Business Context and Reporting Period
This Form 8-K Current Report was filed by Ormat Technologies, Inc. on September 21, 2018, regarding an event that occurred on September 17, 2018. The filing addresses a change in the Company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and auditing matters.
Material Changes
- Resignation of Principal Auditor: PricewaterhouseCoopers LLP ("PwC LLP") resigned as the Company's principal auditor because it no longer meets PCAOB standards to serve in that capacity.
- Appointment of New Principal Auditor: The Audit Committee appointed Kesselman & Kesselman, Certified Public Accountants (Israel), a member firm of PricewaterhouseCoopers International Limited ("PwC Israel"), as the new independent registered public accounting firm.
- Operational Transition: The signing office will transition from the San Francisco office of PwC LLP to the Tel Aviv office of PwC Israel. PwC LLP will continue to maintain auditing responsibilities for the Company's U.S. operations.
Management Commentary, Risks, and Contingencies
- Audit History: PwC LLP's audit reports for the fiscal years ended December 31, 2016, and 2017, did not contain adverse opinions, disclaimers, or modifications regarding uncertainty, scope, or accounting principles.
- Disagreements: There were no disagreements between the Company and PwC LLP on accounting principles, practices, or auditing scope during the relevant periods.
- Reportable Events: The filing notes one reportable event: a material weakness in the design of internal control over financial reporting related to the accounting for income taxes. This affected the recording of income tax accounts in 2017 interim and annual statements, including audit adjustments. Further details are referenced in Item 9A of the Form 10-K/A filed on June 19, 2018.
- Consultations: No consultations were held with PwC Israel regarding accounting principles or audit opinions prior to their engagement.
Investor Verification Checklist
- Verify the specific details of the material weakness in internal controls over income tax accounting referenced in the June 19, 2018 Form 10-K/A.
- Confirm the scope of PwC LLP's continued involvement with U.S. operations versus PwC Israel's role as principal auditor.
- Review the letter from PwC LLP (Exhibit 16.1) to ensure they concur with the statements regarding the resignation and lack of disagreements.
- Monitor upcoming quarterly reports (starting with the quarter ended September 30, 2018) for the first audit review conducted by PwC Israel.