Attached files
| file | filename |
|---|---|
| 8-K - 8-K - AMPAL-AMERICAN ISRAEL CORP | zk1109623.htm |
| EX-99.1 - EXHIBIT 99.1 - AMPAL-AMERICAN ISRAEL CORP | exhibit_99-1.htm |
Exhibit 99.2
March 2011
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 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 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 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 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 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 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$)** 111
§ Equity (Million US$) 185
Holding Structure
Proportion of Investments
(Holdings Book Value*)
* The Company Financial Statements are prepared in accordance with US GAAP (and not IFRS). The chart excludes
012 Smile Telecom, which was sold on March 3, 2011. For further details see Page 17.
012 Smile Telecom, which was sold on March 3, 2011. For further details see Page 17.
** Based on closing price on NASDAQ on March 16, 2011
4
Major Milestones| AMPAL
1400
1200
1000
800
800
600
400
200
0
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Total Assets (Million US$)
EMG
Purchase
012 Smile
Purchase*
Gadot
Purchase
Registration
For trading on
TASE
* On March 3, 2011, the Company’s wholly owned subsidiary completed the sale of all
the issued and outstanding share capital of 012 Smile. For further details see Page 17.
the issued and outstanding share capital of 012 Smile. For further details see Page 17.
Energy
6
EMG | East Mediterranean Gas
§ 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.
§ 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.
§ In 2011 EMG is expected to provide
approximately 3.0 BCM to its customers
approximately 3.0 BCM to its customers
§ 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.
Egyptian natural gas may have terms of up to 20
years, with a total of 140 BCM.
EMG Profile
7
EMG | East Mediterranean Gas
§ 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 supplies more than
half of the natural gas
consumed by the Israeli
market
half of the natural gas
consumed by the Israeli
market
§ EMG is currently the only
company that can provide
additional quantities of
gas to Israel in the years
2011-2013
company that can provide
additional quantities of
gas to Israel in the years
2011-2013
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
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$ 203 million
§ First Dividend is expected in 2011 (according
to a declared policy).
to a declared policy).
EMG
8
EMG | Signed & Potential Contracts
BCM
*Options may or may not be exercised on March 31st, 2011
9
EMG | East Mediterranean Gas
• EMG’s gas supply to its Israeli clients has resumed on March 15th,
2011.
2011.
• The gas supply suffered a supply interruption from February 5th,
2011 to March 15th, 2011, due to an explosion and subsequent fire in
a facility of GASCO (the Egyptian gas transport company) which is part
of a pipeline leading to Jordan, Lebanon and Syria, located some 30
kilometers (about 18.6 miles) from EMG’s pipeline.
2011 to March 15th, 2011, due to an explosion and subsequent fire in
a facility of GASCO (the Egyptian gas transport company) which is part
of a pipeline leading to Jordan, Lebanon and Syria, located some 30
kilometers (about 18.6 miles) from EMG’s pipeline.
• Neither EMG’s pipeline nor its system were damaged, and the
interruption was due to the damage to GASCO’s system.
interruption was due to the damage to GASCO’s system.
EMG Pipeline - 2011 updates
10
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 seeks to either develop or acquire wind energy opportunities with a goal of
establishing at least 150 MW of installed capacity by the middle of 2011
establishing at least 150 MW of installed capacity by the middle of 2011
§ GWE currently has projects in Greece and Poland, which are in varying developmental
stages, with a total capacity of over 250 MW
stages, with a total capacity of over 250 MW
§ During 2010, GWE received a production license for 2 projects for a total capacity of
approximately 60MW wind farms, and a 10MW photovoltaic project, all in Greece.
approximately 60MW wind farms, and a 10MW photovoltaic project, all in Greece.
Global Wind Energy (“GWE”)
11
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 E10
blending 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 E10
blending for gasoline use in urban areas.
§ Ampal holds a loan of approximately US$22 million convertible to 25% of the Project, to
be converted upon the first withdrawal from the financing bank.
be converted upon the first withdrawal from the financing bank.
Ethanol Project in Colombia
Chemicals
13
Gadot Chemicals Tankers & Terminals | Gadot
§ The leading Israeli company for chemical
supply and services to customers
throughout the supply chain of chemicals
from producer to end-user (mainly liquid
chemicals).
supply and services to customers
throughout the supply chain of chemicals
from producer to end-user (mainly liquid
chemicals).
Gadot Profile
Gadot Chemicals Tankers & Terminals | Gadot
§ Years of experience in storage, handling, packaging, transporting and
shipping hazardous materials.
shipping hazardous materials.
§ Provides services to the entire chemicals supply chain in Israel.
§ Geographic Areas of Activity: Israel, Western Europe, South and
Central America, USA.
Central America, USA.
§ Clients, including major Israeli companies:
Teva, Makhteshim, ICL, Palsan, HP and others.
Chemicals Field
15
Gadot Chemicals Tankers & Terminals | Gadot
Gadot - 2010 Financial Highlights
|
US$ in
Millions |
Q1 2010
(unaudited)
|
Q2 2010
(unaudited)
|
Q3 2010
(unaudited)
|
Q4 2010
(unaudited)
|
2010
|
2009
|
|
Revenues
|
118
|
119
|
121
|
139
|
497
|
414
|
|
Adjusted
EBITDA* |
5
|
6
|
6
|
9
|
26
|
25
|
*See EBITDA break-down on Appendix A
|
US$ in
Millions |
2010
|
2009
|
|
CapEx -
Ships |
1.6
|
41.3
|
|
CapEx -
other |
4.7
|
2.2
|
|
Total
|
6.3
|
43.5
|
Communications
17
§ On March 3, 2011 the Company has completed the sale of its
indirect wholly owned subsidiary, 012 Smile Telecom Ltd. ("012
Smile") to Partner Communications Company Ltd. (NASDAQ:
PTNR) ("Partner").
indirect wholly owned subsidiary, 012 Smile Telecom Ltd. ("012
Smile") to Partner Communications Company Ltd. (NASDAQ:
PTNR) ("Partner").
§ Excluding bank debt, the purchase price was valued at
approximately 690 million New Israeli Shekels ("NIS"), or
US$190 million, of which approximately NIS 40 million, or
US$11 million, was paid and is to be paid by third party
payments to 012 Smile, and assigned to the Company. As part
of the transaction closing, Partner has assumed approximately
NIS 0.8 billion, or US$220 million, of bank debt, bringing the
total transaction value to approximately NIS 1.49 billion, or
US$400 million.
approximately 690 million New Israeli Shekels ("NIS"), or
US$190 million, of which approximately NIS 40 million, or
US$11 million, was paid and is to be paid by third party
payments to 012 Smile, and assigned to the Company. As part
of the transaction closing, Partner has assumed approximately
NIS 0.8 billion, or US$220 million, of bank debt, bringing the
total transaction value to approximately NIS 1.49 billion, or
US$400 million.
§ The Company will record a gain before tax of approximately
220 Million NIS, or US$60 Million as a result of the sale. The
aforesaid gain was recognized partially on December 31, 2010
and will be recognized partially on March 31, 2011.
220 Million NIS, or US$60 Million as a result of the sale. The
aforesaid gain was recognized partially on December 31, 2010
and will be recognized partially on March 31, 2011.
Communications | 012 Smile Telecom
Sale of 012 Smile Telecom Ltd.
Financials
19
Condensed Solo* (unconsolidated) Balance Sheet (Pro-Forma) - December 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 Millions)
|
|
|
|
US$
(in Millions)
|
|
Cash, deposits and other
financial items**
|
|
81.2
|
|
Banks and Debentures
|
|
436.4
|
|
Investments
|
|
511.0
|
|
Accounts Payable
|
|
27.7
|
|
Fixed Assets
|
|
2.7
|
|
Noncontrolling interest
|
|
-
|
|
Other
|
|
54.4
|
|
Equity
|
|
185.2
|
|
|
|
|
|
|
|
|
|
Total
|
|
649.3
|
|
Total
|
|
649.3
|
20
Main Holdings - December 31, 2010
* Ampal’s Financial Statements reflect a 16.8% interest in the shares of EMG (approximately US$366M), 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$100.0M) 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$100.0M) is attributable to the institutional investors.
Method of Book Value
Cost
Consolidated
Consolidated
Ampal’s
ownership %
ownership %
12.5%
100%
100%
EMG*
Gadot
012 Smile(1)
Other
Total
Book Value (US$
in Millions)
in Millions)
266.3
115.1
120.0
9.6
511.0
(1) On March 3, 2011, the Company’s wholly owned subsidiary completed the sale of all the issued and outstanding
share capital of 012 Smile. For further details see Page 17.
share capital of 012 Smile. For further details see Page 17.
21
Condensed Consolidated Balance Sheet - December 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
Held For Sale Assets
178.0
91.6
1,397.7
196.4
266.3
103.3
2.2
412.2
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)
102.7
1,397.7
205.4
48.9
103.3
21.2
US$ (in
Millions)
Millions)
Banks - Gadot
Banks - Ampal
Banks - 012 Smile
280.3
158.5
-
Debentures
Loans:
Equity
185.2
*Including a convertible loan of approximately US$22M to the project in Colombia
Other Non-Current Assets
60.0
Goodwill and Intangible Assets
87.7
Held For Sale Liabilities
292.2
Thank you!
6
1
5
7
2
9
23
Appendix A - EBITDA Break-Down for Gadot
* Less than 1.
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
497
(452)
45
(40)
17
22
4
26
Twelve Months Ended
December 31, 2010
December 31, 2010
118
119
121
139
(108)
(108)
(111)
(125)
10
11
10
14
(10)
(9)
(9)
(12)
4
4
4
5
4
6
1
*
5
6
Q1
2010
(Unaudited)
(Unaudited)
Q2
2010
(Unaudited)
Q3
2010
(Unaudited)
(Unaudited)
Q4
2010
(Unaudited)
414
(374)
40
(33)
18
25
*
25
Twelve Months Ended
December 31, 2009
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 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.