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 (Date of earliest event reported):  May 5, 2010 (May 5, 2010)
 
 
Ampal-American Israel Corporation
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation)
0-538
(Commission File Number)
13-0435685
(IRS Employer
Identification No.)
555 Madison Avenue
New York, NY, USA
(Address of principal executive offices)
 
10022
(Zip Code)
 
(866) 447-8636
(Registrant’s telephone number, including area code)
 
 
 
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 2.02 Results of Operation and Financial Condition .

On May 5, 2010, Ampal-American Israel Corporation (the “Company”) issued a press release announcing its results of operations for the first quarter of 2010 (the “Press Release”).  In addition, on May 5, 2010, the Company made available on its website (www.ampal.com) a presentation showing the results of operations and financial condition of the Company and some of its subsidiaries and investee companies (the “Presentation”).  The full text of the Press Release and the Presentation issued by the Company are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Adjusted EBITDA

In the Press Release and the Presentation, the Company disclosed adjusted EBITDA as a financial measure for certain of its subsidiary companies. Adjusted EBITDA is a non-GAAP financial measure, as defined in Regulation G promulgated by the SEC.  Reconciliations of the applicable adjusted EBITDA measures are included within the text of both the Press Release and the Presentation.

The Company defines adjusted EBITDA as earnings before interest, income tax provision, depreciation and amortization, adjusted for non-recurring expenses.  Management believes adjusted EBITDA for certain of its subsidiaries 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.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure .

 The information contained in Item 2.02 in this Current Report on Form 8-K is hereby incorporated by reference.

 
2
 
 
                In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits .
 
(d) Exhibits:
 
EXHIBIT
 
DESCRIPTION
 
99.1
Press release of Ampal-American Israel Corporation, dated May 5, 2010.
99.2
Website Presentation of Ampal-American Israel Corporation.

 
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.
 
 
AMPAL-AMERICAN ISRAEL CORPORATION
 
       
Date: May 5, 2010      
By:
/s/  Yoram Firon  
    Name: Yoram Firon  
   
Title: Vice President - Investments and  
          Corporate Affairs
 
 
 
4
 
 
EXHIBIT INDEX

EXHIBIT
 
DESCRIPTION
 
99.1
Press release of Ampal-American Israel Corporation, dated May 5, 2010.
99.2
Website Presentation of Ampal-American Israel Corporation.

 5
 
 
Exhibit 99.1

FOR:                      AMPAL-AMERICAN ISRAEL CORPORATION
CONTACT:           Irit Eluz
CFO - SVP Finance & Treasurer
1 866 447 8636
irit@ampal.com
 
FOR:                      KM/KCSA  - Investor Relations
CONTACT:           Roni Gavrielov
011-972-3-516-7620
roni@km-ir.co.il
 
Jeff Corbin / Marybeth Csaby
212-896-1214 / 212-896-1236
jcorbin@kcsa.com / mcsaby@kcsa.com
 
FOR:                       PM-PR Media consultants
CONTACT:           Zeev Feiner
011-972-50-790-7890
z@pm-pr.com
 
Ampal-American Israel Corporation Reports First Quarter 2010 Financial Results
 
Tel Aviv – May 5, 2010 - Ampal-American Israel Corporation (Nasdaq: AMPL) , a holding company in the business of acquiring and managing interests in various businesses, with emphasis in recent years on energy, chemicals, communications and related fields, today reported financial results for the quarter ended March 31, 2010.
 
For the quarter ended March 31, 2010, revenues were $168.2 million, compared to revenues of $125.2 million for the corresponding period of 2009.

Net loss for the quarter was ($8.8) million, or ($0.16) per basic and diluted share compared to a net gain of $12.5 million, or $0.22 per basic and diluted share, for the corresponding period in 2009.
 
As of March 31, 2010, the Company had cash, cash equivalents, other financial investments and deposits of $94.1 million. Ampal ended the quarter with total assets of $1,261.6 million and shareholders' equity of $213.1 million, as compared to total assets of $920.6 million and shareholders’ equity of $222.0 million at December 31, 2009.
 
 
 
 
 
012 Smile Telecom Ltd. (“012 Smile”) results for the quarter ended March 31, 2010:
 
 
●
012 Smile results for the quarter ended March 31, 2010 (including January 2010, which were not included in Ampal’s financial statements) showed continued growth in revenues and adjusted EBITDA 1
 
 
●
First quarter revenues were approximately $77 million compared to approximately $69 million in the first quarter of 2009 as reported by 012.Smile Communications Ltd.
 
 
●
Adjusted EBITDA increased to approximately $19 million compared to approximately $16 million in the first quarter of 2009 as reported by 012.Smile Communications Ltd.
 
 
●
Broadband revenues increased to approximately $41 million compared to approximately $36 million in the first quarter of 2009 as reported by 012.Smile Communications Ltd.
 
 
●
Revenues generated by traditional voice services were stable at approximately $36 million
 
 
●
Local telephony increased by 20,000 subscriber lines to a total of 174,000 lines
 
Gadot Chemical Tankers and Terminals Ltd. (“Gadot”) results for the quarter ended March 31, 2010:
 
 
●
Revenues of $114 million, up by 21% compared to the first quarter of 2009.
 
 
●
Adjusted EBITDA decreased to approximately $4 million compared to approximately $6 million in the first quarter of 2009. The decrease in adjusted EBITDA was mainly a result of a onetime expense in the shipping division in the quarter ended March 31, 2010.
 
 
●
All other business results improved compared to the first quarter of 2009 with the exception of the chemical shipping business, which generated a net operational loss.
 
 
●
Several, new long term agreements with major chemicals companies were signed by Gadot in Europe over the last few months.  Gadot’s trading business in Europe generated profits in line with expectations  and showed early signs of improvement.
 
East Mediterranean Gas Co. ("EMG"), in which Ampal has a 12.5% interest, signed eight Gas Sale Agreements to date, with total contracted gas supply of approximately 65 BCM over a twenty years period of contracts and a total contracted stream of revenue to EMG in excess of  $10 billion.
 
Mr. Maiman, Chairman President and CEO of Ampal said, “This is the first quarter to include the results of 012 Smile in our financials and we are very pleased with the outcome. 012 Smile continued its growth and expansion mainly in the broadband and local telephony business. We are looking carefully into expanding the 012 Smile business to new areas including the cellular market.”
 
1   Adjusted EBITDA is defined as earnings before interest, income tax provision, depreciation and amortization, adjusted for non recurring expenses.  Adjusted EBITDA is a non-GAAP financial measure, and a reconciliation of adjusted EBITDA to Revenues and Expenses is provided in this press release.
 
 
 
 
 
Mr. Maiman continued, “Gadot had a good quarter with record-breaking margins in its sales and distribution business. I believe that 2010 will be the year that Gadot’s external growth potential will generate solid financial results and I expect the business will return to the financial position it occupied before the global financial downturn of 2008-2009.   Gadot will focus on the expansion of its business in Europe and its initial entry into the United States market in 2010.”
 
The Company’s investments presentation is available via the Internet at the Company’s website at http://www.ampal.com.
 
FINANCIAL HIGHLIGHTS
(In thousands, except earnings per share)
 
   
Three Months Ended
March 31,
(Unaudited)
 
   
2010
   
2009
 
             
Revenues
  $ 168,167     $ 125,233  
Net (loss) gain
  $ (8,805 )   $ 12,494  
Basic EPS (loss) gain per Class A share
  $ (0.16 )   $ 0.22  
 
   
March 31, 2010
   
December 31, 2009
 
             
Total Assets
  $ 1,261,560     $ 920,600  
Shareholders'   Equity
  $ 213,142     $ 221,995  
 
 
 
 

RECONCILIATION OF REVENUES AND EXPENSES TO ADJUSTED EBITDA FOR 012 SMILE
AND FOR 012  SMILE.COMMUNICATIONS LTD. (U.S. Dollars in millions)
 
 
Two Months From February 1
 To   March 31, 2010
(Unaudited) (1)
One Month Ended
January 31, 2010
(Unaudited)
Three Months Ended
March 31, 2010
(Unaudited)
Three Months Ended
March 31, 2009 (2)
         
Revenues
52
26
78
67
Expenses
(36)
(19)
(55)
(46)
Profit
16
7
23
21
Marketing, sales, general, administrative and other expenses
(11)
(5)
(16)
(12)
Depreciation and amortization
8
4
12
7
EBITDA
13
6
19
16
Non-recurring expenses
--
--
--
--
Adjusted EBITDA
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.
 
 
 
 
 
RECONCILIATION OF REVENUES AND EXPENSES TO ADJUSTED EBITDA FOR GADOT  (U.S. Dollars in millions)
 
 
Three Months Ended
March 31, 2010
(Unaudited)
Three Months Ended
March 31, 2009
( Unaudited)
     
Revenues
114
95
Expenses
(106)
(87)
Profit
8
8
Marketing, sales, General, administrative and other expenses
(8)
(5)
Depreciation and amortization
4
3
EBITDA
4
6
Non-recurring expenses
--
--
Adjusted EBITDA
4
6
 
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.
 
 
 
 
 
About Ampal:
Ampal 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
Certain information in this press release 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 press release, 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.
 
 
 

Exhibit 99.2
 
MAY 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$)**   156
§   Equity (Million US$)   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
100%
(2007)
Areas of
activities:
GWE
50%
(2008)
Ethanol project in
Colombia
(Loan convertible to
25%)
(2009)
Communications
* Percentage indicates Amapl’s ownership interest in applicable company
Holdings*:
(Year Ampal made
investment)
 
 
 
5
Major Milestones|   AMPAL
1400
1200
1000
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.
§   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.
§   When the full 7 BCM will be streamed,
  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
§   One of only two
  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
Natural Gas in Israel
§   Access to gas reserves in excess of 2,500
  BCM from proven and diverse sources
§   Skilled and professional management with
  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$
  §   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
  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).
Gadot Profile
 
 
 
12
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
Communications |     012 Smile Telecom
The Company 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)
Market Share
in Israel
Distibution of Income to
Areas of Activity
33%
5%
33%
 
 
 
15
§   A strong brand name in the ISP and international long distance
  market in Israel
§   Successful penetration to the fixed-line telephony market
  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
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.
** 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$98.7) is attributable to the institutional investors.
Method of Book Value
Cost
Consolidated
Consolidated
Ampal’s
ownership %
12.5%
100%
100%
EMG*
Gadot
012 Smile
Other
Total
Book Value (US$
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)
** 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.
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)
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)
EMG (Ampal)
Current Liabilities (excluding banks and
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)
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.
 
 
 
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.
Two Months From
February 1 To
March 31, 2010
(Unaudited) (1)
One Month Ended
January 31, 2010
(Unaudited)
Three Months
Ended
March 31, 2010
(Unaudited)
Three Months
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.
 
 
 
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