SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 2-5061
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AMPAL-AMERICAN ISRAEL CORPORATION
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(Exact name of registrant as specified in its charter)
New York 13-0435685
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1177 Avenue of the Americas, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 782-2100
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Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
The number of shares outstanding of each of the issuer's classes of
common stock is Common - 3,000,000; Class A - 20,724,777 (as of April 30,
1994).
AMPAL-AMERICAN ISRAEL CORPORATION
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Index to Form 10-Q
Page
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Part I Financial Information
Consolidated Statements of Income...................... 1
Consolidated Balance Sheets............................ 2
Consolidated Statements of Cash Flows.................. 4
Consolidated Statements of Changes in
Shareholders' Equity.................................. 6
Notes to the Consolidated Financial Statements......... 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations......... 9
Part II Other Information......................................11
AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 1994 1993
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(Dollars in thousands, except per share data) (Unaudited)
(Unaudited)
REVENUES
Interest:
Related parties............................ $ 3,058 $ 2,655
Others..................................... 347 216
Food processing.............................. 7,280 8,671
Manufacturing and distribution............... 2,654 -
Equity in earnings of affiliates and others.. 2,990 3,255
Other income:
Related parties............................ 753 888
Others..................................... 401 681
Gains on issuance of shares by affiliates
(Note 4)................................... 2,692 -
-------- --------
Total revenues........................... 20,175 16,366
-------- --------
EXPENSES
Interest:
Related parties............................ 817 393
Others..................................... 2,940 2,575
Food processing.............................. 7,098 7,321
Manufacturing and distribution............... 1,594 -
Other expenses............................... 3,360 2,757
Minority interests........................... (279) 228
-------- --------
Total expenses........................... 15,530 13,274
-------- --------
Income before income taxes................... 4,645 3,092
Income taxes................................. 1,971 861
-------- --------
Income before cumulative effect of change
in accounting principle..................... 2,674 2,231
Cumulative effect on prior years of change in
accounting principle........................ - (4,982)
-------- --------
NET INCOME (LOSS)....................... $ 2,674 $ (2,751)
======== ========
Earnings (loss) per Class A share:
Earnings before cumulative effect of change
in accounting principle.................... $ .10 $ .09
Cumulative effect on prior years of change
in accounting principle.................... - (.21)
----- -----
Earnings (loss) per Class A share........... $ .10 $(.12)
===== =====
Weighted average number of Class A and
equivalent shares outstanding (in thousands) 22,968 20,717
The accompanying notes are an integral part of the consolidated financial
statements.
- 1-
AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
ASSETS AS AT 1994 1993
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(Dollars in thousands) (Unaudited) (Note 2)
Cash and cash equivalents......................$ 35,158 $ 3,178
Deposits:
Related parties.............................. 89,769 99,481
Others....................................... 337 -
Notes and loans receivable:
Related parties.............................. 12,929 11,948
Others....................................... 2,357 4,964
Investments (Note 2):
Related parties.............................. 102,913 103,319
Others....................................... 39,092 8,322
Property and equipment, less accumulated
depreciation of $10,123 and $10,554........... 30,184 30,496
0ther assets................................... 40,625 42,352
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TOTAL ASSETS...................................$ 353,364 $ 304,060
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
- 2-
AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS
LIABILITIES AND MARCH 31, DECEMBER 31,
SHAREHOLDERS' EQUITY AS AT 1994 1993
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(Dollars in thousands) (Unaudited) (Note 2)
LIABILITIES
Deposits and notes and loans payable:
Related parties............................... $ 35,160 $ 42,752
Others........................................ 17,421 18,091
Debentures outstanding.......................... 86,175 91,270
Accounts and income taxes payable and accrued
expenses (Note 2):
Related parties............................... 465 1,169
Others........................................ 37,188 33,621
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Total liabilities....................... 176,409 186,903
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MINORITY INTERESTS.............................. 3,992 340
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SHAREHOLDERS' EQUITY (Note 3)
4% Cumulative, Participating, Convertible
Preferred Stock, $5 par value; authorized
650,000 shares; issued and outstanding
212,098 and 213,720 shares..................... 1,061 1,068
6-1/2% Cumulative, Convertible Preferred Stock,
$5 par value; authorized 4,282,850 shares;
issued and outstanding 1,145,823 and 1,202,342
shares......................................... 5,729 6,011
Class A Stock, $1 par value; authorized
30,000,000 shares; issued 20,720,380 and
16,224,779 shares; outstanding 20,720,380
and 16,042,713 shares.......................... 20,720 16,225
Common Stock, $1 par value; authorized, issued
and outstanding 3,000,000 shares............... 3,000 3,000
Additional paid-in capital...................... 57,232 10,605
Retained earnings............................... 84,753 82,079
(2,261) (2,171)
Cumulative translation adjustments..............
Unrealized gain on marketable securities
(Note 2)....................................... 2,729 -
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Total shareholders' equity.............. 172,963 116,817
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..... $ 353,364 $ 304,060
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1994 1993
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(Dollars in thousands) (Unaudited) (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
Cash flows from operating activities:
Net income (loss).......................... $ 2,674 $ (2,751)
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in earnings of affiliates and
others................................... (2,990) (3,255)
Gains on issuance of shares by affiliates. (2,692) -
Cumulative effect on prior years of change
in accounting principle.................. - 4,982
Translation (gain) loss................... (52) 37
Depreciation expense...................... 527 503
Amortization expense...................... 1,237 1,129
Minority interests........................ (279) 228
(Increase) decrease in other assets........ 8 (1,473)
(Decrease) increase in accounts and income
taxes payable and accrued expenses:
Related parties........................... (698) (1,977)
Others.................................... 1,841 (377)
Dividend received from an affiliate........ 4,277 1,409
-------- --------
Net cash provided by (used in) operating
activities............................... 3,853 (1,545)
-------- --------
Cash flows from investing activities:
Deposits receivable granted:
Others.................................... (336) -
Deposits receivable collected:
Related parties........................... 10,825 8,032
Others.................................... - 100
Notes and loans receivable granted:
Related parties........................... (1,009) (662)
Notes and loans receivable collected:
Related parties........................... 498 1,404
Others.................................... 2,490 382
Investments made:
Related parties........................... (560) (53,996)
Others.................................... (27,478) (126)
Proceeds from sale of investments:
Others.................................... 2,398 3,787
Purchase of property and equipment......... (429) (232)
-------- --------
Net cash (used in) investing activities... (13,601) (41,311)
-------- --------
The accompanying notes are an integral part of the consolidated financial
statements.
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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1994 1993
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(Dollars in thousands) (Unaudited) (Unaudited)
Cash flows from financing activities:
Deposits and notes and loans payable
received:
Related parties........................... $ 261 $ 10,991
Others.................................... 639 41,385
Deposits and notes and loans payable
repaid:
Related parties........................... (8,081) (9,593)
Others.................................... (1,415) (2,507)
Debentures outstanding issued.............. 4,360 -
Debentures outstanding repaid.............. (11,442) (4,108)
Proceeds from issuances of shares.......... 57,602 -
-------- --------
Net cash provided by financing activities. 41,924 36,168
Effect of exchange rate changes on cash
and cash equivalents....................... (196) (282)
-------- --------
Net increase (decrease) in cash and cash
equivalents................................ 31,980 (6,970)
Cash and cash equivalents at beginning
of period.................................. 3,178 9,698
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Cash and cash equivalents at end of
period..................................... $ 35,158 $ 2,728
======== ========
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest:
Related parties........................... $ 505 $ 727
Others.................................... 2,603 2,809
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Total interest paid..................... $ 3,108 $ 3,536
======== ========
Income taxes paid......................... $ 1,134 $ 1,212
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1994 1993
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(Dollars in thousands) (Unaudited) (Unaudited)
4% PREFERRED STOCK
Balance, beginning of year................... $ 1,068 $ 1,202
Conversion of 1,622 and 2,212 shares into
Class A Stock............................... (7) (10)
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Balance, end of period....................... $ 1,061 $ 1,192
======== ========
6-1/2% PREFERRED STOCK
Balance, beginning of year................... $ 6,011 $ 7,554
Conversion of 56,519 and 60,365 shares into
Class A Stock............................... (282) (301)
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Balance, end of period....................... $ 5,729 $ 7,253
======== ========
CLASS A STOCK
Balance, beginning of year................... $ 16,225 $ 15,164
Issuance of shares upon conversion of
Preferred Stock............................. 178 192
Issuance of shares in a public offering*..... 4,317 -
-------- --------
Balance, end of period....................... $ 20,720 $ 15,356
======== ========
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year................... $ 10,605 $ 9,989
Conversion of Preferred Stock................ 111 119
Proceeds from issuance of shares in a public
offering.................................... 46,516 -
-------- --------
Balance, end of period....................... $ 57,232 $ 10,108
======== ========
RETAINED EARNINGS
Balance, beginning of year................... $ 82,079 $ 82,293
Net income (loss)............................ 2,674 (2,751)
-------- --------
Balance, end of period....................... $ 84,753 $ 79,542
======== ========
CUMULATIVE TRANSLATION ADJUSTMENTS
Balance, beginning of year................... $ (2,171) $ -
Foreign currency translation adjustment...... (90) -
-------- --------
Balance, end of period....................... $ (2,261) $ -
======== ========
UNREALIZED GAIN ON MARKETABLE SECURITIES
Balance, beginning of year................... $ - $ -
Unrealized gains, net........................ 2,729 -
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Balance, end of period....................... $ 2,729 $ -
======== ========
* Issuance of 4,500,000 shares, including 182,066 shares held in treasury.
The accompanying notes are an integral part of the consolidated financial
statements.
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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. As used in these financial statements, the term the "Company"
refers to Ampal-American Israel Corporation ("Ampal") and its
consolidated subsidiaries.
2. The December 31, 1993 consolidated balance sheet presented herein
was derived from the audited December 31, 1993 consolidated
financial statements of the Company.
Reference should be made to the Company's consolidated financial
statements for the year ended December 31, 1993 for a description
of the accounting policies which have been continued except for the
following.
Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." The effect of
implementing this accounting standard in 1994 resulted in increases
in investments of $5.8 million, in deferred income taxes payable of
$3.1 million, and in shareholders' equity of $2.7 million.
Also, reference should be made to the notes to the Company's
December 31, 1993 consolidated financial statements for additional
details of the Company's consolidated financial condition, results
of operations and cash flows. The details in those notes have not
changed except as a result of normal transactions in the interim.
All adjustments (of a normal recurring nature) which are, in the
opinion of management, necessary to a fair presentation of the
results of the interim period have been included.
3. On January 25, 1994, Ampal sold 4.5 million units consisting of one
share of Class A stock and one redeemable warrant to purchase one
share of Ampal's Class A stock, for $12.125 per unit in a public
offering. The warrants are exercisable at $16 per share at any
time until January 31, 1999, and are callable by Ampal, in whole or
in part, from and after February 1, 1996, without payment to the
holder. The net proceeds which Ampal received from this offering
amounted to approximately $51 million.
On November 5, 1993, Ampal's Board of Directors approved a stock
option plan which provides for grants of options to purchase up to
200,000 shares of Class A stock in the aggregate to employees,
officers and directors of Ampal and certain subsidiaries of Ampal.
On January 25, 1994, the Stock Option Committee of the Board of
Directors approved the issuance of 134,900 options in the aggregate
at an exercise price of $10.91 per share (a 10% discount from
market price on the date of grant). The Stock Option Plan is
subject to approval by Ampal's shareholders.
4. In February 1994, the other shareholder of Pri Ha'emek (Canned and
Frozen Food) 88 Ltd. ("Pri Ha'emek"), the Company's then 74.9%-
owned subsidiary, purchased additional shares in Pri Ha'emek at the
same price the Company paid for its shares in 1991, diluting the
Company's ownership to 66.7%. In March 1994, Pri Ha'emek conducted
an initial public offering in Israel on the Tel Aviv Stock
Exchange. In connection with this offering, the Company realized a
gain on issuance of shares of $2.3 million ($1.5 million net of
taxes). The Company's interest in Pri Ha'emek was diluted to
51.25% and upon exercise of all warrants and convertible
debentures, the Company's interest may be diluted to 35.3%. If the
Company's interest in Pri Ha'emek decreases below 50%, Pri
Ha'emek's results will no longer be consolidated with the Company's
but will be recorded by the equity method of accounting.
- 7 -
During the first quarter of 1994, Granite Hacarmel Investments Ltd.
("Granite") issued additional shares upon conversions of its
debentures. The Company's interest in Granite was diluted from
21.6% to 21.2% and the Company recorded a gain on issuance of
shares of approximately $.3 million ($.2 million, net of taxes).
- 8 -
AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
-------------------------------
As of March 31, 1994, cash and cash equivalents increased by approximately
$32 million from December 31, 1993. This increase is mainly attributable to
the proceeds received by Ampal in a public offering (see below), of which
$17.7 million was invested in cash and cash equivalents, the $11.4 million
of proceeds received by the Company's food processing subsidiary, Pri
Ha'emek (Canned and Frozen Food) 88 Ltd. ("Pri Ha'emek") from a public
offering in Israel (see Results of Operations) and a dividend received from
Granite Hacarmel Investments Ltd. ("Granite") of approximately $4.3 million
in March 1994. The Company also has a committed $10 million bank line of
credit expiring in October 1994, which the Company expects to renew.
On January 25, 1994, Ampal sold 4.5 million units consisting of one Class A
share and one redeemable warrant to purchase one share of Ampal's Class A
stock in a public offering. This offering resulted in net proceeds to Ampal
of approximately $51 million which Ampal intends to use for the financing of
acquisitions, additions to existing holdings and other working capital and
general corporate purposes, including early redemption of Ampal's
outstanding debentures. The Company's investments increased by
approximately $30.8 million, the majority of this increase is related to the
investment of the proceeds of this public offering in relatively short-term
interest-bearing securities which may in the future result in the Company
recording unrealized gains or losses.
Deposits, and notes and loans receivable, and deposits and notes and loans
payable declined as a result of scheduled repayments. Outstanding
debentures declined primarily as a result of the early redemption of $6.5
million of high interest-bearing debentures. Later in 1994, Ampal intends
to make further redemptions of approximately $9.1 million of its 8%-10%
interest-bearing debentures which were scheduled to mature in 2000.
Results of Operations
---------------------
Consolidated net income increased to $2.7 million for the three-month period
ended March 31, 1994, as compared with a net loss of $2.8 million for the
same period in 1993. In 1993, the Company was required to record a
nonrecurring charge to net income of approximately $5 million with respect
to its adoption of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." In addition, net income in 1994 increased as
a result of gains on issuances of shares which were partially offset by
losses incurred by Pri Ha'emek and decreases in equity in earnings of
affiliates and other income.
The Company's lending and borrowing activities are conducted on a long-term
basis and are substantially linked to the Consumer Price Index ("CPI") in
Israel, both as to principal and interest. The increase in interest income
and interest expense in the first quarter of 1994 as compared to the same
period in 1993 resulted from an increase in the CPI which exceeded the
increase in the rate of exchange of the Israeli shekel to the U.S. dollar.
- 9 -
Food processing revenues and expenses which reflect the operations of Pri
Ha'emek decreased in 1994 because export sales were greatly affected by the
unavailability of raw materials, mainly citrus fruit, due to a shortage in
the labor force.
In February 1994, the other shareholder of Pri Ha'emek, the Company's then
74.9%-owned subsidiary, purchased additional shares in Pri Ha'emek at the
same price the Company paid for its shares in 1991, diluting the Company's
ownership to 66.7%. In March 1994, Pri Ha'emek conducted an initial public
offering in Israel on the Tel Aviv Stock Exchange ("TASE"). In connection
with this offering, the Company realized a gain on issuance of shares of
$2.3 million ($1.5 million net of taxes). The Company's interest in Pri
Ha'emek was diluted to 51.25% and upon exercise of all warrants and
convertible debentures, the Company's interest may be diluted to 35.3%. If
the Company's interest in Pri Ha'emek decreases below 50%, Pri Ha'emek's
results will no longer be consolidated with the Company's but will be
recorded by the equity method of accounting. The increase in minority
interests in the balance sheet is attributable to the minority interests'
share of proceeds from this offering.
During the first quarter of 1994, Granite issued additional shares upon
conversions of its debentures. The Company's interest in Granite was
diluted from 21.6% to 21.2% and the Company recorded a gain on issuance of
shares of approximately $.3 million ($.2 million, net of taxes).
In February and June 1993, the Company invested an aggregate of
approximately $4.3 million in Paradise Mattresses (1992) Ltd. ("Paradise")
for approximately 85.1% of the shares of Paradise. Paradise's assets and
liabilities were consolidated commencing June 30, 1993; its manufacturing
and distribution operations were included in equity in earnings of
affiliates for the six months ended June 30, 1993 and consolidated
thereafter. Paradise is a company which manufactures and markets mattresses
and fold-out beds in Israel and is a licensee of the Sealy Posturepedic
Mattress name and manufacturing process.
Equity in earnings of affiliates decreased because of a net decline in
earnings of affiliates accounted for by the equity method.
Other income, and specifically rental income which is included in this
category, decreased because Ophir Holdings Ltd.'s ("Ophir") financial
statements, which were consolidated with the Company's financial statements
in the first nine months of 1993, are reflected by the equity method
thereafter because the Company's interest in Ophir was diluted to 42.5% in
November 1993. Ophir earns rental income which was included in other income
in 1993.
Other expenses increased because of the consolidation of Paradise's results
in the Company's consolidated financial statements in 1994.
The increase in the effective income tax rate from 28% in 1993 to 42% in
1994 resulted from changes in the components of taxable income and a
reported loss of a subsidiary for which no tax benefit was available.
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AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None.
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Item 2. Changes in Securities - None.
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Item 3. Defaults upon Senior Securities - None.
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Item 4. Submission of Matters to a Vote of Security Holders - None.
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Item 5. Other Information - None.
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Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Index to Exhibits:
Schedule setting forth the computation of earnings
per Class A share.....................................Page 12
(b) No Reports on Form 8-K were filed during the quarter covered
by this Report.
- 11 -
AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
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SCHEDULE SETTING FORTH COMPUTATION OF EARNINGS PER CLASS A SHARE
----------------------------------------------------------------
THREE MONTHS ENDED MARCH 31, 1994 1993
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(Amounts in thousands, except per (Unaudited) (Unaudited)
share data)
Weighted average number of shares
outstanding:
4% Preferred...................... 213 231
6-1/2% Preferred.................. 1,170 1,476
Class A........................... 18,393 15,134
Common............................ 3,000 3,000
======= =======
Weighted average number of shares out-
standing assuming conversion of pre-
ferred stock into Class A shares:
Class A........................... 22,968 88.45% 20,717 87.35%
Common............................ 3,000 11.55 3,000 12.65
------- ------- ------- ------
25,968 100.00% 23,717 100.00%
======= ======= ======= ======
Income before cumulative effect of
change in accounting principle....... $ 2,674 $ 2,231
Cumulative effect on prior years of
change in accounting principle....... - (4,982)
------- -------
NET INCOME (LOSS)................ $ 2,674 $(2,751)
======= =======
Allocation of net income (loss) on the
basis of the respective dividend
rights of the above classes of
stock, pro rata:
Class A........................... $ 2,365 88.45% $(2,403) 87.35%
Common............................ 309 11.55 (348) 12.65
------- ------- ------- ------
$ 2,674 100.00% $(2,751) 100.00%
======= ======= ======= ======
Earnings (loss) per Class A share:
Earnings before cumulative effect
of change in accounting principle... $ .10 $ .09
Cumulative effect on prior years of
change in accounting principle...... - (.21)
------- ------
Earnings (loss) per Class A share.... $ .10 $ (.12)
======= ======
- 12 -
AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
--------------------------------------------------
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 thereunto duly authorized.
AMPAL-AMERICAN ISRAEL CORPORATION
By:/s/ Lawrence Lefkowitz
--------------------------------
Lawrence Lefkowitz
President
(Principal Executive Officer)
By:/s/ Alan L. Schaffer
--------------------------------
Alan L. Schaffer
Vice President - Finance
and Treasurer
(Principal Financial Officer)
By:/s/ Alla Kanter
--------------------------------
Alla Kanter
Controller
(Principal Accounting Officer)
Dated: May 16, 1994
- 13 -