. A valuation allowance of $2.1 million has been recorded against such acquired state NOLs, as it is more likely than not that the deferred tax asset will not be realized.
On December 22, 2017, the U.S. government signed into law the Tax Act. The Tax Act made significant changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent; (2) the transition of U.S. international taxation from a worldwide tax system to a territorial system (GILTI, BEAT, Dividends Received Deduction); (3) one-time transition tax on undistributed earnings of foreign subsidiaries as of December 31, 2017; (4) eliminating the corporate alternative minimum tax; (5) creating a new limitation on deductible interest expense; and (6) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.
The FASB released guidance Staff Q&A, Topic 740, No. 5, that states a company can make an accounting policy election to either recognize deferred taxes related to GILTI or to provide for the GILTI tax expense in the year the tax is incurred as a period cost. The Company has elected to treat any GILTI inclusions as a period cost.
The following table presents the deferred taxes on the balance sheet as of the dates indicated:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current deferred tax assets
|
|
$
|
129,510
|
|
|
$
|
113,760
|
|
|
$
|
57,337
|
|
Non-current deferred tax liabilities
|
|
|
(97,126
|
)
|
|
|
(61,323
|
)
|
|
|
(61,961
|
)
|
Non-current deferred tax assets, net
|
|
|
32,384
|
|
|
|
52,437
|
|
|
|
(4,624
|
)
|
Uncertain tax benefit offset (1)
|
|
|
(95
|
)
|
|
|
(95
|
)
|
|
|
(95
|
)
|
|
|
$
|
32,289
|
|
|
$
|
52,342
|
|
|
$
|
(4,719
|
)
|
(1) The non-current deferred tax asset has been reduced by the uncertain tax benefit of $0.1 million in accordance with ASU 2013-11, Income Taxes.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2019, the Company is no longer indefinitely reinvested with respect to the earnings of its foreign subsidiaries due to forecasted changes in cash needs and the impact of U.S. tax reform. The Company has accrued withholding taxes that would be owed upon future distributions of such earnings, with the exception of a certain balance of earnings held in Israel. Accordingly, during 2019, the Company included a foreign income tax expense of $13.9 million related to foreign withholding taxes on future distributions of foreign earnings.
At December 31, 2018, the Company asserted indefinite reinvestment of undistributed earnings of foreign subsidiaries, other than OSL and as a result, did not record a DTL on the future tax impacts of their remittances.
During 2017, the Company changed its intention to reinvest certain undistributed earnings of Ormat Systems Ltd., a wholly owned subsidiary in Israel. In the prior year, the Company distributed $396.0 million, of which $300.0 million was received in December 2017 and the remaining $96.0 million was received in December 2018. The Company recorded the tax impact of the distribution received in 2018 as part of the 2017 financials, including the 15% Israeli withholding tax in the amount of $14.4 million and corresponding foreign tax credit tax benefit, net of valuation allowance.
Uncertain tax positions
The Company is subject to income taxes in the United States (federal and state) and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company's tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite evidence supporting the position. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve positions and changes to reserves that are considered probable.
At December 31, 2019 and 2018, there are $14.6 million and $11.8 million of unrecognized tax benefits, respectively, that if recognized would reduce the effective tax rate . Interest and penalties assessed by taxing authorities on an underpayment of income taxes are included as a component of income tax provision in the consolidated statements of operations and comprehensive income.
A reconciliation of the Company's unrecognized tax benefits is as follows:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
Balance at beginning of year
|
|
$
|
8,820
|
|
|
$
|
6,357
|
|
|
$
|
4,609
|
|
Additions based on tax positions taken in prior years
|
|
|
104
|
|
|
|
293
|
|
|
|
5
|
|
Additions based on tax positions taken in the current year
|
|
|
2,314
|
|
|
|
2,446
|
|
|
|
2,580
|
|
Reduction based on tax positions taken in prior years
|
|
|
(615
|
)
|
|
|
(276
|
)
|
|
|
(837
|
)
|
Balance at end of year
|
|
$
|
10,623
|
|
|
$
|
8,820
|
|
|
$
|
6,357
|
|
The Company and its U.S. subsidiaries file consolidated income tax returns for federal and state (where applicable) purposes. As of December 31, 2019, the Company has not been subject to U.S. federal or state income tax examinations.
The Company remains open to examination by the Internal Revenue Service for the years 2002-2019 and by local state jurisdictions for the years 2004-2019. These examinations may lead to ordinary course adjustments or proposed adjustments to the Company's taxes or the Company's net operating losses with respect to years under examination as well as subsequent periods.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s foreign subsidiaries remain open to examination by the local income tax authorities in the following countries for the years indicated:
Israel
|
|
2015
|
-
|
2019
|
|
Kenya
|
|
2013
|
-
|
2019
|
|
Guatemala
|
|
2015
|
-
|
2019
|
|
Honduras
|
|
2015
|
-
|
2019
|
|
Guadeloupe
|
|
2017
|
-
|
2019
|
|
New Zealand
|
|
2012
|
-
|
2019
|
|
Management believes that the liability for unrecognized tax benefits is adequate for all open tax years based on its assessment of many factors, including among others, past experience and interpretations of local income tax regulations. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. As a result, it is possible that federal, state and foreign tax examinations will result in assessments in future periods. To the extent any such assessments occur, the Company will adjust its liability for unrecognized tax benefits. The Company is not able to reasonably estimate the amount of unrecognized tax benefits that will be reduced within the next twelve months.
Tax benefits in the United States
The U.S. government encourages production of electricity from geothermal resources through certain tax subsidies. On February 9, 2018 the Bipartisan Budget Act of 2018 was enacted extending the PTC and ITC in lieu of PTCs for geothermal projects that began construction before 2018. On December 20, 2019, the Tax Extenders Bill was enacted, further extending the PTC and ITC in lieu of PTCs. Therefore, geothermal projects that begin construction before 2021 and meet certain other “beginning of construction” rules qualify for PTCs for their first 10-years of operations; alternatively, the owner of the project may elect to claim the ITC in lieu of PTCs. In either case, under current tax rules for tax credits, any unused tax credit has a 1-year carry back and a 20-year carry forward.
If the Company claims the ITC, the Company’s “tax base” in the plant that it can recover through bonus or accelerated depreciation (if elected) must be reduced by half of the ITC. If the Company claims the PTC, there is no reduction in the tax basis for depreciation. Whether the Company claims the PTC or the ITC in lieu of PTC, for assets acquired and placed in service after September 27, 2017, the Company is eligible to expense 100% of the cost of qualified property (“bonus depreciation”). In later years, the first-year bonus depreciation deduction phases down, as follows:
|
●
|
80% for property placed in service after Dec. 31, 2022 and before Jan. 1, 2024.
|
|
●
|
60% for property placed in service after Dec. 31, 2023 and before Jan. 1, 2025.
|
|
●
|
40% for property placed in service after Dec. 31, 2024 and before Jan. 1, 2026.
|
|
●
|
20% for property placed in service after Dec. 31, 2025 and before Jan. 1, 2027.
|
The Company could also elect in lieu of bonus deprecation to depreciate most of its "tax base" in the plant for tax purposes over five years on an accelerated basis, meaning that more of the cost may be deducted in the first few years than during the remainder of the depreciation period.
Income taxes related to foreign operations
Guatemala — The enacted tax rate is 25%. Orzunil, a wholly owned subsidiary, was granted a benefit under a law which promotes development of renewable power sources. The law allows Orzunil to reduce the investment made in its geothermal power plant from income tax payable, which currently reduces the effective tax rate to zero. Ortitlan, another wholly owned subsidiary, was granted a tax exemption for a period of ten years ending August 2017. Starting August 2017, Ortitlan pays income tax of 7% on its Electricity revenues.
Israel — The Company’s operations in Israel through its wholly owned Israeli subsidiary, Ormat Systems Ltd. (“Ormat Systems”), are taxed at the regular corporate tax rate of 24% in 2017 and 23% in 2018 and thereafter. Ormat Systems received “Benefited Enterprise” status under Israel’s Law for Encouragement of Capital Investments, 1959 (the “Investment Law”), with respect to two of its investment programs. In January 2011, new legislation amending the Investment Law was enacted. Under the new legislation, a uniform rate of corporate tax would apply to all qualified income of certain industrial companies, as opposed to the current law’s incentives that are limited to income from a “Benefited Enterprise” during their benefits period. According to the amendment, the uniform tax rate applicable to the zone where the production facilities of Ormat Systems are located would be 16% in 2014 and thereafter. Ormat Systems decided to irrevocably comply with the new law starting in 2011. In the event of distribution of a cash dividend out of retained earnings which were tax exempt due to prior benefits, Ormat Systems would have to pay tax in respect of the amount distributed. Since the exemptions are contingent upon nondistribution of dividends and since upon liquidation the Company will have to pay a 25% tax on exempt income, Ormat Systems recorded deferred tax liability at the rate of 25% in respect of the tax exempt income in 2004-2008. In the event that Ormat Systems fails to comply with the program terms, the tax benefits may be canceled and it may be required to refund the amount of the benefits utilized, in whole or in part, with the addition of linkage differences and interest.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Kenya - The Company’s operations in Kenya are taxed at the rate of 37.5%. On September 11, 2015, Kenya's Income Tax Act was amended pursuant to certain provisions of the recently adopted Finance Act, 2015. Among other matters, these amendments retain the enhanced investment deduction of 150% under Section 17B of the Income Tax Act, extend the period for deduction of tax losses from 5 years to 10 years under Sections 15(4) and 15(5) of the Income Tax Act, and amend the effective date from January 1, 2016 to January 1, 2015 under Sections 15(4) and 15(5) of the Income Tax Act.
Tax audit in Kenya
The Company received three letters from the Kenya Revenue Authority ("KRA") relating to certain findings in respect of its review of tax years 2013 to 2017 as described below:
The first Letter of Preliminary Findings was received in March 2019, which was followed by a Notice of Assessment during June 2019 in which the KRA demanded approximately $5.6 million from the Company, including interest and penalties in respect of two certain issues relating to its review of tax years 2014 to 2017. In July 2019, the Company responded to the KRA Notice of Assessment primarily objecting to one of the two issues raised in the assessment, consisting of approximately $4.4 million, and asked the KRA to vacate this issue as set forth in its tax assessment letter.
The Company received the second Letter of Preliminary Findings ("the Second Letter of Preliminary Findings") from the KRA in July 2019, which relates to findings from the KRA's audit review for tax years 2013 to 2017. In August 2019, the Company filed its response to the Second Letter of Preliminary Findings, contesting the KRA arguments and requesting that the KRA vacate all issues set forth in its Letter of Preliminary Findings. In December 2019, the KRA submitted its audit assessment letter in relation to the 2013 to 2017 tax years in which it demanded approximately $205 million from the Company, including interest and penalties in respect of the issues included in its Second Letter of Preliminary Findings. In January 2020, the Company responded to the KRA objecting to all the issues raised in the tax assessment for tax years 2013 to 2017 and asked the KRA to vacate all issues set forth in its tax assessment letter.
The Company received the third Letter of Preliminary Findings (the "Third Letter of Preliminary Findings") from the KRA in December 2019 relating to the same tax years in which the KRA set forth an additional demand for approximately $17 million, including interest and penalties, in relation to an additional audit finding which was not previously included in the KRA's assessments. In January 2020, the Company filed a formal objection to the Third Letter of Preliminary Findings, contesting the KRA's finding.
The Company is currently at different stages of discussions with the KRA on the matters included in the KRA letters of assessment and preliminary findings as described above and believes its tax positions for the issues raised during the audit period is more-likely-than-not sustainable based on technical merits under Kenyan tax law. As of December 31, 2019, the Company has not recorded any tax reserves related to these demands except for an immaterial amount included in the first Letter of Preliminary Findings.
Guadeloupe - The Company’s operations in Guadeloupe are taxed at a rate of 34.43% in 2017, a maximum rate of 33.3% in 2018, a maximum rate 31% in 2019, a rate of 28% in 2020, 26.5% in 2021 and 25% in 2022.
Honduras - The Company’s operations in Honduras are exempt from income taxes for the first ten years starting at the commercial operation date of the power plant.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19 — BUSINESS SEGMENTS
In 2018, the Company started disclosing its energy storage and power load management business activity under the Energy Storage and Management Services segment as such operations met the reportable segment criteria of ASC 280, Segment Reporting. In 2019, under this business activity, the Company completed two BESS projects in New Jersey, which started generating revenues during that year, and is focused on increasing activity under this reporting segment. As such, the Company renamed its Other reportable segment to "Energy Storage and Management Services" ("ESMS"). This segment only included the Company's storage related activity starting in 2018 as disclosed above. As such, starting in 2018 the Company has three reporting segments: the Electricity segment, the Product segment and the Energy Storage and Management Services 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. The Energy Storage and Management Services segment is engaged in battery energy storage systems as a service and management of curtailable customer loads under contracts with U.S. retail energy providers and directly with large commercial and industrial customers.
Transfer prices between the operating segments were determined on current market values or cost plus markup of the seller’s business segment.
Summarized financial information concerning the Company’s reportable segments is shown in the following tables, including, as further described under Note 1 to the consolidated financial statements, the Company's disaggregated revenues from contracts with customers as required by ASC 606:
|
|
Electricity
|
|
|
Product
|
|
|
ESMS
|
|
|
Consolidated
|
|
|
|
(Dollars in thousands)
|
|
Year Ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States (1)
|
|
$
|
333,797
|
|
|
$
|
30,562
|
|
|
$
|
13,597
|
|
|
$
|
377,956
|
|
Foreign (2)
|
|
|
206,536
|
|
|
|
160,447
|
|
|
|
1,105
|
|
|
|
368,088
|
|
Net revenues from external customers
|
|
|
540,333
|
|
|
|
191,009
|
|
|
|
14,702
|
|
|
|
746,044
|
|
Intersegment revenues
|
|
|
—
|
|
|
|
84,614
|
|
|
|
—
|
|
|
|
84,614
|
|
Depreciation and amortization expense
|
|
|
138,426
|
|
|
|
5,308
|
|
|
|
5,027
|
|
|
|
148,761
|
|
Operating income (loss)
|
|
|
177,192
|
|
|
|
23,180
|
|
|
|
(6,576
|
)
|
|
|
193,796
|
|
Segment assets at period end (3) (*)
|
|
|
3,044,909
|
|
|
|
126,018
|
|
|
|
79,567
|
|
|
|
3,250,494
|
|
Expenditures for long-lived assets
|
|
|
259,898
|
|
|
|
9,156
|
|
|
|
10,932
|
|
|
|
279,986
|
|
* Including unconsolidated investments
|
|
|
81,140
|
|
|
|
—
|
|
|
|
—
|
|
|
|
81,140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States (1)
|
|
|
305,962
|
|
|
|
14,999
|
|
|
|
7,645
|
|
|
|
328,606
|
|
Foreign (2)
|
|
|
203,917
|
|
|
|
186,744
|
|
|
|
—
|
|
|
|
390,661
|
|
Net revenues from external customers
|
|
$
|
509,879
|
|
|
$
|
201,743
|
|
|
$
|
7,645
|
|
|
$
|
719,267
|
|
Intersegment revenues
|
|
|
—
|
|
|
|
48,817
|
|
|
|
—
|
|
|
|
48,817
|
|
Depreciation and amortization expense
|
|
|
126,181
|
|
|
|
4,311
|
|
|
|
1,741
|
|
|
|
132,233
|
|
Operating income (loss)
|
|
|
155,546
|
|
|
|
38,083
|
|
|
|
(8,519
|
)
|
|
|
185,110
|
|
Segment assets at period end (3) (*)
|
|
|
2,896,938
|
|
|
|
156,942
|
|
|
|
67,470
|
|
|
|
3,121,350
|
|
Expenditures for long-lived assets
|
|
|
219,803
|
|
|
|
9,993
|
|
|
|
28,725
|
|
|
|
258,521
|
|
* Including unconsolidated investments
|
|
|
71,983
|
|
|
|
—
|
|
|
|
—
|
|
|
|
71,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers
|
|
$
|
465,593
|
|
|
$
|
224,483
|
|
|
$
|
2,736
|
|
|
$
|
692,812
|
|
Intersegment revenues
|
|
|
—
|
|
|
|
109,040
|
|
|
|
—
|
|
|
|
109,040
|
|
Depreciation and amortization expense
|
|
|
109,928
|
|
|
|
3,470
|
|
|
|
1,748
|
|
|
|
115,146
|
|
Operating income (loss)
|
|
|
157,613
|
|
|
|
50,543
|
|
|
|
(3,138
|
)
|
|
|
205,018
|
|
Segment assets at period end (3) (*)
|
|
|
2,457,514
|
|
|
|
115,713
|
|
|
|
50,637
|
|
|
|
2,623,864
|
|
Expenditures for long-lived assets
|
|
|
252,581
|
|
|
|
6,653
|
|
|
|
—
|
|
|
|
259,234
|
|
* Including unconsolidated investments
|
|
|
34,084
|
|
|
|
—
|
|
|
|
—
|
|
|
|
34,084
|
|
(1)
|
Electricity segment revenues in the United States are all accounted under lease accounting, except for $61.3 million and $26.9 million for the years December 31, 2019 and 2018 that are accounted under ASC 606 starting in 2018. Product and Energy Storage and Management Services segment revenues in the United States are accounted under ASC 606, as further described under Note 1 to the consolidated financial statements.
|
(2)
|
Electricity segment revenues in foreign countries are all accounted under lease accounting. Product and Energy Storage and Management Services segment revenues in foreign countries are accounted under ASC 606 as further described under Note 1 to the consolidated financial statements.
|
(3)
|
Electricity segment assets include goodwill in the amount of $20.1 million, $20.0 million and $7.6 as of December 31, 2019, 2018 and 2017, respectively. No goodwill is included in the Product and Energy Storage and Management Services segment assets as of December 31, 2019 and 2018. Energy Storage and Management Services segment assets as December 31, 2017 include goodwill in the amount of $13.5 million. For further information on goodwill, see Note 9 – Intangible assets and goodwill to the consolidated financial statements.
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment revenues
|
|
$
|
746,044
|
|
|
$
|
719,267
|
|
|
$
|
692,812
|
|
Intersegment revenues
|
|
|
84,614
|
|
|
|
48,817
|
|
|
|
109,040
|
|
Elimination of intersegment revenues
|
|
|
(84,614
|
)
|
|
|
(48,817
|
)
|
|
|
(109,040
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated revenues
|
|
$
|
746,044
|
|
|
$
|
719,267
|
|
|
$
|
692,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
193,796
|
|
|
$
|
185,110
|
|
|
$
|
205,018
|
|
Interest income
|
|
|
1,515
|
|
|
|
974
|
|
|
|
988
|
|
Interest expense, net
|
|
|
(80,384
|
)
|
|
|
(70,924
|
)
|
|
|
(54,142
|
)
|
Derivatives and foreign currency transaction gains (losses)
|
|
|
624
|
|
|
|
(4,761
|
)
|
|
|
2,654
|
|
Income attributable to sale of tax benefits
|
|
|
20,872
|
|
|
|
19,003
|
|
|
|
17,878
|
|
Other non-operating income (expense), net
|
|
|
880
|
|
|
|
7,779
|
|
|
|
(1,666
|
)
|
Total consolidated income before income taxes and equity in earnings of investees
|
|
$
|
137,303
|
|
|
$
|
137,181
|
|
|
$
|
170,730
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company sells electricity, products and energy storage and other related services mainly to the geographical areas set forth below based on the location of the customer. The following tables present certain data by geographic area:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
Revenues from external customers attributable to: (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
377,956
|
|
|
$
|
328,606
|
|
|
$
|
301,132
|
|
Indonesia
|
|
|
—
|
|
|
|
4,379
|
|
|
|
28,968
|
|
Kenya
|
|
|
121,661
|
|
|
|
119,094
|
|
|
|
110,243
|
|
Turkey
|
|
|
88,938
|
|
|
|
168,699
|
|
|
|
125,166
|
|
Chile
|
|
|
25,540
|
|
|
|
980
|
|
|
|
8,895
|
|
Guatemala
|
|
|
28,624
|
|
|
|
27,975
|
|
|
|
27,991
|
|
New Zealand
|
|
|
31,222
|
|
|
|
10,451
|
|
|
|
33,395
|
|
Honduras
|
|
|
34,446
|
|
|
|
34,355
|
|
|
|
10,151
|
|
Other foreign countries
|
|
|
37,657
|
|
|
|
24,728
|
|
|
|
46,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total
|
|
$
|
746,044
|
|
|
$
|
719,267
|
|
|
$
|
692,812
|
|
(1) Revenues as reported in the geographic area in which they originate.
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets (primarily power plants and related assets) located in:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
1,870,335
|
|
|
$
|
1,696,439
|
|
|
$
|
1,510,986
|
|
Kenya
|
|
|
284,526
|
|
|
|
301,956
|
|
|
|
340,970
|
|
Other foreign countries
|
|
|
224,676
|
|
|
|
222,872
|
|
|
|
281,333
|
|
Consolidated total
|
|
$
|
2,379,537
|
|
|
$
|
2,221,267
|
|
|
$
|
2,133,289
|
|
The following table presents revenues from major customers:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
Revenues
|
|
|
%
|
|
|
Revenues
|
|
|
%
|
|
|
Revenues
|
|
|
%
|
|
|
|
(Dollars in
thousands)
|
|
|
|
|
|
|
(Dollars in
thousands)
|
|
|
|
|
|
|
(Dollars in
thousands)
|
|
|
|
|
|
Southern California Public Power (1)
|
|
$
|
133,725
|
|
|
|
17.9
|
|
|
$
|
109,208
|
|
|
|
15.2
|
|
|
$
|
70,100
|
|
|
|
10.1
|
|
Sierra Pacific Power Company and Nevada Power Company (1)(2)
|
|
|
125,486
|
|
|
|
16.8
|
|
|
|
116,149
|
|
|
|
16.1
|
|
|
|
125,424
|
|
|
|
18.1
|
|
KPLC (1)
|
|
|
121,661
|
|
|
|
16.3
|
|
|
|
119,094
|
|
|
|
16.6
|
|
|
|
110,243
|
|
|
|
15.9
|
|
(1)Revenues reported in Electricity segment.
(2)Subsidiaries of NV Energy, Inc.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20 — TRANSACTIONS WITH RELATED ENTITIES
There were no transactions between the Company and related entities, other than those disclosed elsewhere in these financial statements.
NOTE 21 — EMPLOYEE BENEFIT PLAN
401(k) Plan
The Company has a 401(k) Plan (the “Plan”) for the benefit of its U.S. employees. Employees of the Company and its U.S. subsidiaries who have completed 60 days of employment are eligible to participate in the Plan. Contributions are made by employees through pre- and post-tax deductions up to 60% of their annual salary. In 2019, 2018 and 2017, the Company matched employee contributions, after completion of one year of service, up to a maximum of 4%, 4% and 3% of the employee’s annual salary, respectively. The Company’s contributions to the Plan were $1.6 million, $1.6 million and $1.4 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Severance plan
The Company, through Ormat Systems, provides limited non-pension benefits to all current employees in Israel who are entitled to benefits in the event of termination or retirement in accordance with the Israeli Government sponsored programs. These plans generally obligate the Company to pay one month’s salary per year of service to employees in the event of involuntary termination. There is no limit on the number of years of service in the calculation of the benefit obligation. The liabilities for these plans are recorded at each balance sheet date by determining the undiscounted obligation as if it were payable at that point in time. Such liabilities have been presented in the consolidated balance sheets as “liabilities for severance pay”. The Company has an obligation to partially fund the liabilities through regular deposits in pension funds and severance pay funds. The amounts funded amounted to $10.8 million and $10.6 million at December 31, 2019 and 2018, respectively, and have been presented in the consolidated balance sheets as part of “deposits and other”. The severance pay liability covered by the pension funds is not reflected in the financial statements as the severance pay risks have been irrevocably transferred to the pension funds. Under the Israeli severance pay law, restricted funds may not be withdrawn or pledged until the respective severance pay obligations have been met. As allowed under the program, earnings from the investment are used to offset severance pay costs. Severance pay expenses for the years ended December 31, 2019, 2018 and 2017 were $3.5 million, $3.0 million and $3.2 million, respectively, which are net of income (including loss) amounting to $1.0 million, $(1.1) million, and $1.8 million, respectively, generated from the regular deposits and amounts accrued in severance funds.
The Company expects to pay the following future benefits to its employees upon their reaching normal retirement age:
|
|
(Dollars in
thousands)
|
|
Year ending December 31:
|
|
|
|
|
2020
|
|
$
|
4,780
|
|
2021
|
|
|
1,434
|
|
2022
|
|
|
1,768
|
|
2023
|
|
|
89
|
|
2024
|
|
|
500
|
|
2025-2043
|
|
|
11,232
|
|
Total
|
|
$
|
19,803
|
|
The above amounts were determined based on the employees’ current salary rates and the number of years’ service that will have been accumulated at their retirement date. These amounts do not include amounts that might be paid to employees that will cease working with the Company before reaching their normal retirement age.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22 — COMMITMENTS AND CONTINGENCIES
Geothermal resources
The Company, through its project subsidiaries in the United States, controls certain rights to geothermal fluids through certain leases with the BLM or through private leases. Royalties on the utilization of the geothermal resources are computed and paid to the lessors as defined in the respective agreements. Royalty expense under the geothermal resource agreements were $21.7 million, $21.6 million and $19.4 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Letters of credit
In the ordinary course of business with customers, vendors, and lenders, the Company is contingently liable for performance under letters of credit totaling $213.8 million at December 31, 2019. Management does not expect any material losses to result from these letters of credit because performance is not expected to be required, and, therefore, is of the opinion that the fair value of these instruments is zero.
Purchase commitments
The Company purchases raw materials for inventories, construction-in-process and services from a variety of vendors. During the normal course of business, in order to manage manufacturing lead times and help assure adequate supply, the Company enters into agreements with contract manufacturers and suppliers that either allow them to procure goods and services based upon specifications defined by the Company, or that establish parameters defining the Company’s requirements.
At December 31, 2019, total obligations related to such supplier agreements were approximately $185.0 million (out of which approximately $59.5 million relate to construction-in-process). All such obligations are payable in 2019.
Grants and royalties
The Company, through Ormat Systems, had historically, through December 31, 2003, requested and received grants for research and development from the Office of the Chief Scientist of the Israeli Government. Ormat Systems is required to pay royalties to the Israeli Government at a rate of 3.5% to 5.0% of the revenues derived from products and services developed using these grants. No royalties were paid for the years ended December 31, 2019, 2018 and 2017. The Company is not liable for royalties if the Company does not sell such products and services. Such royalties are capped at the amount of the grants received plus interest at LIBOR. The cap at December 31, 2019 and 2018, amounted to $2.1 million and $2.0 million, respectively, of which approximately $1.1 million and $1.0 million, respectively, represents interest based on the LIBOR rate, as defined above.
Lease commitments
The Company's lease commitments are detailed under Note 23, Leases to the consolidated financial statements.
Contingencies
|
●
|
On May 21, 2018, a motion to certify a class action was filed in Tel Aviv District Court against Ormat Technologies, Inc. and 11 officers and directors. The alleged class is defined as "All persons who purchased Ormat shares on the Tel Aviv Stock Exchange between August 3, 2017 and May 13, 2018". The motion alleges that the Company violated Sections 31(a)(1) and 38C of the Israeli Securities Law because it allegedly: (1) misled investors by stating in its financial statements that it maintains effective internal controls over its accounting policies and procedures, however the Company's internal controls had material weaknesses which led to erroneous accounting in its 2017 unaudited quarterly reports that had to be restated, including adjustments to the Company’s net income and shareholders’ equity; and (2) failed to issue an immediate report in Israel until May 16, 2018, analogous to the report that was released in the United States on May 11, 2018 stating, inter alia, that the errors in its financial reports affected its balance sheet and would be remedied in its 2017 annual report. The Company filed an agreed motion to the Tel Aviv District Court to stay the proceedings in Israel until a final decision in the U.S. case (Mac Costas) is adjudicated.
|
|
●
|
On June 11, 2018, a putative class action was filed by Mac Costas on behalf of alleged shareholders that purchased or acquired the Company's ordinary shares between August 8, 2017 and May 15, 2018 was commenced in the U.S. District Court for the District of Nevada against the Company and its Chief Executive Officer and Chief Financial Officer, which was subsequently amended by a consolidated complaint filed by lead plaintiff Phoenix Insurance in May 13, 2019. The complaint asserts claim against all defendants pursuant to Section 10(b) of the Exchange Act, as amended, and Rule 10b-5 thereunder and against its officers pursuant to Section 20(a) of the Exchange Act. The complaint alleges that the Company's Form 10-K for the years ended December 31, 2016 and 2017, and Form 10-Qs for each of the quarters in the nine months ended September 30, 2017 contained material misstatements or omissions, among other things, with respect to the Company’s tax provisions and the effectiveness of its internal control over financial reporting, and that, as a result of such alleged misstatements and omissions, the plaintiffs suffered damages. On December 6, 2019 the Company’s motion to dismiss was denied by the court. The Company believes that it has valid defenses under law and intends to defend itself vigorously.
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
●
|
On September 11, 2018, the Klein derivative action (“Klein Action”) was filed against the Company, its board and its CEO and CFO in the U.S. District Court for the District of Nevada, and on October 22, 2018, the Matthew derivative action (“Matthew Action”) was filed against the company, certain named present and former board members (Barniv, Beck, Boehm, Clark, Falk, Freeland, Granot, Joyal, Nishigori, Sharir, Stern and Wong) in the U.S. District Court, District of Nevada. The Klein complaint asserts four derivative causes of action generally arising from Ormat's restatement of its financial statements: (i) the individual defendants allegedly breached their fiduciary duties by allowing the company to improperly report its financials; (ii) the individual defendants allegedly were unjustly enriched by being compensated while breaching their fiduciary duties; (iii) the individual defendants allegedly committed corporate waste in paying officers and directors and by incurring legal costs and potential liability; and (iv) the director defendants allegedly breached Section 14(a) of the Exchange Act in connection with the issuance of 2018 proxy. The Matthew complaint similarly alleges derivatively a breach of fiduciary duties, abuse of control, gross mismanagement, and corporate waste by the named directors. On January 24, 2019, the Nevada Court entered an order consolidating the Klein Action and Matthew Action, and staying all deadlines and hearings in the consolidated action pending entry of an order on the motion to dismiss in the Mac Costas putative class action. Pursuant to the court’s denial of the motion to dismiss in the Mac Costas putative class action, the parties have stipulated a delay in the scheduling and meet to enable out of court discussions of a possible resolution.
|
|
●
|
Following the announcement of the Company’s acquisition of USG, a number of putative shareholder class action complaints were initially filed on behalf of USG shareholders between March 8, 2018 and March 30, 2018 against USG and the individual members of the USG board of directors. All of the purported class action suits filed in Federal Court in Idaho have been voluntarily dismissed. The single remaining class action complaint is a purported class action filed in the Delaware Chancery Court, entitled Riche v. Pappas, et al., Case No. 2018-0177 (Del. Ch., Mar. 12, 2018). An amended complaint was filed on May 24, 2018 under seal, under a confidentiality agreement that was executed by plaintiff. The amended Riche complaint alleges state law claims for breach of fiduciary duty against former USG directors and seeks post-closing damages. The Company believes that it has valid defenses under law and intends to defend itself vigorously.
|
|
●
|
On August 5, 2016, George Douvris, Stephanie Douvris, Michael Hale, Cheryl Cacocci, Hillary E. Wilt and Christina Bryan, acting for themselves and on behalf of all other similarly situated residents of the lower Puna District, filed a complaint in the Third Circuit Court for the State of Hawaii seeking certification of a class action for preliminary and permanent injunctive relief, consequential and punitive damages, attorney’s fees and statutory interest against PGV and other presently unknown defendants. HELCO and other parties were later joined as co-defendants. The Parties have reached an amicable settlement in an immaterial amount which, on April 4, 2019, was recorded by the Court, and the claim dismissed.
|
|
●
|
On March 29, 2016, a former local sales representative in Chile, Aquavant, S.A., filed a claim on the basis of unjust enrichment against Ormat’s subsidiaries in the 27th Civil Court of Santiago, Chile. The claim requests that the court order Ormat to pay Aquavant $4.6 million in connection with its activities in Chile, including the EPC contract for the Cerro Pabellon project and various geothermal concessions, plus 3.75% of Ormat geothermal products sales in Chile over the next 10 years. Pursuant to various motions submitted by the defendants and the plaintiffs to various courts, including the Court of Appeals, the case was removed from the original court and then refiled before the 11th Civil Court of Santiago. The Civil Court has heard oral testimonies and the “factual” stage of the proceedings are completed. The Company believes that it has valid defenses under law and intends to defend itself 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 the Company’s 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.
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23 — LEASES
The Company is a lessee in operating lease transactions primarily consisting of land leases for its exploration and development activities. Additionally, the Company was a lessee under an operating lease in relation to the Puna power plant transaction which was terminated in December 2019 as further described under Note 12 to the consolidated financial statements. The Company is a lessee in finance lease transactions primarily consisting of fleet vehicles and office rentals. The Company is a Lessor in PPAs that are accounted under lease accounting, as further described under Note 1 to the consolidated financial statements under Revenues and cost of revenues.
A.
|
Leases in which the Company is a lessee
|
The table below presents the effects on the amounts relating to total lease cost:
|
|
Year Ended
December 31,
2019
|
|
|
|
(Dollars in thousands)
|
|
Lease cost
|
|
|
|
|
Finance lease cost:
|
|
|
|
|
Amortization of right-of-use assets
|
|
$
|
3,273
|
|
Interest on lease liabilities
|
|
|
1,330
|
|
Operating lease cost
|
|
|
8,057
|
|
Variable lease cost
|
|
|
1,647
|
|
Short-term lease cost
|
|
|
—
|
|
Total lease cost
|
|
$
|
14,307
|
|
|
|
|
|
|
Other information
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
Operating cash flows for finance leases
|
|
$
|
1,330
|
|
Operating cash flows for operating leases
|
|
|
9,004
|
|
Financing cash flows for finance leases
|
|
|
3,164
|
|
Right-of-use assets obtained in exchange for new finance lease liabilities
|
|
|
5,262
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
|
6,364
|
|
|
|
December 31,
|
|
Additional information as of December 31, 2019:
|
|
2019
|
|
Weighted-average remaining lease term — finance leases (in years)
|
|
|
4.0
|
|
Weighted-average remaining lease term — operating leases (in years)
|
|
|
7.3
|
|
Weighted-average discount rate (in percentage)
|
|
|
5
|
%
|
Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows:
|
|
Operating Leases
|
|
|
Finance Leases
|
|
|
|
(Dollars in thousands)
|
|
Year ending December 31,
|
|
|
|
|
|
|
|
|
2020
|
|
$
|
2,742
|
|
|
$
|
4,251
|
|
2021
|
|
|
2,701
|
|
|
|
3,948
|
|
2022
|
|
|
2,079
|
|
|
|
3,873
|
|
2023
|
|
|
1,524
|
|
|
|
2,758
|
|
2024
|
|
|
1,275
|
|
|
|
906
|
|
Thereafter
|
|
|
10,635
|
|
|
|
4,118
|
|
Total future minimum lease payments
|
|
|
20,956
|
|
|
|
19,854
|
|
Less imputed interest
|
|
|
4,205
|
|
|
|
5,577
|
|
Total
|
|
$
|
16,751
|
|
|
$
|
14,277
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Future minimum lease payments under non-cancellable leases as of December 31, 2018, under ASC 840, Leases were as follows:
|
|
(Dollars in thousands)
|
|
Year ending December 31,
|
|
|
|
|
2019
|
|
$
|
10,889
|
|
2020
|
|
|
7,515
|
|
2021
|
|
|
5,758
|
|
2022
|
|
|
4,415
|
|
2023
|
|
|
2,910
|
|
Thereafter
|
|
|
9,292
|
|
Total
|
|
$
|
40,779
|
|
B.
|
Leases in which the Company is a lessor
|
The table below presents the lease income recognized for lessors:
|
|
Year Ended
December 31,
2019
|
|
|
|
(Dollars in thousands)
|
|
Lease income relating to lease payments of operating leases
|
|
$
|
479,059
|
|
Lease income relating to variable lease payments not included in the measurement of the lease
|
|
|
—
|
|
Total
|
|
$
|
479,059
|
|
ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24 — QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
|
Three Months Ended
|
|
|
|
Mar. 31,
2018
|
|
|
June 30,
2018
|
|
|
Sept. 30,
2018
|
|
|
Dec. 31,
2018
|
|
|
Mar. 31,
2019
|
|
|
June 30,
2019
|
|
|
Sept. 30,
2019
|
|
|
Dec. 31,
2019
|
|
|
|
(Dollars in thousands, except per share amounts)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
$
|
132,489
|
|
|
$
|
122,179
|
|
|
$
|
116,891
|
|
|
$
|
138,320
|
|
|
$
|
142,908
|
|
|
$
|
129,079
|
|
|
$
|
123,978
|
|
|
$
|
144,368
|
|
Product
|
|
|
48,672
|
|
|
|
54,915
|
|
|
|
48,439
|
|
|
|
49,717
|
|
|
|
52,128
|
|
|
|
52,030
|
|
|
|
43,037
|
|
|
|
43,814
|
|
Energy storage and management services
|
|
|
2,862
|
|
|
|
1,205
|
|
|
|
1,150
|
|
|
|
2,428
|
|
|
|
4,002
|
|
|
|
2,956
|
|
|
|
3,484
|
|
|
|
4,260
|
|
Total revenues
|
|
|
184,023
|
|
|
|
178,299
|
|
|
|
166,480
|
|
|
|
190,465
|
|
|
|
199,038
|
|
|
|
184,065
|
|
|
|
170,499
|
|
|
|
192,442
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
|
73,482
|
|
|
|
81,236
|
|
|
|
79,845
|
|
|
|
63,692
|
|
|
|
77,543
|
|
|
|
73,775
|
|
|
|
80,124
|
|
|
|
81,393
|
|
Product
|
|
|
33,726
|
|
|
|
37,573
|
|
|
|
35,669
|
|
|
|
33,729
|
|
|
|
42,106
|
|
|
|
41,316
|
|
|
|
31,073
|
|
|
|
31,479
|
|
Energy storage and management services
|
|
|
3,443
|
|
|
|
2,028
|
|
|
|
2,174
|
|
|
|
2,235
|
|
|
|
5,210
|
|
|
|
3,827
|
|
|
|
3,807
|
|
|
|
5,068
|
|
Total cost of revenues
|
|
|
110,651
|
|
|
|
120,837
|
|
|
|
117,688
|
|
|
|
99,656
|
|
|
|
124,859
|
|
|
|
118,918
|
|
|
|
115,004
|
|
|
|
117,940
|
|
Gross profit
|
|
|
73,372
|
|
|
|
57,462
|
|
|
|
48,792
|
|
|
|
90,809
|
|
|
|
74,179
|
|
|
|
65,147
|
|
|
|
55,495
|
|
|
|
74,502
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
1,108
|
|
|
|
1,251
|
|
|
|
706
|
|
|
|
1,118
|
|
|
|
900
|
|
|
|
810
|
|
|
|
1,062
|
|
|
|
1,875
|
|
Selling and marketing expenses
|
|
|
3,699
|
|
|
|
3,712
|
|
|
|
8,578
|
|
|
|
3,813
|
|
|
|
3,865
|
|
|
|
3,276
|
|
|
|
3,783
|
|
|
|
4,123
|
|
General and administrative expenses
|
|
|
13,849
|
|
|
|
15,866
|
|
|
|
13,606
|
|
|
|
4,429
|
|
|
|
15,689
|
|
|
|
14,181
|
|
|
|
11,931
|
|
|
|
14,032
|
|
Impairment charge
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
13,464
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Write-off of unsuccessful exploration activities
|
|
|
123
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Operating income
|
|
|
54,593
|
|
|
|
36,633
|
|
|
|
25,902
|
|
|
|
67,982
|
|
|
|
53,725
|
|
|
|
46,880
|
|
|
|
38,719
|
|
|
|
54,472
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
113
|
|
|
|
189
|
|
|
|
214
|
|
|
|
458
|
|
|
|
293
|
|
|
|
420
|
|
|
|
482
|
|
|
|
320
|
|
Interest expense, net
|
|
|
(14,344
|
)
|
|
|
(15,846
|
)
|
|
|
(18,700
|
)
|
|
|
(22,034
|
)
|
|
|
(21,223
|
)
|
|
|
(21,517
|
)
|
|
|
(20,076
|
)
|
|
|
(17,568
|
)
|
Derivatives and foreign currency transaction gains (losses)
|
|
|
(1,599
|
)
|
|
|
(529
|
)
|
|
|
(383
|
)
|
|
|
(2,250
|
)
|
|
|
472
|
|
|
|
19
|
|
|
|
205
|
|
|
|
(72
|
)
|
Income attributable to sale of tax benefits
|
|
|
7,361
|
|
|
|
3,556
|
|
|
|
4,066
|
|
|
|
4,020
|
|
|
|
7,764
|
|
|
|
4,637
|
|
|
|
4,056
|
|
|
|
4,415
|
|
Other non-operating income (expense), net
|
|
|
(20
|
)
|
|
|
7,373
|
|
|
|
309
|
|
|
|
117
|
|
|
|
91
|
|
|
|
1,027
|
|
|
|
244
|
|
|
|
(482
|
)
|
Income from operations before income tax and equity in earnings (losses) of investees
|
|
|
46,104
|
|
|
|
31,376
|
|
|
|
11,408
|
|
|
|
48,293
|
|
|
|
41,122
|
|
|
|
31,466
|
|
|
|
23,630
|
|
|
|
41,085
|
|
Income tax (provision)
|
|
|
26,942
|
|
|
|
(29,105
|
)
|
|
|
(1,184
|
)
|
|
|
(31,386
|
)
|
|
|
(14,039
|
)
|
|
|
3,529
|
|
|
|
(9,626
|
)
|
|
|
(25,477
|
)
|
Equity in earnings (losses) of investees, net
|
|
|
1,210
|
|
|
|
388
|
|
|
|
(117
|
)
|
|
|
6,182
|
|
|
|
1,047
|
|
|
|
1,202
|
|
|
|
1,085
|
|
|
|
(1,481
|
)
|
Net income
|
|
|
74,256
|
|
|
|
2,659
|
|
|
|
10,107
|
|
|
|
23,089
|
|
|
|
28,130
|
|
|
|
36,197
|
|
|
|
15,089
|
|
|
|
14,127
|
|
Net loss (income) attributable to noncontrolling interest
|
|
|
(4,748
|
)
|
|
|
(3,002
|
)
|
|
|
474
|
|
|
|
(4,869
|
)
|
|
|
(2,184
|
)
|
|
|
(2,259
|
)
|
|
|
516
|
|
|
|
(1,521
|
)
|
Net income (loss) attributable to the Company's stockholders
|
|
$
|
69,508
|
|
|
$
|
(343
|
)
|
|
$
|
10,581
|
|
|
$
|
18,220
|
|
|
$
|
25,946
|
|
|
$
|
33,938
|
|
|
$
|
15,605
|
|
|
$
|
12,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share attributable to the Company's stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1.37
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.36
|
|
|
$
|
0.51
|
|
|
$
|
0.67
|
|
|
$
|
0.31
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1.36
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.21
|
|
|
$
|
0.36
|
|
|
$
|
0.51
|
|
|
$
|
0.66
|
|
|
$
|
0.30
|
|
|
$
|
0.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
50,614
|
|
|
|
50,623
|
|
|
|
50,645
|
|
|
|
50,691
|
|
|
|
50,709
|
|
|
|
50,800
|
|
|
|
50,933
|
|
|
|
51,017
|
|
Diluted
|
|
|
51,051
|
|
|
|
50,958
|
|
|
|
50,963
|
|
|
|
50,936
|
|
|
|
51,012
|
|
|
|
51,094
|
|
|
|
51,334
|
|
|
|
51,511
|
|
NOTE 25 — SUBSEQUENT EVENTS
Cash dividend
On February 25, 2020, the Company’s Board of Directors declared, approved and authorized payment of a quarterly dividend of $5.6 million ($0.11 per share) to all holders of the Company’s issued and outstanding shares of common stock on March 12, 2020, payable on March 26, 2020.
Energy storage assets portfolio purchase transaction
On February 28, 2020, the Company entered into definitive agreements (the “Purchase Agreements”) to acquire a portfolio of energy storage assets in California from a third party (the “Seller”). The acquisition includes one operating energy storage asset and one advanced development energy storage project, both partly contracted with South California Edison. The transaction is contingent upon specific conditions related to the projects and the transaction as well as other customary closing conditions. Under the terms of the Purchase Agreements, the Company will pay up to approximately $65 million in total consideration of which $51 million will be paid at closing, which is expected during the second quarter of 2020, and the rest will be paid upon the Seller meeting certain conditions as well as an earn out. The Company is currently evaluating the accounting impact of this transaction on its 2020 consolidated financial statements.