Attached files
| file | filename |
|---|---|
| 8-K - AMPAL-AMERICAN ISRAEL CORP | zk1008246.htm |
| EX-99.1 - EXHIBIT 99.1 - AMPAL-AMERICAN ISRAEL CORP | exhibit_99-1.htm |
Exhibit 99.2
MAY 2010
COMPANY
PRESENTATION
PRESENTATION
2
About Ampal:
Ampal-American Israel Corporation (“Ampal” or the “Company”) and its subsidiaries acquire interests primarily in businesses
located in the State of Israel or that are Israel-related. Ampal is seeking opportunistic situations in a variety of industries, with a
focus on energy, chemicals, communication and related sectors. Ampal’s goal is to develop or acquire majority interests in
businesses that are profitable and generate significant free cash flow that Ampal can control. For more information about Ampal
please visit our web site at www.ampal.com.
located in the State of Israel or that are Israel-related. Ampal is seeking opportunistic situations in a variety of industries, with a
focus on energy, chemicals, communication and related sectors. Ampal’s goal is to develop or acquire majority interests in
businesses that are profitable and generate significant free cash flow that Ampal can control. For more information about Ampal
please visit our web site at www.ampal.com.
Safe Harbor Statement on Forward-Looking Statements
Certain information in this presentation includes forward-looking statements (within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and information relating to Ampal that are based on the beliefs
of management of Ampal as well as assumptions made by and information currently available to the management of Ampal. When
used in this presentation, the words "anticipate," "believe," "estimate," "expect," "intend," "plan," and similar expressions as they
relate to Ampal or Ampal's management, identify forward-looking statements. Such statements reflect the current views of Ampal
with respect to future events or future financial performance of Ampal, the outcome of which is subject to certain risks and other
factors which could cause actual results to differ materially from those anticipated by the forward-looking statements, including
among others, the economic and political conditions in Israel, the Middle East, including the situation in Iraq, and the global
business and economic conditions in the different sectors and markets where Ampal's portfolio companies operate. Should any of
these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcome may vary from
those described herein as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-
looking statements attributable to Ampal or persons acting on its behalf are expressly qualified in their entirety by the cautionary
statements in this paragraph. Please refer to the Ampal's annual, quarterly and periodic reports on file with the SEC for a more
detailed discussion of these and other risks that could cause results to differ materially. Ampal assumes no obligation to update or
revise any forward-looking statements.
Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and information relating to Ampal that are based on the beliefs
of management of Ampal as well as assumptions made by and information currently available to the management of Ampal. When
used in this presentation, the words "anticipate," "believe," "estimate," "expect," "intend," "plan," and similar expressions as they
relate to Ampal or Ampal's management, identify forward-looking statements. Such statements reflect the current views of Ampal
with respect to future events or future financial performance of Ampal, the outcome of which is subject to certain risks and other
factors which could cause actual results to differ materially from those anticipated by the forward-looking statements, including
among others, the economic and political conditions in Israel, the Middle East, including the situation in Iraq, and the global
business and economic conditions in the different sectors and markets where Ampal's portfolio companies operate. Should any of
these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcome may vary from
those described herein as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-
looking statements attributable to Ampal or persons acting on its behalf are expressly qualified in their entirety by the cautionary
statements in this paragraph. Please refer to the Ampal's annual, quarterly and periodic reports on file with the SEC for a more
detailed discussion of these and other risks that could cause results to differ materially. Ampal assumes no obligation to update or
revise any forward-looking statements.
Use of Non-GAAP Financial Measures
Ampal uses certain non-GAAP financial measures in this presentation. Ampal uses non-GAAP financial measures as supplemental
measures of performance and believes these measures provide useful information to investors in evaluating our operations, period
over period. However, non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation
or as a substitute for Ampal’s financial results prepared in accordance with GAAP. In addition, investors should note that any non-
GAAP financial measures Ampal uses may not be the same non-GAAP financial measures, and may not be calculated in the same
manner, as that of other companies. Reconciliations of our non-GAAP financial measures are included in this presentation.
measures of performance and believes these measures provide useful information to investors in evaluating our operations, period
over period. However, non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation
or as a substitute for Ampal’s financial results prepared in accordance with GAAP. In addition, investors should note that any non-
GAAP financial measures Ampal uses may not be the same non-GAAP financial measures, and may not be calculated in the same
manner, as that of other companies. Reconciliations of our non-GAAP financial measures are included in this presentation.
3
Company Profile| AMPAL
General Data
§ Incorporated in New York
§ Invests in companies with a stable cash flow
§ Market Value (Million US$)** 156
§ Equity (Million US$) 215
* The Company Financial Statements are prepared in accordance with US GAAP (and not IFRS)
** Based on closing price on NASDAQ on March 31,2010
Holding Structure
Proportion of Investments
(Holdings Book Value*)
4
Diversification of Segments | AMPAL
Chemicals
Energy
EMG
12.5%
(2006)
012 Smile
100%
(2010)
Gadot
Chemical
Tankers
Chemical
Tankers
100%
(2007)
Areas of
activities:
activities:
GWE
50%
(2008)
Ethanol project in
Colombia
Colombia
(Loan convertible to
25%)
25%)
(2009)
Communications
* Percentage indicates Amapl’s ownership interest in applicable company
Holdings*:
(Year Ampal made
investment)
investment)
5
Major Milestones| AMPAL
1400
1200
1000
800
800
600
400
200
0
2001 2002 2003 2004 2005 2006 2007 2008 2009 Q1 2010
Total Assets (Million US$)
EMG
Purchase
012 Smile
Purchase
Gadot
Purchase
Registration
For trade on
TASE
Energy
7
EMG | East Mediterranean Gas
§ EMG was established in Egypt in 2000
and has constructed a gas Pipeline, as
well as on shore facilities, from El-Arish
(Egypt) to Ashkelon (Israel). The gas flow
to Israel began in 2008.
and has constructed a gas Pipeline, as
well as on shore facilities, from El-Arish
(Egypt) to Ashkelon (Israel). The gas flow
to Israel began in 2008.
§ Annual Egyptian natural gas allocation for
export of 7 BCM from Egypt to Israel and
a total 140 BCM over a 20 years period of
contracts.
export of 7 BCM from Egypt to Israel and
a total 140 BCM over a 20 years period of
contracts.
§ When the full 7 BCM will be streamed,
the expected annual income for EMG
shall exceed 1 Billion US$.
the expected annual income for EMG
shall exceed 1 Billion US$.
EMG Profile
8
EMG | East Mediterranean Gas
§ Demand for natural gas in
Israel is constantly
increasing
Israel is constantly
increasing
§ One of only two
companies supplying
natural gas in Israel.
Supplies approximately
half of the natural gas in
the Israeli market
companies supplying
natural gas in Israel.
Supplies approximately
half of the natural gas in
the Israeli market
§ EMG is the only company
which can provide
additional quantities of
gas to Israel in the years
2010-2013
which can provide
additional quantities of
gas to Israel in the years
2010-2013
Natural Gas in Israel
§ Access to gas reserves in excess of 2,500
BCM from proven and diverse sources
BCM from proven and diverse sources
§ Skilled and professional management with
decades of experience in Egypt and its gas
industry
decades of experience in Egypt and its gas
industry
§ The company holds 8 long term contracts
for the sale of over 65 BCM valued at over
10 Billion US$
for the sale of over 65 BCM valued at over
10 Billion US$
§ Israel Electric Corporation
(20 years*)
§ Dorad (18 years*)
§ Makteshim, Haifa Chemicals,
Mashav, Ashdod Energy, Solad
and Ramat Negev
EMG
* Includes extensions of initial terms.
42 BCM
13.6 BCM
9 BCM
9
Renewable Energy
§ Production of Bio-Ethanol fuel from sugarcane
§ The Project includes: 10,000 hectare of land
(leased and purchased), irrigation, agriculture,
erection of an Ethanol Extraction Plant, sale of Bio-
Ethanol to the local market.
(leased and purchased), irrigation, agriculture,
erection of an Ethanol Extraction Plant, sale of Bio-
Ethanol to the local market.
§ Due to local regulations of Ethanol usage, the local
market suffers a substantial shortage of Ethanol.
market suffers a substantial shortage of Ethanol.
§ Expected construction period - 3 years.
§ Ampal holds a loan of approximately US$22 Million
convertible to 25% of the Project, subject to
financial closing.
convertible to 25% of the Project, subject to
financial closing.
§ Ampal’s partnership with Clal Industries (50/50)
§ Developing wind and photovoltaic projects
Global Wind Energy
Ethanol Project in Colombia
Chemicals
11
Gadot Chemicals Tankers & Terminals | Gadot
§ The leading Israeli company for chemical
supply and services to customers
throughout the supply chain of chemicals
from producer to end-user (mainly liquid
chemicals).
supply and services to customers
throughout the supply chain of chemicals
from producer to end-user (mainly liquid
chemicals).
Gadot Profile
12
Gadot Chemicals Tankers & Terminals | Gadot
§ Years of experience in storage, handling, packaging, transporting and
shipping hazardous materials.
shipping hazardous materials.
§ Provides services to the entire chemicals supply chain in Israel.
§ Geographic Areas of Activity: Israel, Western Europe, South and
Central America, USA.
Central America, USA.
§ Clients, including major Israeli companies:
Teva, Makhteshim, ICL, Palsan, HP and others.
Chemicals Field
Communications
14
Communications | 012 Smile Telecom
The Company maintains three
major Areas of Activity
major Areas of Activity
012 Smile Profile
International Long Distance
(Traditional Voice)
(Traditional Voice)
Broadband Internet Service
Provider
Provider
Fixed-line telephony
(VOB - Voice Over Broadband)
Market Share
in Israel
in Israel
Distibution of Income to
Areas of Activity
Areas of Activity
33%
5%
33%
15
§ A strong brand name in the ISP and international long distance
market in Israel
market in Israel
§ Successful penetration to the fixed-line telephony market
through voice over broadband (VOB) area
through voice over broadband (VOB) area
§ Approximately 170,000 subscribers in three years
§ Years of experience in the Israeli communications market and
a quality management team
a quality management team
Communications | 012 Smile Telecom
Communications Field in Israel
Financials
17
Condensed Solo* (unconsolidated) Balance Sheet (Pro-Forma) - March 31, 2010
* Including Gadot, 012 Smile, Merhav Ampal Energy Holdings, LP and Country Club Kfar Saba on equity basis and not
consolidated.
consolidated.
** Including a convertible loan of approximately US$22M to the project in Colombia.
|
Assets
|
|
Liabilities and
Shareholders’
Equity
|
||||
|
|
|
US$
(in Thousands)
|
|
|
|
US$
(in Thousands)
|
|
Cash, deposits and other
financial items**
|
|
71,561
|
|
Banks and Debentures
|
|
390,717
|
|
Investments
|
|
506,968
|
|
Accounts Payable
|
|
8,172
|
|
Fixed Assets
|
|
2,925
|
|
Noncontrolling interest
|
|
217
|
|
Other
|
|
32,447
|
|
Equity
|
|
214,795
|
|
|
|
|
|
|
|
|
|
Total
|
|
613,901
|
|
Total
|
|
613,901
|
18
Main Holdings - March 31, 2010
* Ampal’s Financial Statements reflect a 16.8% interest in the shares of EMG (approximately US$365M), which includes
the 8.6% interest in EMG held by Ampal’s joint venture with certain Israeli institutional investors, of which a 4.3%
interest in EMG (approximately US$98.7) is attributable to the institutional investors.
the 8.6% interest in EMG held by Ampal’s joint venture with certain Israeli institutional investors, of which a 4.3%
interest in EMG (approximately US$98.7) is attributable to the institutional investors.
Method of Book Value
Cost
Consolidated
Consolidated
Ampal’s
ownership %
ownership %
12.5%
100%
100%
EMG*
Gadot
012 Smile
Other
Total
Book Value (US$
in Millions)
in Millions)
266.2
122.0
108.9
9.9
507.0
19
Results of Operations in Consolidated Companies*
* The investments in 012 Smile and Gadot by Ampal account for 46% of Ampal’s total holdings (according to their book
value)
value)
** See EBITDA break-down on Appendix A
*** 012 Smile’s results up to the date it was purchased (on January 31, 2010) are relating to its activities under its former
owners, and from that date on - to its activities under Ampal, which account for approximately 68% of the incomes and
approximately 70% of EBITDA.
owners, and from that date on - to its activities under Ampal, which account for approximately 68% of the incomes and
approximately 70% of EBITDA.
EBITDA **
Gadot
012 Smile***
Q1 2009
6
16
22
2009
22
74
96
Q1 2010
4
19
23
Income
Gadot
012 Smile***
Q1 2009
95
69
164
2009
394
311
705
Q1 2010
114
77
191
20
Condensed Consolidated Balance Sheet - March 31, 2010
Current Assets (excluding cash, deposits and
other financial items)
other financial items)
Cash, deposits and other financial items*
Fixed Assets
Investments:
EMG (Institutional Investors)
Other Investments
Goodwill and Intangible Assets
229.4
94.1
1,261.5
197.2
266.0
98.7
7.5
368.7
US$ (in
Millions)
Millions)
EMG (Ampal)
Current Liabilities (excluding banks and
debentures)
debentures)
Gadot - Construction of Vessels
Capital Note - Institutional Investors in EMG
Other Liabilities (including Minority rights)
154.8
1,261.5
124.5
51.0
98.7
10.2
US$ (in
Millions)
Millions)
Banks - Gadot
Banks - Ampal
Banks - 012 Smile
216.8
178.4
212.3
Debentures
Loans:
Equity
214.8
*Including a convertible loan of approximately US$22M to the project in Colombia
**all data on 012 Smile.Communications Ltd. prior to the acquisition of its business by 012 Smile is based on publications
made by 012 Smile.Communications Ltd. on the Tel Aviv Stock Exchange and NASDAQ.
made by 012 Smile.Communications Ltd. on the Tel Aviv Stock Exchange and NASDAQ.
Thank you!
22
Appendix A - EBITDA Break-Down for 012 Smile
Revenues
Expenses
Profit
Marketing, sales, General, administrative and other expenses
Depreciation and amortization
EBITDA
Non-recurring expenses
Adjusted EBITDA
52
26
78
67
(36)
(19)
(55)
(46)
16
7
23
21
(11)
(5)
(16)
(12)
8
4
12
7
13
6
19
16
--
--
--
--
13
6
19
16
(1) includes 012 Smile results from the day it was purchased at February 1, 2010 .
(2) all data on 012 Smile.Communications Ltd. prior to the acquisition of its business by 012 Smile is based on
publications made by 012 Smile.Communications Ltd. on the Tel Aviv Stock Exchange and NASDAQ.
publications made by 012 Smile.Communications Ltd. on the Tel Aviv Stock Exchange and NASDAQ.
Two Months From
February 1 To
March 31, 2010
February 1 To
March 31, 2010
(Unaudited) (1)
One Month Ended
January 31, 2010
(Unaudited)
Three Months
Ended
Ended
March 31, 2010
(Unaudited)
Three Months
Ended
Ended
March 31, 2009 (2)
23
Appendix A - EBITDA Break-Down for Gadot
Revenues
Expenses
Profit
Marketing, sales, General, administrative and other expenses
Depreciation and amortization
EBITDA
Non-recurring expenses
Adjusted EBITDA
114
95
394
(106)
(87)
(363)
8
8
31
(8)
(5)
(26)
4
3
17
4
6
22
--
--
--
4
6
22
|
One Month Ended January
31, 2010(Unaudited)
|
Three Months Ended March
31, 2009
|
Twelve moths Ended
December 31, 2009 |
24
Adjusted EBITDA is defined as earnings before interest, income tax provision,
depreciation and amortization, adjusted for non recurring expenses. Management
believes adjusted EBITDA for 012 Smile and Gadot to be a meaningful indicator of
their performance that provides useful information to investors regarding their
financial condition and results of operations. Presentation of adjusted EBITDA is a
non-GAAP financial measure commonly used by management to measure
operating performance. While management considers adjusted EBITDA to be an
important measure of comparative operating performance, it should be
considered in addition to, but not as a substitute for, net income and other
measures of financial performance reported in accordance with Generally
Accepted Accounting Principles. Adjusted EBITDA does not reflect cash available
to fund cash requirements. Not all companies calculate adjusted EBITDA in the
same manner, and the measure as presented may not be comparable to similarly-
titled measures presented by other companies.
depreciation and amortization, adjusted for non recurring expenses. Management
believes adjusted EBITDA for 012 Smile and Gadot to be a meaningful indicator of
their performance that provides useful information to investors regarding their
financial condition and results of operations. Presentation of adjusted EBITDA is a
non-GAAP financial measure commonly used by management to measure
operating performance. While management considers adjusted EBITDA to be an
important measure of comparative operating performance, it should be
considered in addition to, but not as a substitute for, net income and other
measures of financial performance reported in accordance with Generally
Accepted Accounting Principles. Adjusted EBITDA does not reflect cash available
to fund cash requirements. Not all companies calculate adjusted EBITDA in the
same manner, and the measure as presented may not be comparable to similarly-
titled measures presented by other companies.