UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: November 7, 2006

        Ormat Technologies, Inc.        
(Exact name of registrant as specified in its charter)

Commission File No. 001-32347


Delaware No. 88-0326081
(State of Incorporation) (I.R.S. Employer
Identification No.)
6225 Neil Road, Suite 300, Reno, Nevada 89511
(Address of principal executive offices) (Zip code)

                                                                                                                    
(Former name or former address, if changed since last report)

Registrant's telephone number, including area code:    (775) 356-9029

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



TABLE OF CONTENTS

Item 2.02  Results of Operations and Financial Condition
Item 9.01  Financial Statements and Exhibits

Signatures

Exhibit Index

Exhibit 99.1

Ex-99.1  Press Release

2




INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02.    Results of Operations and Financial Condition.

On November 7, 2006, Ormat Technologies, Inc. (the ‘‘Registrant’’) reported its earnings for its third fiscal quarter of 2006. A copy of the Registrant's press release containing this information is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed ‘‘filed’’ for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The Registrant is making reference to non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 9.01.    Financial Statements and Exhibits.

(c) Exhibits

The following exhibit is furnished as part of this report on Form 8-K:

99.1    Press release of the Registrant dated November 7, 2006 containing financial information for its third fiscal quarter of 2006.

Safe Harbor Statement

Information provided in this report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are ‘‘forward-looking statements’’ as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Registrant’s plans, objectives and expectations for future operations and are based upon management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see ‘‘Risk Factors’’ as described in Ormat Technologies, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2006 and the Prospectus Supplement filed with the Securities and Exchange Commission on April 5, 2006.

These forward-looking statements are made only as of the date hereof, and the Registrant undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

3




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ORMAT TECHNOLOGIES, INC.
                    (Registrant)
By   /s/ Yehudit Bronicki                    
Yehudit Bronicki
Chief Executive Officer

Date: November 7, 2006

4




EXHIBIT INDEX


 Exhibit
Number
Description
    99.1 Press Release of Registrant dated November 7, 2006

5




PRESS RELEASE


For Immediate Release  
Ormat Technologies Contact: Investor Relations Contact
Dita Bronicki Todd Fromer / Marybeth Csaby
CEO and President KCSA Worldwide
+1-775-356-9029 212-896-1215 / 212-896-1236
dbronicki@ormat.com tfromer@kcsa.com / mcsaby@kcsa.com

Ormat Technologies, Inc. Reports Third Quarter 2006 Results

Record revenues and record net income for the third quarter

Company announces quarterly cash dividend of $0.04 per share

RENO, Nevada, November 7, 2006    —   ORMAT Technologies, Inc. (NYSE: ORA) today announced financial results for the quarter ended September 30, 2006. For the third quarter, total revenues were $77.8 million compared to $69.3 million for the same quarter in 2005, an increase of 12.4%.

Net income for the quarter ended September 30, 2006 was $13.9 million or $0.39 per share of common stock, as compared with net income of $12.3 million or $0.39 per share of common stock for the same quarter in 2005. There were 35.6 million weighted average number of shares used in computation of earnings per share in the third quarter of 2006 and 31.6 million shares in the same quarter in 2005.

Electricity Segment revenues for the quarter were $56.4 million compared to $51.4 million for the same quarter in 2005, an increase of 9.8%. The increase in revenues was primarily attributed to a growth in generating capacity, which increased the Company’s revenues by $1.3 million and the inclusion of a full quarter of $3.5 million in revenues generated from our Zunil project in Guatemala, which was consolidated as of March 13, 2006.

For the quarter ended September 30, 2006, the Company’s gross margin was 41.6% compared to 45.3% for the same quarter in 2005. Operating income for the quarter ended September 30, 2006 was $24.9 million as compared with $25.3 million for the same quarter in 2005. Gross margin was impacted by a reduction in Electricity Segment margins, which were lower due to the repair cost of the Puna wells and an increase in the operating costs, some of which were related to new power plants that came on line during the quarter but did not yet contribute fully to revenues.

Adjusted EBITDA for the quarter ended September 30, 2006 was $39.7 million as compared with $37.7 million for the same quarter in 2005. Adjusted EBITDA includes consolidated EBITDA and the Company’s share in the operating income and depreciation and amortization totaling $4.1 million for the quarters ended September 30, 2006 and 2005 related to the Company’s unconsolidated investment interests of 50% in the Mammoth project in California, and 80% in the Leyte project in the Philippines. The reconciliation of GAAP net income to Adjusted EBITDA is set forth below in this release.

For the nine months ended September 30, 2006, total revenues were $202.3 million, a 12.9% increase over total revenues of $179.2 million for the same period in 2005. Net income for the nine months ended September 30, 2006 was $30.2 million or $0.89 per common share as compared to $20.3 million, or $0.64 per share for the same period of 2005. There were 34.1 million weighted average shares outstanding during the first nine months of 2006 and 31.6 million during the same period in 2005.




For the nine months ended September 30, 2006, the Company’s gross margin was 39.0% compared to 37.8% during the same period in 2005. Operating income for the nine months ended September 30, 2006 increased 10.0% to $55.1 million from $50.1 million for the same period in 2005.

Adjusted EBITDA for the nine months ended September 30, 2006 was $97.3 million as compared with $89.0 million for the same period in 2005. Adjusted EBITDA includes operating income, depreciation and amortization totaling $11.7 million and $13.0 million, for the nine months ended September 30, 2006 and 2005, respectively, related to the Company’s unconsolidated investment interest of 50% in the Mammoth project in California and 80% in the Leyte project in the Philippines. The reconciliation of GAAP net income to Adjusted EBITDA is set forth below in this release.

As of September 30, 2006, the Company had cash, cash equivalents and marketable securities of $79.9 million compared to $70.5 million as of December 31, 2005. The increase in the Company’s cash position was principally due to the closing of the sale of 4,025,000 shares of common stock at $35.50 per share in a follow-on public offering (including the exercise of the underwriters’ over-allotment option) in April 2006, which resulted in net proceeds of approximately $135.1 million, as well as cash provided by operating activities of $55.2 million. Ormat used a portion of its cash position to fund capital expenditures in the amount of $114.9 million, an investment in Orzunil of $22.8 million, and the repayment of long-term debt in an amount of $35.3 million (including repayment of parent loan).

On November 7, 2006, Ormat's Board of Directors approved the payment of a quarterly cash dividend of $0.04 per share, pursuant to the Company’s dividend policy, which targets an annual payout ratio of at least 20% of the Company’s net income, subject to Board approval. The dividend will be paid on December 13, 2006 to shareholders of record as of the close of business on November 30, 2006.

Commenting on the Company’s recent quarter results, Dita Bronicki, President and Chief Executive Officer, stated, ‘‘We had a good quarter and showed year-over-year gains in revenue in both Segments; growth in the Electricity Segment is expected to continue further with the addition of 250 MW expected to come on line in the three years until the end of 2008’’.

‘‘Revenues from our Products Segment were strong’’, Mrs. Bronicki continued. ‘‘We continue to see growing interest in our recovered energy power generation technology. Over the quarter, we received from ENAGAS S.A. in Spain the first order from a European natural gas pipeline, for a recovered energy generation unit, which we plan to have installed by mid-2008.’’

Mrs. Bronicki concluded ‘‘The worldwide concerns surrounding greenhouses gases and global warming continue to create an extremely supportive regulatory environment for geothermal and other renewable energy sources. In the third quarter, California enacted the greenhouse gas emission reduction law and has accelerated the timing required for utilities to achieve 20% of the power supply from renewables under the States Renewable Portfolio Standard, from 2017 to 2020. These developments underscore the importance of alternative energy as a growth sector that is not tied to fluctuations of gas and oil prices.’’

Commenting on the Company’s outlook for the remainder of 2006, Mrs. Bronicki stated, ‘‘We continue to expect revenues from our Electricity Segment in 2006 of approximately $200 million, and from our Products Segment in 2006 of between $65 and $70 million.’’

Conference Call Details

Ormat will host a conference call to discuss its financial results and other matters discussed in this press release at 9:00 a.m. U.S. E.D.T. on Wednesday, November 8, 2006. The call will be available as a live, listen-only webcast at www.ormat.com . A 30-day archive of the webcast will be available approximately 2 hours after the conclusion of the live call. To listen to a replay, please call 1-877-519-4471 in the United States and Canada and 1-973-341-3080 for international callers and utilize code 7952588.




About Ormat Technologies

Ormat Technologies, Inc. is a vertically integrated company primarily engaged in the geothermal and recovered energy power business. The Company designs, develops, builds, owns and operates geothermal power plants.

It also designs, develops and builds, and plans to own and operate, recovered energy-based power plants. Additionally, the Company designs, manufactures and sells geothermal and recovered energy power units and other power generating equipment, and provides related services. Ormat products and systems are covered by more than 70 patents. ORMAT currently operates the following geothermal power plants: in the United States — Brady, Desert Peak, Heber, Mammoth, Ormesa, Puna and Steamboat; in the Philippines — Leyte; in Guatemala — Zunil; in Kenya — Olkaria; and in Nicaragua — Momotombo.

Safe Harbor Statement

Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are ‘‘forward-looking statements’’ as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to Ormat’s plans, objectives and expectations for future operations and are based upon its management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see ‘‘Risk Factors’’ as described in Ormat Technologies, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2006 and the Prospectus Supplement filed with the Securities and Exchange Commission on April 5, 2006.

These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

About non-GAAP financial measures

This press release includes a financial measure defined as a non-GAAP financial measure by the Securities and Exchange Commission: adjusted EBITDA. This measure may be different from non-GAAP financial measures used by other companies. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management of Ormat Technologies, Inc. believes that adjusted EBITDA provides meaningful supplemental information that both management and investors benefit from in assessing Ormat Technologies’ ability to service and/or incur debt.




Ormat Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the Three and Nine-Month Periods Ended September 30, 2006 and 2005
(Unaudited)


  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2006 2005 2006 2005
  (in thousands, except
per share amounts)
(in thousands, except
per share amounts)
Revenues:                
Electricity:                
Energy and capacity $ 33,823   $ 30,042   $ 87,845   $ 80,009  
Lease portion of energy and capacity 21,908   20,772   59,043   53,363  
Lease income 671   571   2,014   859  
Total electricity 56,402   51,385   148,902   134,231  
Products 21,446   17,905   53,353   44,980  
Total revenues 77,848   69,290   202,255   179,211  
Cost of revenues:                
Electricity:                
Energy and capacity 22,194   17,277   59,736   53,332  
Lease portion of energy and capacity 8,814   7,350   26,454   22,083  
Lease expense 1,311   1,228   3,932   1,843  
Total electricity 32,319   25,855   90,122   77,258  
Products 13,157   12,073   33,269   34,183  
Total cost of revenues 45,476   37,928   123,391   111,441  
Gross margin 32,372   31,362   78,864   67,770  
Operating expenses:                
Research and development expenses 826   777   2,489   1,871  
Selling and marketing expenses 2,410   1,934   7,931   5,793  
General and administrative expenses 4,270   3,388   13,358   9,990  
Operating income 24,866   25,263   55,086   50,116  
Other income (expense):                
Interest income 1,443   1,370   4,905   3,255  
Interest expense (8,347 )   (9,011 )   (23,541 )   (28,811 )  
Foreign currency translation and transaction losses (933 )   (21 )   (1,010 )   (65 )  
Other non-operating income 65   53   372   165  
Income before income taxes, minority interest, and equity in income of investees 17,094   17,654   35,812   24,660  
Income tax provision (4,342 )   (6,977 )   (8,412 )   (9,611 )  
Minority interest in earnings of subsidiaries (242 )     (813 )    
Equity in income of investees 1,429   1,641   3,639   5,271  
Net income $ 13,939   $ 12,318   $ 30,226   $ 20,320  
Earnings per share — basic and diluted $ 0.39   $ 0.39   $ 0.89   $ 0.64  
Weighted average number of shares used in computation of earnings per share:                
Basic 35,588   31,563   34,100   31,563  
Diluted 35,609   31,579   34,100   31,576  



Ormat Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
As of September 30, 2006 and December 31, 2005
(Unaudited)


  September 30,
2006
December 31,
2005
  (in thousands)
Assets        
Current assets:        
Cash and cash equivalents $ 19,856   $ 26,976  
Marketable securities 60,018   43,560  
Restricted cash, cash equivalents and marketable securities 45,444   36,732  
Receivables:        
Trade 42,360   33,515  
Related entities 884   524  
Other 4,135   2,629  
Inventories, net 5,880   5,224  
Costs and estimated earnings in excess of billings on uncompleted contracts 8,625   8,883  
Deferred income taxes 1,796   1,663  
Prepaid expenses and other 6,768   3,256  
Total current assets 195,766   162,962  
         
Unconsolidated investments 38,984   47,235  
Deposits and other 14,137   13,489  
Deferred income taxes 7,270   5,376  
Property, plant and equipment, net 613,844   491,835  
Construction-in-process 145,064   128,256  
Deferred financing and lease costs, net 16,331   17,412  
Intangible assets, net 45,801   47,915  
Total assets $ 1,077,197   $ 914,480  
Liabilities and Stockholders' Equity        
Current liabilities:        
Short-term bank credit $   $ 3,996  
Accounts payable and accrued expenses 60,919   50,048  
Billings in excess of costs and estimated earnings on uncompleted contracts 7,707   12,657  
Current portion of long-term debt:        
Limited and non-recourse 8,335   2,888  
Full recourse 1,000   1,000  
Senior secured notes (non-recourse) 24,090   23,754  
Due to Parent, including current portion of notes payable to Parent 33,386   32,003  
Total current liabilities 135,437   126,346  
Long-term debt, net of current portion:        
Limited and non-recourse 24,334   11,252  
Full recourse 1,000   2,000  
Senior secured notes (non-recourse) 315,280   324,645  
Notes payable to Parent, net of current portion 123,555   140,162  
Other liabilities   1,309  
Deferred lease income 79,554   81,569  
Deferred income taxes 27,024   22,004  
Liabilities for severance pay 13,018   11,409  
Asset retirement obligation 13,201   11,461  
Total liabilities 732,403   732,157  
         
Minority interest in net assets of subsidiaries 64   64  
Stockholders' equity:        
Common stock, par value $0.001 per share; 200,000,000 shares        
authorized; 35,587,496 and 31,562,496 shares issued and outstanding, respectively 35   31  
Additional paid-in capital 260,080   124,008  
Unearned stock-based compensation   (153 )  
Retained earnings 82,256   55,824  
Accumulated other comprehensive income 2,359   2,549  
Total stockholders' equity 344,730   182,259  
Total liabilities and stockholders' equity $ 1,077,197   $ 914,480  



Ormat Technologies, Inc. and Subsidiaries
Reconciliation of Adjusted EBITDA
(Unaudited)

EBITDA represents net income before interest, taxes, depreciation and amortization. Adjusted EBITDA includes operating income, depreciation and amortization of our equity investments in the Mammoth and Leyte projects. EBITDA and adjusted EBITDA are presented because we believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of a Company’s ability to service and/or incur debt. However, other companies in our industry may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA are not measurements of financial performance under accounting principles generally accepted in the United States of America and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net earnings as indicators of our operating performance or any other measures of performance derived in accordance with accounting principles generally accepted in the United States of America. The following table reconciles net income to EBITDA and adjusted EBITDA, for the three and nine-month periods ended September 30, 2006 and 2005:


  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2006 2005 2006 2005
  (in thousands) (in thousands)
Net income $ 13,939   $ 12,318   $ 30,226   $ 20,320  
Adjusted for:                
Equity in income of investees (1,429 )   (1,641 )   (3,639 )   (5,271 )  
Minority interest in earnings of subsidiaries 242     813   -  
Interest expense, net (including amortization of deferred financing costs) 7,837   7,662   19,646   25,621  
Other non-operating income (65 )   (53 )   (372 )   (165 )  
Income tax provision 4,342   6,977   8,412   9,611  
Depreciation and amortization 10,734   8,243   30,520   25,861  
EBITDA 35,600   33,506   85,606   75,977  
Equity in income of Mammoth-Pacific L.P. and Ormat Leyte 1,429   1,424   3,913   4,634  
Depreciation, amortization, interest and taxes attributable to the Company's equity in Mammoth-Pacific L.P. and Ormat Leyte 2,695   2,745   7,744   8,428  
Adjusted EBITDA $ 39,724   $ 37,675   $ 97,263   $ 89,039