EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2 exhibit_99-2.htm
Exhibit 99.2
 
November 2010
COMPANY
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.
 
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.

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.
 
 
 
3
Company Profile| AMPAL
General Data
§ Incorporated in New York
§ Invests in companies with a stable cash flow
§ Market Value (Million US$)** 138
§ Equity (Million US$) 187.4
* The Company Financial Statements are prepared in accordance with US GAAP (and not IFRS)
** Based on closing price on NASDAQ on November 3, 2010
Holding Structure
Proportion of Investments
(Holdings Book Value*)
 
 
 
4
Diversification of Segments | AMPAL
Chemicals
Energy
EMG
12.5%
(2006)
012 Smile (1)
100%
(2010)
Gadot
Chemical
Tankers
100%
(2007)
Areas of
activities:
GWE
50%
(2008)
Ethanol project in
Colombia
(Loan convertible to
25%)
(2009)
Communications
* Percentage indicates Ampal’s ownership interest in the applicable company
Holdings*:
(Year Ampal made
investment)
(1) On October 13, 2010, the Company’s wholly owned subsidiary signed an
agreement for the sale of all the issued and outstanding share capital of 012
Smile . For further details see Page 14
 
 
 
5
Major Milestones| AMPAL
1400
1200
1000
800
600
400
200
0
2001 2002 2003 2004 2005 2006 2007 2008 2009 Q3 2010
Total Assets (Million US$)
EMG
Purchase
012 Smile
Purchase
Gadot
Purchase
Registration
For trading on
TASE
 
 
 
Energy
 
 
 
7
EMG |  East Mediterranean Gas
§ EMG was established in Egypt in 2000
 and has constructed an off-shore gas
 pipeline, as well as on shore facilities,
 from El-Arish (Egypt) to Ashkelon (Israel).
 The gas flow to Israel began in June 2008
 and currently provides 2.5 BCM annually
 to Israel Electric Corporation and
 Mashav.
§ Egypt has undertaken to export up to 7
 BCM of natural gas annually to Israel
 through EMG. EMG’s contracts with
 Israeli buyers for the re-sale of Egyptian
 natural gas may have terms of up to 20
 years, with a total of 140 BCM.
§ If and when the full 7 BCM per year is
 contracted by EMG with Israeli buyers,
 the estimated annual income for EMG
 shall exceed 1 Billion US$.
EMG Profile
 
 
 
8
EMG |  East Mediterranean Gas
§ Demand for natural gas in
 Israel continues to
 increase
§ EMG is one of only two
 companies supplying
 natural gas in Israel.
§ EMG supplies
 approximately half of the
 natural gas in the Israeli
 market
§ EMG is currently the only
 company that can provide
 additional quantities of
 gas to Israel in the years
 2010-2013
Natural Gas in Israel
§ EMG has access to Egyptian gas reserves in
 excess of 2,500 BCM from proven and
 diverse sources
§ EMG has skilled and professional
 management with decades of experience
 in Egypt and its gas industry
§ EMG holds several long term contracts 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.
§ Due to local regulations of Ethanol usage, the local
 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 a
 financial closing.
§ Ampal’s partnership with Clal Energy (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).
Gadot Profile
 
 
 
Gadot Chemicals Tankers & Terminals | Gadot
§ Years of experience in storage, handling, packaging, transporting and
 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.
§ Clients, including major Israeli companies:
 Teva, Makhteshim, ICL, Palsan, HP and others.
Chemicals Field
 
 
 
Communications
 
 
 
14
§ On October 13, 2010, a subsidiary of the Company has entered
 into a definitive share purchase agreement to sell all of the
 outstanding shares of 012 Smile Telecom Ltd. , to Partner
 Communications Company Ltd. (NASDAQ: PTNR) .
§ The purchase price is approximately 692 million New Israeli
 Shekels ("NIS"), or $191 million, of which approximately NIS 42
 million, or $11.6 million, are to be paid by way of 012 Smile
 assigning payments due from a third party.
§ As part of the transaction, Partner has also agreed to assume
 approximately NIS 800 million, or $221.6 million, of long-term
 debt, which brings the total transaction value to a total of
 approximately NIS 1.492 billion, or $412 million.
§ The transaction, which is expected to close in 2-3 months, is
 subject to customary closing conditions, including the
 regulatory approvals of the Israeli Ministry of Communications
 and the Israeli Antitrust Commissioner. However, it is not
 subject to a financing condition.
Communications |  012 Smile Telecom
012 Smile Share Purchase Agreement Dated October 13, 2010
 
 
 
15
Communications |  012 Smile Telecom
012 Smile maintains three
major Areas of Activity
012 Smile Profile
International Long Distance
(Traditional Voice)
Broadband Internet Service
Provider
Fixed-line telephony
(VOB - Voice Over Broadband)
012 Smile offers its clients a “Triple Package” which includes Internet services
and a bundle of minutes for international long distance and local calls
Market Share
in Israel
Distribution of Income to
Areas of Activity
33%
6%
36%
 
 
 
16
§ A strong brand name in the ISP and international long distance
 market in Israel
§ Successful penetration of the fixed-line telephony market
 through voice over broadband (VOB) area
§ Market Share - Local Telephony:

 
§ Years of experience in the Israeli communications market and
 a quality management team
Communications |  012 Smile Telecom
Communications Field in Israel
 
 
 
Financials
 
 
 
18
Condensed Solo* (unconsolidated) Balance Sheet (Pro-Forma) - September 30, 2010
* Including Gadot, 012 Smile, 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**
 
98.4
 
Banks and Debentures
 
439.8
Investments
 
505.7
 
Accounts Payable
 
12.6
Fixed Assets
 
2.7
 
Noncontrolling interest
 
0.2
Other
 
33.2
 
Equity
 
187.4
 
 
 
 
 
 
 
Total
 
640.0
 
Total
 
640.0
 
 
 
19
Main Holdings - September 30, 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$100.0) is attributable to the institutional investors.
Method of Book Value
Cost
Consolidated
Consolidated
Ampal’s
ownership %
12.5%
100%
100%
EMG*
Gadot
012 Smile(1)
Other
Total
Book Value (US$
in Millions)
266.3
117.8
112.2
9.4
505.7
(1) On October 13, 2010, the Company’s wholly owned subsidiary has agreed to sell all of the issued and outstanding
share capital of 012 Smile . See Page 14
 
 
 
20
Results of Operations in Consolidated Companies*
* The investments in 012 Smile and Gadot by Ampal account for 45% of Ampal’s total holdings (according to their book
value)
** See EBITDA break-down on Appendix A
*** all data on 012 Smile.Communications Ltd. prior to the acquisition of its business by 012 Smile is based on publicly
available information of B Communications Ltd. (f/k/a 012 Smile.Communications Ltd.) on the Tel Aviv Stock Exchange
and NASDAQ.
EBITDA **(US$ in Millions)
Gadot
012 Smile***
Q3 2009
6
18
24
2009
25
74
99
Q3 2010
6
18
24
Revenue (US$ in Millions)
Gadot
012 Smile***
Q3 2009
105
77
182
2009
415
311
726
Q3 2010
121
81
202
 
 
 
21
Condensed Consolidated Balance Sheet - September 30, 2010
Current Assets (excluding cash, deposits and
other financial items)
Cash, deposits and other financial items*
Fixed Assets
Investments:
EMG (Institutional Investors)
Other Investments
Other Non-Current Assets
257.9
111.6
1,378.8
248.3
266.3
100.0
5.1
54.3
US$ (in
Millions)
EMG (Ampal)
Current Liabilities (excluding banks and
debentures)
Gadot - Construction of Vessels
Capital Note - Institutional Investors in EMG
Other Liabilities (including Minority rights)
152.3
1,378.8
213.8
48.9
100.0
19.0
US$ (in
Millions)
Banks - Gadot
Banks - Ampal
Banks - 012 Smile
269.9
172.1
215.4
Debentures
Loans:
Equity
187.4
*Including a convertible loan of approximately US$22M to the project in Colombia
Goodwill and Intangible Assets
335.3
 
 
 
Thank you!
 
 
 
23
Appendix A - EBITDA Break-Down for 012 Smile
* Less than 1.
(1) all data on 012 Smile.Communications Ltd. prior to the acquisition of its business by 012 Smile is based on publicly available
information of B Communications Ltd. (f/k/a 012 Smile.Communications Ltd.) on the Tel Aviv Stock Exchange and NASDAQ.
Revenues
Expenses
Profit
Depreciation and amortization
EBITDA
Non-recurring and stock
compensation expenses
Adjusted EBITDA
81
77
311
(59)
(54)
(212)
22
23
99
(18)
(13)
(52)
14
8
26
18
18
73
*
*
1
18
18
74
Three Months
Ended
September 30,
2010
(Unaudited)
Three Months
Ended
September 30,
2009
(Unaudited) (1)
26
(19)
7
(5)
4
6
*
6
January
2010
February 1 to
September 30,
2010
(Unaudited)
211
(151)
60
(46)
34
48
*
48
237
(170)
67
(51)
38
54
*
54
231
(160)
71
(39)
23
55
*
55
Twelve Months
Ended
December 31,
2009 (1)
 
 
 
6
1
5
6
*
6
24
Appendix A - EBITDA Break-Down for Gadot
* Less than 1.
Revenues
Expenses
Profit
Marketing, sales, General,
administrative and other expenses
Depreciation and amortization
EBITDA
Non-recurring and stock
compensation expenses
Adjusted EBITDA
415
(375)
40
(33)
18
25
*
25
Twelve Months Ended
December 31, 2009
358
299
121
105
(327)
(272)
(111)
(96)
31
27
10
9
(29)
(23)
(9)
(7)
12
12
4
4
14
16
2
*
16
16
Nine Months
Ended
September 30,
2010
(Unaudited)
Nine Months
Ended
September 30,
2009
(Unaudited)
Three Months
Ended
September 30,
2010
(Unaudited)
Three Months
Ended
September 30,
2009
(Unaudited)
 
 
 
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 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.