Attached files
| file | filename |
|---|---|
| 8-K - 8-K - AMPAL-AMERICAN ISRAEL CORP | zk1211262.htm |
| EX-99.1 - EXHIBIT 99.1 - AMPAL-AMERICAN ISRAEL CORP | exhibit_99-1.htm |
Exhibit 99.2
March 2012
COMPANY
PRESENTATION
PRESENTATION
EXHIBIT 99.2
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 and related sectors. Ampal’s goal is to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow which 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 and related sectors. Ampal’s goal is to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow which 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, as amended, and Section 21E of the Securities Exchange Act of 1934 , as amended) 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 Egypt, 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 outcomes 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 Ampal's annual, quarterly and periodic
reports on file with the Securities and Exchange Commission 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, as amended, and Section 21E of the Securities Exchange Act of 1934 , as amended) 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 Egypt, 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 outcomes 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 Ampal's annual, quarterly and periodic
reports on file with the Securities and Exchange Commission 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.
§ Incorporated in New York
§ Invests in companies with a stable cash flow
§ Market Value (Million US$)** 13
§ Equity (Million US$) 78
3
Company Profile| AMPAL
General Data
Holding Structure
Proportion of Investments
(Holdings Book Value*)
* The Company’s Financial Statements are prepared in accordance with US GAAP (and not IFRS).
** Based on closing price on NASDAQ on March 28, 2012
• Ampal’s investment focus is principally on companies or ventures where
Ampal can exercise significant influence and use its management experience to
enhance those investments.
Ampal can exercise significant influence and use its management experience to
enhance those investments.
• In making its investment decisions Ampal considers among other things,
quality of management, potential return on investment, growth potential,
projected cash flow, investment size, financing and all of Ampal’s debts.
quality of management, potential return on investment, growth potential,
projected cash flow, investment size, financing and all of Ampal’s debts.
• Ampal seeks opportunistic situations in a variety of industries, with a focus on
energy, chemicals and related sectors.
energy, chemicals and related sectors.
• Ampal’s goal is to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow which Ampal can control.
profitable and generate significant free cash flow which Ampal can control.
4
Strategy| AMPAL
§ On December 19, 2011, Ampal requested that the trustees of its Series A, Series B and
Series C Debentures, which are listed on the Tel Aviv Stock Exchange (the "Debentures"),
convene a meeting of the holders of the Debentures (the “Holders”) to discuss Ampal’s
proposal to postpone the principal payments due on the Debentures for 24 months while
continuing to make the interest payments as scheduled.
Series C Debentures, which are listed on the Tel Aviv Stock Exchange (the "Debentures"),
convene a meeting of the holders of the Debentures (the “Holders”) to discuss Ampal’s
proposal to postpone the principal payments due on the Debentures for 24 months while
continuing to make the interest payments as scheduled.
§ On January 18, 2012, Ampal announced that two separate Holders’ committees had been
formed: one to represent the Series A and Series C Debenture holders and the other to
represent the Series B Debenture holders (the “B Holders”).
formed: one to represent the Series A and Series C Debenture holders and the other to
represent the Series B Debenture holders (the “B Holders”).
§ On January 31, 2012, Ampal made an interest payment on the Series B Debentures (the
“Series B Debentures”) to the B Holders on the scheduled payment date, and Ampal did
not request the return of Ampal's funds held by the trustee for the B Holders.
“Series B Debentures”) to the B Holders on the scheduled payment date, and Ampal did
not request the return of Ampal's funds held by the trustee for the B Holders.
5
Restructuring of Certain Indebtedness
§ On March 6, 2012, the B Holders voted (the "Series B Resolution") to accelerate and set to
immediate repayment the entire outstanding amounts under the Series B Debentures. The
Series B Resolution provided that the acceleration would be effective two weeks after
March 6, 2012, unless an additional two-week extension was granted by the committee,
formed by the B Holders (the "Series B Committee") to represent the B Holders. Such
extension was granted on March 20, 2012.
immediate repayment the entire outstanding amounts under the Series B Debentures. The
Series B Resolution provided that the acceleration would be effective two weeks after
March 6, 2012, unless an additional two-week extension was granted by the committee,
formed by the B Holders (the "Series B Committee") to represent the B Holders. Such
extension was granted on March 20, 2012.
§ Additionally, the B Holders voted to authorize the commencement of legal actions and
other measures, at the discretion of Clal Finance Trusts 2007 Ltd., the trustee for the B
Holders, and/or at the recommendation of the Series B Committee, to collect the principal
payment which was due on January 31, 2012 and which Ampal did not make. The B
Holders also voted to empower the Series B Committee to continue negotiations with
Ampal to settle payments to the B Holders and/or to restructure the Series B Debentures,
to protect the rights of the B Holders and to receive all required information from Ampal
regarding its financial status and its ability to meet its obligations.
other measures, at the discretion of Clal Finance Trusts 2007 Ltd., the trustee for the B
Holders, and/or at the recommendation of the Series B Committee, to collect the principal
payment which was due on January 31, 2012 and which Ampal did not make. The B
Holders also voted to empower the Series B Committee to continue negotiations with
Ampal to settle payments to the B Holders and/or to restructure the Series B Debentures,
to protect the rights of the B Holders and to receive all required information from Ampal
regarding its financial status and its ability to meet its obligations.
§ On March 5, 2012, Ampal announced that its Board of Directors decided that Ampal
intended to make an interest payment which was due to be paid to the Series C
Debenture holders on March 7, 2012 (the "Series C Interest Payment"), if the Series B
Resolution was not approved. The Board further decided that if the Series B Resolution
was approved (as it was approved on March 6, 2012, as described above), the Series C
Interest Payment would be postponed until it was clear to Ampal whether the Series B
Resolution to accelerate Ampal’s entire debt owed to the B Holders and set it to
immediate payment would be enforced.
intended to make an interest payment which was due to be paid to the Series C
Debenture holders on March 7, 2012 (the "Series C Interest Payment"), if the Series B
Resolution was not approved. The Board further decided that if the Series B Resolution
was approved (as it was approved on March 6, 2012, as described above), the Series C
Interest Payment would be postponed until it was clear to Ampal whether the Series B
Resolution to accelerate Ampal’s entire debt owed to the B Holders and set it to
immediate payment would be enforced.
6
Restructuring of Certain Indebtedness - Continued
§ On March 29, 2012, the Series C Interest Payment was paid by transferring funds that
were deposited with the trustee for the Series C Debenture holders, in favor of the Series
C Debenture holders, and in accordance with the resolution of the Series C Debenture
holders of March 22, 2012.
were deposited with the trustee for the Series C Debenture holders, in favor of the Series
C Debenture holders, and in accordance with the resolution of the Series C Debenture
holders of March 22, 2012.
§ A meeting of the Series A and Series C Debenture holders is scheduled to be held on April
3, 2012, at the request of the Series A and Series C Debenture holders' trustees. On the
agenda is a resolution to accelerate and set to immediate repayment the entire
outstanding amounts under the Series A and Series C Debentures.
3, 2012, at the request of the Series A and Series C Debenture holders' trustees. On the
agenda is a resolution to accelerate and set to immediate repayment the entire
outstanding amounts under the Series A and Series C Debentures.
§ Presently, Ampal does not have sufficient cash and other resources to service its debt and
finance its ongoing operations. This fact raises substantial doubts as to Ampal's ability to
continue as a going concern if Ampal does not reach agreement with the Holders, obtain
additional financing or otherwise raise capital through the sale of assets or otherwise.
finance its ongoing operations. This fact raises substantial doubts as to Ampal's ability to
continue as a going concern if Ampal does not reach agreement with the Holders, obtain
additional financing or otherwise raise capital through the sale of assets or otherwise.
§ Ampal’s management is in the process of negotiations with the Holders’ committees to
restructure the debt to the Holders, but there is no assurance that the negotiations will
succeed.
restructure the debt to the Holders, but there is no assurance that the negotiations will
succeed.
7
Restructuring of Certain Indebtedness - Continued
Energy
9
EMG | East Mediterranean Gas - EMG Profile
§ EMG was established and registered in Egypt in
2000 and has constructed an off-shore gas pipeline
from El-Arish (Egypt) to Ashkelon (Israel) as well as
on-shore facilities.
2000 and has constructed an off-shore gas pipeline
from El-Arish (Egypt) to Ashkelon (Israel) as well as
on-shore facilities.
§ Egypt has undertaken to export up to 7 BCM of
natural gas annually for 20 years renewable to Israel
through EMG.
natural gas annually for 20 years renewable to Israel
through EMG.
§ EMG’s contracts with Israeli customers for Egyptian
natural gas may have terms of up to 20 years, with a
total of 140 BCM.
natural gas may have terms of up to 20 years, with a
total of 140 BCM.
§ The gas flow to Israel began in June 2008.
§ At the end of 2010 EMG provided gas to Israel
Electric Corporation and Mashav at an annual rate
of 2.5 BCM.
Electric Corporation and Mashav at an annual rate
of 2.5 BCM.
§ During 2011 and 2012, several alleged terror attacks
on EMG’s gas supplier in Sinai interrupted EMG’s
gas flow.
on EMG’s gas supplier in Sinai interrupted EMG’s
gas flow.
§ Ampal’s investment in EMG had a carrying amount
of $361.3 million as of December 31, 2010. Due to
recent developments in Egypt, as of December 31,
2011, it was written down to its fair value of $260.4
million, resulting in a loss of $100.9 million.
of $361.3 million as of December 31, 2010. Due to
recent developments in Egypt, as of December 31,
2011, it was written down to its fair value of $260.4
million, resulting in a loss of $100.9 million.
10
EMG | East Mediterranean Gas - 2011 and 2012 Updates
• Since February 5, 2011, there were several explosions, due to alleged terror attacks, along the Egyptian gas
pipeline owned and operated by GASCO (the Egyptian gas transport company and EMG's gas supplier).
pipeline owned and operated by GASCO (the Egyptian gas transport company and EMG's gas supplier).
• In addition to the attacks on the GASCO facilities, on July 30, 2011, in the wake of violent incidents in El-
Arish, Egypt, there was an attempt to damage EMG's site near El-Arish. The security forces on site
returned fire, prevented any penetration of the EMG site and repelled the attack. Neither EMG's site nor
EMG's pipeline were damaged in any of the attacks.
Arish, Egypt, there was an attempt to damage EMG's site near El-Arish. The security forces on site
returned fire, prevented any penetration of the EMG site and repelled the attack. Neither EMG's site nor
EMG's pipeline were damaged in any of the attacks.
• Due to the alleged terror attacks, from February 5, 2011 to March 30, 2012, the supply of gas to EMG, and
therefore to EMG’s Israeli clients, was interrupted several times.
therefore to EMG’s Israeli clients, was interrupted several times.
• During the calendar year 2011, no gas was supplied for an aggregate of 225 days, and during 2012, gas was
not supplied for an aggregate of 66 days between January 1, 2012 and March 30, 2012.
not supplied for an aggregate of 66 days between January 1, 2012 and March 30, 2012.
• Since the alleged terror attack of March 5, 2012 on GASCO's pipeline, gas to EMG and its Israeli clients has
not been supplied.
not been supplied.
• As a result of the continued interruption of gas supply to EMG and the delivery of gas to EMG below
contracted quantities, the international shareholders of EMG, including Ampal, have commenced
procedures under applicable bilateral investment treaties between several countries and Egypt. Such
procedures may ultimately result in arbitration of claims under the various treaties, EMG’s gas supply
agreement or other agreements.
contracted quantities, the international shareholders of EMG, including Ampal, have commenced
procedures under applicable bilateral investment treaties between several countries and Egypt. Such
procedures may ultimately result in arbitration of claims under the various treaties, EMG’s gas supply
agreement or other agreements.
• Additionally, Ampal has also been advised by EMG that EMG has initiated arbitration proceedings against
the government-owned Egyptian gas supplier alleging a breach of various provisions of its gas purchase
agreement. EMG seeks, in part, to enforce the undertakings included in the gas purchase agreement.
the government-owned Egyptian gas supplier alleging a breach of various provisions of its gas purchase
agreement. EMG seeks, in part, to enforce the undertakings included in the gas purchase agreement.
§ Demand for natural gas in
Israel continues to
increase both for
electricity generation and
industrial conversions.
Israel continues to
increase both for
electricity generation and
industrial conversions.
§ EMG is one of only two
gas suppliers in Israel.
gas suppliers in Israel.
§ EMG contracted the
supply of more than half
of the natural gas
consumed by the Israeli
market.
supply of more than half
of the natural gas
consumed by the Israeli
market.
11
EMG | East Mediterranean Gas
Natural Gas in Israel
§ EMG has access to Egyptian gas reserves
totaling in excess of 2,500 BCM from proven
diverse sources
totaling in excess of 2,500 BCM from proven
diverse sources
§ EMG has skilled and professional
management with decades of experience in
Egypt and its gas industry
management with decades of experience in
Egypt and its gas industry
§ EMG has already concluded several long-
term contracts for the sale of over 90 BCM
valued at over US$15 billion
term contracts for the sale of over 90 BCM
valued at over US$15 billion
§ EMG's estimated revenues (assuming
delivery of 7 BCM annually) - over US$1.0
billion
delivery of 7 BCM annually) - over US$1.0
billion
§ Estimated EBITDA (with provision of 7 BCM
annually) - over US$350 million
annually) - over US$350 million
§ Pipeline construction cost - approximately
US$460 million
US$460 million
§ Debt Balance - US$170 million
§ Due to current interruption in gas supply,
Ampal cannot determine the expected first
dividend from EMG
Ampal cannot determine the expected first
dividend from EMG
EMG
12
EMG | Signed Contracts & Options
BCM
13
Renewable Energy
§ GWE is owned equally by Clal and Ampal (50%/50%)
§ GWE focuses on the new development and acquisition of controlling interests in renewable
energy, including wind energy projects outside of Israel
energy, including wind energy projects outside of Israel
§ GWE currently has projects in Greece and Poland, which are in varying developmental
stages, with a total capacity of over 250 mega watt (“MW”)
stages, with a total capacity of over 250 mega watt (“MW”)
§ As of December 31, 2011, GWE received a production license for 2 projects for a total
capacity of approximately 60MW wind farms, and a 20MW photovoltaic project, all in
Greece
capacity of approximately 60MW wind farms, and a 20MW photovoltaic project, all in
Greece
Global Wind Energy (“GWE”)
14
Renewable Energy
§ Production of Bio-Ethanol fuel from sugarcane.
§ The Project includes the development of a 11,000 hectare sugar cane plantation
(Agricultural Project) and the design, construction and operation of an ethanol
production plant (Industrial Project). 10,000 hectares are already available for the
Project, including purchased and leased land.
(Agricultural Project) and the design, construction and operation of an ethanol
production plant (Industrial Project). 10,000 hectares are already available for the
Project, including purchased and leased land.
§ The Colombian government supports the development of the ethanol industry and,
since 2000, has adopted a series of measures to encourage the supply and demand for
ethanol and to create a regulatory framework to set prices, including the adoption of a
series of laws, decrees and resolutions to stimulate carburant alcohol production, sale
and consumption, and including the Colombian Law that stipulates mandatory 10%
blending of Ethanol for gasoline use in urban areas.
since 2000, has adopted a series of measures to encourage the supply and demand for
ethanol and to create a regulatory framework to set prices, including the adoption of a
series of laws, decrees and resolutions to stimulate carburant alcohol production, sale
and consumption, and including the Colombian Law that stipulates mandatory 10%
blending of Ethanol for gasoline use in urban areas.
§ Ampal holds a loan of approximately US$22 million convertible to 25% of the Project, to
be converted upon the first withdrawal from the financing bank.
be converted upon the first withdrawal from the financing bank.
Ethanol Project in Colombia
Chemicals
16
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
17
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.
§ On November 17, 2011, Gadot completed the purchase of 65% of the
outstanding share capital of Agrinet Central Europe Ltd ("ACE"), an
Israeli company which operates mainly in Eastern Europe in the
agriculture field, for a purchase price of US$2.67 million. Pursuant to
the purchase agreement, Gadot was granted a call option and the
seller was granted a put option for the remaining shares of ACE.
outstanding share capital of Agrinet Central Europe Ltd ("ACE"), an
Israeli company which operates mainly in Eastern Europe in the
agriculture field, for a purchase price of US$2.67 million. Pursuant to
the purchase agreement, Gadot was granted a call option and the
seller was granted a put option for the remaining shares of ACE.
Chemicals Field
18
Gadot Chemicals Tankers & Terminals | Gadot
Financial Highlights
|
US$ in Millions
|
2011
|
2010
|
|
Revenues
|
540
|
497
|
|
Adjusted
EBITDA* |
30
|
26
|
|
Total CapEx
|
6.5
|
6.3
|
*See EBITDA break-down on Appendix A
Financials
20
Condensed Solo* (unconsolidated) Balance Sheet (Pro-Forma) - December 31, 2011
* Including Gadot, Merhav Ampal Energy Holdings, LP and Country Club Kfar Saba on equity basis and not consolidated.
** Including a convertible loan of approximately US$22M to the project in Colombia.
|
Assets
|
|
Liabilities and
Shareholders’
Equity
|
||||
|
|
|
US$
(in Millions)
|
|
|
|
US$
(in Millions)
|
|
Cash, deposits and other
financial items**
|
|
86.3
|
|
Banks and Debentures
|
|
321.1
|
|
Investments
|
|
304.8
|
|
Accounts Payable and
Others
|
|
|
|
Fixed Assets
|
|
2.2
|
|
|
16.4
|
|
|
Other
|
|
22.2
|
|
Equity
|
|
78.0
|
|
|
|
|
|
|
|
|
|
Total
|
|
415.5
|
|
Total
|
|
415.5
|
21
Main Holdings - December 31, 2011
* Ampal’s Financial Statements reflect a 16.8% interest in the shares of EMG (approximately US$260M), 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$67M) 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$67M) is attributable to the institutional investors.
** Due to the impairment of Ampal’s investment in EMG, the investment’s carrying amount (16.8% of EMG) of
approximately US$361M (as of December 31, 2010) was written down to its fair value of approximately US$260M.
approximately US$361M (as of December 31, 2010) was written down to its fair value of approximately US$260M.
Ampal’s
ownership %
ownership %
12.5%
100%
EMG*
Gadot
Other
Total
Book Value (US$
in Millions)
in Millions)
193.7
102.3
8.8
304.8
Method of Book Value
Cost (after impairment)**
Consolidated
Current Liabilities (excluding banks and
debentures)
debentures)
Current Assets (excluding cash, deposits
and other financial items)
and other financial items)
22
Condensed Consolidated Balance Sheet - December 31, 2011
Cash, deposits and other financial items*
Fixed Assets
Investments:
Other Investments
177.7
99.3
846.6
190.5
193.7
66.6
9.5
US$ (in
Millions)
Millions)
EMG (Ampal)
Gadot - Construction of Vessels
Capital Note - Institutional Investors in EMG
Other Liabilities (including minority rights)
91.9
846.6
48.6
95.9
2.3
US$ (in
Millions)
Millions)
Banks - Ampal
237.1
86.7
206.1
Debentures
Loans:
Equity
78.0
*Including a convertible loan of approximately US$22M to the project in Colombia
Other Non-Current Assets
31.9
Goodwill and Intangible Assets
77.3
Thank you!
24
Appendix A - EBITDA Break-Down for Gadot
540
(494)
46
(44)
25
27
3
30
Twelve Months Ended
December 31, 2011
December 31, 2011
497
(452)
45
(40)
17
22
4
26
Twelve Months Ended
December 31, 2010
December 31, 2010
Revenues
Expenses
Profit
Marketing, sales, general,
administrative and other expenses
administrative and other expenses
Depreciation and amortization
EBITDA
Non-recurring and stock
compensation expenses
compensation expenses
Adjusted EBITDA
25
Adjusted EBITDA is defined as earnings before interest, income tax provision,
depreciation and amortization, adjusted for non recurring expenses. Management
believes adjusted EBITDA for Gadot to be a meaningful indicator of its
performance that provides useful information to investors regarding its 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 Gadot to be a meaningful indicator of its
performance that provides useful information to investors regarding its 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.