UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2003

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

For the transition period from                      to               

Commission file Number 0-538

AMPAL-AMERICAN ISRAEL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

New York 13-0435685
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
   
   
111 Arlozorov Street, Tel Aviv, Israel
 (Address of Principal Executive Offices)
62098
(Zip Code)

 

Registrant’s telephone number, including area code (866) 447-8636
Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:
Class A Stock, par value $1.00 per share
4% Cumulative Convertible Preferred Stock, par value $5.00 per share
6 1/2% Cumulative Convertible Preferred Stock, par value $5.00 per share
(Titles of Classes)


                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 o

                Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K   x.

                Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes  o  No x

                The aggregate market value of the registrant’s voting stock held by non – affiliates of the registrant on June 30, 2003, the last business day of the registrant’s most recently completed second fiscal quarter was $22,630,620 based upon the closing market price of such stock on that date. As of March 9, 2004, the number of shares outstanding of the registrant’s Class A Stock, its only authorized and outstanding common stock, is 19,808,855.



ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OF AMPAL-AMERICAN ISRAEL CORPORATION

PART I

ITEM 1.   BUSINESS

                  As used in this report (the “Report”), the term “Ampal” or “registrant” refers to Ampal-American Israel Corporation. The term “Company” refers to Ampal and its consolidated subsidiaries. Ampal is a New York corporation founded in 1942.
 
                  For industry segment financial information and financial information about foreign and domestic operations, see Note 15 to the Company’s consolidated financial statements included elsewhere in this Report. The companies described below under – “Telecommunication,” “Energy,” “High Technology” and “Capital Markets and Other Holdings” are included in the Finance segment. The companies described under “Real Estate” are included in the Real Estate segment. The companies described under “Leisure-Time” are included in the Leisure-Time segment.
 
                  The Company primarily acquires interests in businesses located in the State of Israel or that are Israel-related. Ampal’s investment focus is principally on companies or ventures where Ampal can exercise significant influence, on its own or with investment partners, and use its management experience to enhance those investments. An important objective of Ampal is to seek investments in companies that operate in Israel initially and then expand abroad. In determining whether to acquire an interest in a specific company, Ampal considers quality of management, potential return on investment, growth potential, projected cash flow, investment size and financing, and reputable investment partners.
 
                  The Company’s strategy is to invest opportunistically in undervalued assets with an emphasis on the following sectors: Telecommunications, Real Estate and Project Development, Leisure Time and High Technology. We believe that past experience, current opportunities and a deep understanding of the above-referenced sectors both domestically in Israel and internationally will allow the Company to bring high returns to its shareholders. The Company emphasizes investments which have long-term growth potential over investments which yield short-term returns.
 
                The Company provides its investee companies with ongoing support through its involvement in the investees’ strategic decisions and introduction to the financial community, investment bankers and other potential investors both in and outside of Israel.
 
                  Listed below by industry segment are all of the substantial investee companies in which the Company had ownership interests during the fiscal year ended December 31, 2003, the principal business of each and the percentage of equity owned, directly or indirectly, by Ampal. The table below also indicates whether the investee’s securities are listed on the New York Stock Exchange (“NYSE”), NASDAQ National Market (“Nasdaq”), American Stock Exchange (“AMEX”), Tel Aviv Stock Exchange (“TASE”) or the Canadian Venture Exchange (“CDNX”). Further information with respect to the more significant investee companies is provided after the following table. For additional information concerning the investee companies, previously provided annual reports on Forms 10-K of Ampal are incorporated by reference herein.

1




Industry Segment
Principal Business
Percentage as of
December 31, 2003(1)

         
Telecommunication        
   MIRS Communications Ltd. Wireless Communications Service Provider   25.0  
 
Real Estate
   Am-Hal Ltd. Chain of Senior Citizen Facilities   100.0  
   Ampal (Israel) Ltd. Holding Company and Real Estate   100.0  
   Bay Heart Limited Shopping Mall Owner/Lessor   37.0  
   Ophir Holdings Ltd. ("Ophir Holdings") Holding Company   42.5  
    Industrial Buildings Corporation Ltd. (TASE) Industrial Real Estate   5.0 (3)
    Lysh The Coastal High-way Ltd. Commercial Real Estate   10.6 (3)
    Meimadim Investments Ltd. Commercial Real Estate   4.2 (3)
    New Horizons (1993) Ltd. Commercial Real Estate   34.0 (3)
    Shmey-Bar Group Commercial Real Estate   9.4 (3)
 
Leisure-Time
   Coral World International Limited Underwater Observatories and Marine Parks   50.0  
   Country Club Kfar Saba Limited Country Club Facility   51.0  
   Hod Hasharon Sport Center (1992)
   Limited Partnership Country Club Facility   50.0  
 
High-Technology and Communications
   Babylon Ltd. Translation Software for the Internet   1.3  
   Bridgewave Communications, Inc. Broadband Wireless Technology   6.0  
   Clalcom Ltd. Communications   0.7  
   Courses Investment in Technology Ltd. Venture Capital Fund   3.2 (3)
   CUTe Ltd. Designs Intellectual Property Rights   20.0  
   Enbaya Ltd. 3D Browser/Publisher   N/A  
   Identify Solutions Ltd. Defect-Detecting Software   2.4  
   Modem Art Ltd. Fabless Semiconductor Company   4.5  
    Netformx Ltd Network Design Tools   19.6 (2)
   Oblicore Ltd. Service Performance Tracking Software   13.9  
   Ophirtech Ltd. ("Ophirtech") Holding Company   42.5  
      Cerel Ceramic Technologies Ltd. Electrophoretic Deposition   6.6 (2)
      Expand Networks Ltd. Internet Data Compression   3.9 (2)
      Mainsoft Corporation Ltd. UNIX Tools   0.8 (2)
      Praxell, Inc. Prepaid Charge Card Software   3.5 (2)
      Romidot Ltd. Optical Checking Instruments   N/A  
      StoreAge Networking Technologies Ltd. Data Storage Software   4.6 (2)
       Viola Networks Computer Network Software   6.8 (2)
   Peptor Ltd. Pharmaceutical Products   0.5  
   PowerDsine Ltd. Telecommunications Components   8.1  
   ShellCase Ltd. (CDNX:SSD) Packaging Process for Semiconductor Chips   13.8  
   Shiron Satellite Communications (1996) Ltd. Satellite Modems and Fast Internet Access   9.8  
   Smart Link Ltd. Software-Based Communications Products   13.6  
   Star Management of Investments No. II (2000) L.P. Venture Capital Fund   10.0  
   VisionCare Ophthalmic Technologies Advanced Optical Products   1.2  
   XACCT Technologies Ltd. TCP/IP Network Software   16.9  
   Xpert Integrated Systems Ltd. Software and Systems Integrator   12.7  
  Specializing in Systems Security      
Energy
   Granite Hacarmel Investments Ltd. (TASE) Distribution of Refined Petroleum Products   10.3  
 
Capital Markets and Other Holdings
   Ampal Development (Israel) Ltd. Holding Company   100.0  
   Ampal Industries (Israel) Ltd. Holding Company   100.0  
   Carmel Container Systems Limited
    (AMEX:KML) Packaging Materials and Carton Production   21.8  
   Epsilon Investment House Ltd. Portfolio Management and Underwriting Services   20.0  
   Renaissance Investment Company Ltd Portfolio Management and Underwriting Services   20.0  

2



(1)        Based upon current ownership percentage. Does not give effect to any potential dilution.

(2)        As of December 31, 2003, Ophirtech held the following percentage interests:

  Cerel Ceramic Technologies Ltd. 15.5    
  Expand Networks Ltd. 9.3    
  Mainsoft Corporation Ltd. 1.9    
  Netformx Ltd. 5.5    
  Romidot Ltd. N/A    
  StoreAge Networking Technologies Ltd. 10.9    
  Viola Networks 16.0    
 
The Company’s percentage interest in the above-referenced companies set forth in the chart reflects the Company’s 42.5% ownership of Ophirtech plus any direct holdings.
 
(3) As of December 31, 2003, Ophir Holdings held the following percentage interests:
  Courses Investment in Technology Ltd.     3.5    
  Industrial Buildings Corporation Ltd.     11.7    
  Lysh The Coastal High-way Ltd.     25.0    
  Meimadim Investments Ltd.     10.0    
  New Horizons (1993) Ltd.     80.0    
  Shmey-Bar (I.A.) 1993, Ltd., Shmey-Bar (T.H.)    
  1993 Ltd. and Shmey-Bar Real Estate (1993) Ltd.     22.2    
             
The Company’s percentage interest in the above-referenced companies set forth in the chart reflects the Company’s 42.5% ownership of Ophir Holdings plus any direct holdings.

Significant Developments Since the Fiscal Year Ended December 31, 2003

                In February 2004, the Company completed a private sale of its remaining holdings in Granite Hacarmel Investments Ltd. to a group of institutional and other investors. The sale of 14,158,891 shares at a price of approximately $1.42 (6.30 NIS) per share resulted in total proceeds to Ampal of approximately $20.1 million.

                In December 2003, the Company entered into an agreement for the sale of all of its holdings in XAACT Technologies Ltd. (“XAACT”) to Amdocs Limited, which agreed to acquire all of the issued and outstanding shares of XACCT. On February 19, 2004, Ampal received approximately $3.8 million (partially in cash and partially in shares of Amdocs Limited) for its holdings in XACCT.

                 In February 2004, the Company entered into an agreement to invest EUR 4.5 million (approximately US $5.6 million) in Telecom Partners, a newly formed entity that will serve as a platform for investments in the telecommunication industry predominately outside of Israel. Ampal’s investment consists of a EUR 4 million convertible debenture, which converts into a one third partnership interest in the partnership, and a EUR 500,000 loan. The convertible debenture is converted according to the Company’s discretion. Telecom Partners currently holds investments in PSINet Europe B.V. and Grapes Communications N.V./S.A., two European telecom service providers.

3



                In 2004, Ophir Holdings (a 42.5% owned affiliate of the Company) sold 4,315,036 shares of Industrial Buildings Corporation Ltd. (“Industrial Buildings”) for the amount of approximately $4.6 million. As of December 31, 2003, Ophir Holdings owned an 11.7% interest in Industrial Buildings.

                On January 4, 2004, the Company loaned $0.3 million to ShellCase Ltd. (“ShellCase”), the principal business of which is the packaging process of semiconductor chips.

                Ampal currently leases an office at 555 Madison Avenue in New York City from Rodney Company N.V., Inc. The lease period is seven years commencing on October 15, 2002. The annual rent for this lease is $114,968. On March 31, 2004, the Company intends to close this office. The office space has been subleased.

Telecommunications

                MIRS COMMUNICATIONS LTD. (“MIRS”)

                MIRS is a wireless communications service provider and represents the largest investment in Ampal’s history. Ampal beneficially owns a 25% interest in MIRS. Ampal purchased its interest in MIRS from Motorola Israel for $110 million. Ampal currently holds its interest in MIRS through a limited partnership, of which Ampal owns a 75.1% interest and acts as general partner. MIRS is currently owned one-third by the limited partnership and two-thirds by Motorola Israel. MIRS operates a fully integrated wireless voice and data communication services, digital and analog public-shared two-way radio systems. The wireless communication network is based on iDEN(TM) integrated wireless communication technology, a unique radio technology developed by Motorola, and provides an integrated service platform of cellular, two-way radio and wireless data services. These services are targeted primarily to commercial customers.

                The main goal of MIRS is to provide cellular service to the commercial, governmental, public and private sectors according to quality standards set by Motorola, in order to give a full and satisfying solution to all wireless communications needs. MIRS has over 260,000 subscribers mainly in the commercial, governmental, municipal, security and military sectors. MIRS has strongly positioned itself in the commercial sector, announcing an aggressive pricing strategy, resulting in an increase in its customer base. MIRS holds a more than 20% market share of the Israeli cellular commercial sector.

                On February 5, 2001, MIRS was granted a full general operator license by the Israeli Ministry of Communications for portable radio and telephone services through its cellular system. This license is similar to the three existing cellular licenses previously granted to other Israeli operators. As part of the license, MIRS will be required to pay royalties to the Government of Israel and be subject to certain quality of service measurements to comply with industry standards. In connection with the issuance of the license, MIRS was obligated to make a preliminary payment to the Israeli Ministry of Communications in the amount of NIS 17,600,000 ($3.8 million) plus accrued interest. In addition, during the ten year period beginning July 1, 2001, MIRS will make quarterly payments to the Israeli Ministry of Communications in an amount equal to 1.3% of its income which is subject to royalties.

Real Estate

                In Israel, most land is owned by the Israeli government. In this Report, reference to ownership of land means either direct ownership of land or a long-term lease from the Israeli Government, which in most respects is regarded in Israel as the functional equivalent of ownership. It is the Israeli government’s policy to renew its long-term leases (which usually have a term of 49 years) upon their expiration.

4



                AM-HAL LTD. (“AM-HAL”)

                Am-Hal is a wholly-owned subsidiary of the Company, develops and operates luxury retirement centers for senior citizens.

                In March 1992, the first center was opened in Rishon LeZion, a city located approximately 10 miles south of Tel-Aviv. This center, of about 120,000 square feet, includes 149 self-contained apartments, a 74-bed nursing care ward, a 21-bed assisted-living ward, a swimming pool, a health care center and other recreational facilities. The nursing care ward is leased to a non-affiliated health care provider until 2006.

                In June 2000, the second center was opened in Hod Hasharon, a city located approximately 7 miles north of Tel Aviv. This center, which is approximately 250,000 square feet, includes 235 self-contained apartments, a 33-bed nursing care ward and a 22-bed assisted-living ward.

                INDUSTRIAL BUILDINGS

                Industrial Buildings (TASE), Israel’s largest owner/lessor of industrial property is engaged principally in the development and construction of buildings in Israel for industrial and commercial use and in project management. Industrial Buildings carries out infrastructure development projects for industrial and residential purposes, principally for a number of government agencies and authorities. Industrial Buildings hires and coordinates the work of contractors, planners and suppliers of various engineering services.

                Ampal’s ownership interest in Industrial Buildings is held through its interest in Ophir Holdings. As of December 31, 2003, Ophir Holdings’ owned a 11.7% interest in Industrial Buildings.

                Ophir Holdings’ interest in Industrial Buildings is subject to foreclosure in the event of a default by any of the investors under the bank credit agreements entered into in connection with the original acquisition of Industrial Buildings from the Government of Israel in 1993. Any amounts distributed as a dividend by Industrial Buildings are required to be applied first to pay then-due borrowings. For a discussion of Ophir Holdings’ recent sale of certain shares of Industrial Buildings, please see “Significant Developments Since the Fiscal Year Ended December 31, 2003” above.

                AMPAL (ISRAEL) LTD. (“AMPAL (ISRAEL)”)

                Ampal (Israel), a wholly-owned subsidiary of Ampal, owns an approximately 40,000 square foot commercial property located in Tel Aviv which houses its principal offices. Total rental income in 2003 was $0.3 million. Ampal (Israel) also acts as a holding company for other investments discussed elsewhere in this Report.

                OPHIR HOLDINGS

                Ophir Holdings is a holding company that owns interests in real estate companies and is owned 42.5% by the Company. The Company and Polar Investments, which owns 57.5% of Ophir Holdings, are parties to a shareholders’ agreement regarding joint voting, directorships and rights of first refusal with respect to Ophir Holdings.

                Ophir Holdings owns two acres of land in an industrial park in Netanya, Israel together with an unrelated party. These parties entered into a joint venture agreement regarding the site on which they developed a 326,000 square foot building (including parking) for both industrial and commercial use. Ophir Holdings has a 70% interest in the property and joint venture. Ophir Holdings’ lease revenues from the building were $1.6 and $1.7 million in 2003 and 2002, respectively.

5



                Ophir Holdings owns a 22.2% interest in the Shmey-Bar group of companies (“Shmey-Bar”). Shmey-Bar acquired 2.3 million square feet of real estate properties from Hamashbir Hamerkazi, Ltd. (“Hamashbir Hamerkazi”) for $27.7 million. In the same transaction, Shmey-Bar received an option to acquire, for $26.3 million, an additional 700,000 square feet of real estate properties from Hamashbir Hamerkazi. These properties are situated in various locations in Israel. Ophir Holdings’ interest in Shmey-Bar was acquired with an investment accompanied by a $5.7 million shareholder’s loan.

                Ophir Holdings’ owns a 50% equity interest in Lysh The Coastal High-way Ltd. (“Lysh”). Lysh has a 50% holding in Beit Herut-Lysh Development Company Ltd. (“BHL”), which is constructing a 180,000 square foot commercial project for rental near Moshav Beit Herut on land owned by the Israeli Land Authority. The project, consisting of approximately 100,000 square feet, has been completed at a construction cost of $18 million, including the cost of the land. Ophir Holdings’ owns a 25% direct interest in BHL (its share in the project being 12.5%).

                Ophir Holdings has also undertaken to provide guarantees in an amount equivalent to 25% of the construction costs. As of December 31, 2003, BHL had taken out bank loans of approximately $14.2 million, by drawing on a credit line extended by a financial institution in connection with the project.

                Ophir Holdings owns a 10% interest in a joint venture which had agreed to purchase 4.4 million square feet of land near Haifa for approximately $15 million, on which the parties intend to develop a commercial real estate project for rent. Ophir Holdings has obligated itself to invest up to $1.5 million in the first stage of this project and its share of development costs is estimated to be as much as $17 million.

                During 2003, Ophir Holdings recognized a gain on the sale of six properties for a total amount of $7.5 million.

                BAY HEART LIMITED (“BAY HEART”)

                Bay Heart was established in 1987 to develop and lease a shopping mall (the “Mall”) in the Haifa Bay area. Haifa is the third largest city in Israel. The Mall, which opened in May 1991, is a modern three-story facility with approximately 280,000 square feet of rentable space. The Mall is located at the intersection of two major roads and provides a large mix of retail and entertainment facilities including seven movie theaters. Approximately 37,500 square feet of the Mall are occupied by Supersol Ltd., one of the two largest Israeli supermarket chains, and the parent of a co-investor in Bay Heart. The total cost of the Mall was approximately $53 million, which was financed principally with debt instruments. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for additional information regarding the debt financing of Bay Heart. A train station on the west side of the Mall was completed on September 2001. A transportation complex, in conjunction with a subsidiary of Egged Bus Corporation, was opened in January 2002. The Company owns 37% of Bay Heart. Bay Heart is negotiating a financial structuring and renovation of the Mall.

6



Leisure-Time

                CORAL WORLD INTERNATIONAL LIMITED (“CORAL WORLD”)

                Coral World, which is 50%-owned by the Company, owns and controls three marine parks in Eilat (Israel), Perth (Australia) and Maui (Hawaii).

                Coral World’s Eilat marine park is located next to the coral reefs and visitors to this park view marine life in its natural coral habitat through a unique underwater observatory. Coral World’s marine parks in Perth and Maui allow visitors to walk through a transparent acrylic tube on the bottom of a man-made aquarium surrounded by marine life. In addition to admission charges, Coral World’s food and beverage facilities and retail outlets are a significant revenue source.

                Coral World’s parks hosted approximately 948,000 visitors during 2003. Coral World has approximately 250 full-time equivalent positions as of December 31, 2003.

                Coral World has entered into a joint development project for a new marine park in Palma de Majorca. Coral World has also entered into a joint venture called ’Vista Historica’, which participated in a tender for the development of a multimedia attraction near the ancient city of Pompeii and which is in the process of developing a new ’Vista Historica’ attraction in the cities of Prague and Istanbul.

                COUNTRY CLUB KFAR SABA LIMITED (“KFAR SABA”)

                Kfar Saba operates a country club facility (the “Club”) in Kfar Saba, a town north of Tel Aviv. Kfar Saba holds a long-term lease to the real estate property on which the Club is situated. The Club’s facilities include swimming pools, tennis courts and a clubhouse. The Club currently is seeking to obtain building permits for an additional 30,000 square feet of commercial development on the Club grounds.

                The Club, which has a capacity of 2,000 member families, had approximately 1,900 member families for the 2003 season. The Company owns 51% of Kfar Saba.

                HOD HASHARON SPORT CENTER (1992) LIMITED PARTNERSHIP (“HOD HASHARON”)

               Hod Hasharon operates a country club facility (the “H.H. Club”) in Hod Hasharon, a town north of Tel Aviv.  The H.H. Club, which opened in July 1994 and has a capacity of 1,600 member families, has operated at capacity for the past three years.In 2003, the H.H. Club repaid owner’s loans of $0.2 million to each of the partners.  As of December 31, 2003, the Company holds a 50% direct interest in Hod Hasharon.

7



High Technology

                IDENTIFY SOLUTIONS LTD. (“IDENTIFY”)

                Identify (formally Mutek Ltd.), develops and markets the AppSight solution suite based on Identify’s Black Box technology that captures, communicates and identifies the root cause of failures in applications. AppSight is used throughout the application life cycle to increase application reliability and availability and reduce application deployment and support costs.

                As of December 31, 2003, the Company had invested $3.7 million in Identify, and had written off $2.4 million of its investment. As of December 31, 2003, the Company holds a 2.4% equity interest in Identify.

                MODEM ART LTD. (“MODEM-ART”)

                Modem-Art Ltd. is a privately held fabless semi-conductor company specializing in developing system-on-a-chip solutions for wideband and broadband communications systems focusing on baseband processes for 3G terminals/headsets.

                As of December 31, 2003, the Company had invested $2.0 million in Modem-Art and had written off $1.0 million of its investment during 2002. As of December 31, 2003, the Company holds 4.5% equity interest in Modem-Art.

                NETFORMX, LTD. (“NETFORMX”)

                Netformx develops and markets the award winning CANE(R) family of network design, analysis and simulation tools. Netformx’s strategy is to help its customers design and maintain sophisticated computer networks. Using CANE, network and system integrators and network managers design, simulate and analyze efficient, reliable networks quickly and easily. CANE is designed to resolve network chaos and manage the accelerating pace of network change while reducing network equipment, consulting and staff costs.

                As of December 31, 2003, the Company had a 19.6% equity interest in Netformx, directly and indirectly through Ophir Holdings. As of December 31, 2003, the Company had written off all of its investment in Netformx.

                OPHIRTECH

                Ophirtech, the Company’s 42.5%-owned affiliate, has invested in various companies in the high -technology sector. During 2003, Ophirtech invested $0.7 million in start-up companies and made provisions for impairment of the value of its start-up investments in the amount of $0.3 million. At December 31, 2003, the book value of Ophirtech’s start - up investments was $8.3 million.

                Included among Ophirtech’s investments are the following four companies:

8



                CEREL CERAMIC TECHNOLOGIES LTD. (“CEREL”)

                Cerel is using its proprietary Electrophoretic Deposition (“EPD”) process to develop production technology and design tools for Functional Electronic Packages.

                EPD is a method for deposition of electrically charged solid particles held in a liquid suspension under the influence of an applied electric field.EPD can be used to deposit laminated and graded microstructures on shaped or patterned substrates.

                As of December 31, 2003, Ophirtech had invested $0.9 million in Cerel for a 15.5% equity interest.

                EXPAND NETWORKS LTD. (“EXPAND”)

                Expand specializes in bandwidth expansion products for enterprises and Internet service providers. These products are based on Expand’s revolutionary combination of the hardware and software technology, Adaptive Acceleration.

                As of December 31, 2003, Ophirtech had written off $1.3 million of its $3.2 million investment in Expand. Ophirtech’s equity interest in Expand is 9.3% as of December 31, 2003.

                STOREAGE NETWORKING TECHNOLOGIES LTD. (“STOREAGE”)

                StoreAge is an innovative developer and provider of enterprise storage management solutions that centralize and simplify storage network administration. StoreAge network-based solutions provide a uniform, SAN-wide method for provisioning storage, ensuring business continuity, enabling cost-effective disaster recovery, and centrally managing cross-platform, multi-vendor storage environments.

                StoreAge offers worldwide sales, service and support, with principal offices in Irvine, CA and Nesher, Israel, and is privately held company spun-off from IIS, Intelligent Information Systems. As of December 31, 2003, Ophirtech had invested $3.0 million in StoreAge for a 10.9% equity interest.

                VIOLA NETWORKS LTD. (“VIOLA”)

                Viola, (formerly Omegon Networks Ltd.), develops performance assurance software solutions for real-time multi-media applications (voice, video, data) running over converged IP networks.

                As of December 31, 2003, Ophirtech had invested $3.2 million in Viola and had written off $1.9 million of its investment. In August 2003, Ophirtech lent Viola $0.2 million for which Viola issued a convertible note to Ophirtech. The note has not been converted as of December 31, 2003. Ophirtech’s equity interest in Viola is 16.0% as of December 31, 2003.

                POWERDSINE LTD. (“POWERDSINE”)

                PowerDsine develops and sells Power over Ethernet (PoE) technology, which allows power to be transmitted over the same network cable as data.

                The company first developed the Power over Ethernet technology in 1998 and delivered its solutions through communications giants such as Avaya, 3Com, Nortel, Siemens and Ericsson, as well as marketing its own PowerDsine midspan solutions to Power over Ethernet- enable legacy networks.

9



                As of December 31, 2003, the Company’s total investment in PowerDsine was $6 million and its equity interest was 8.1%.

                SHELLCASE

                ShellCase has developed a proprietary, patented wafer level chip size packaging  (CSP) technology for silicon devices using a wafer-level process. Hand-held electronics, wireless communication products, image sensors for digital cameras for cellular phones and medical disposables are just part of the growing list of applications that benefit from the unique properties of ShellCases’s technology. ShellCase was publicly traded on the Toronto Stock Exchange (“TSX”) in 2003. In 2004, a majority of the shareholders of ShellCase approved the delisting of the company from the TSX.

                During February 2003, ShellCase concluded an internal private placement of $13 million in which ShellCase has, in return issued Preferred C Shares. Out of the total amount raised, $8.5 million was new money and $4.5 million was a conversion of convertible debentures and the accrued interest into Preferred C Shares. As of December 31, 2003, the Company’s investment of $6.4 million in ShellCase represented a 13.8% equity interest. As of December 31, 2003, the Company had written off $2.4 million of its investment in ShellCase.  

                SHIRON SATELLITE COMMUNICATIONS (1996) LTD. (“SHIRON”)

                Shiron is engaged in the development, manufacturing and marketing of a satellite communication product known as InterSKY(TM). Shiron provides easily deployable two-way, “always-on” broadband satellite communications to corporate businesses, Internet service providers and small office/home office in places where broadband infrastructure is insufficient or does not currently exist.

                As of December 31, 2003, the Company had invested $2.1 million in Shiron and had made a $0.1 million loan to Shiron, and had written off $1.8 million of its investment in Shiron. As of December 31, 2003, the Company’s equity interest in Shiron is  9.8%.

                SMART LINK LTD. (“SMART LINK”)

                Smart Link is a developer and supplier of software-based communications products that provide internet access and communication to the residential markets. Its proprietary technology enables customers to replace traditional hardware-based communications products with high-quality, user friendly software-based solutions that are less costly. Products include software and chips that are easily integrated into personal computers and information appliances. As of December 31, 2003, the Company had invested $2.9 million in Smart Link, constituting a 13.6% equity interest in Smart Link.

                STAR MANAGEMENT OF INVESTMENTS NO. II (2000) L.P. (“STAR”)

                As of December 31, 2003, the Company had invested $2.2 million in Star, a venture capital fund that focuses on investments in communications, Internet infrastructure, enterprise software, industrial technologies and medical devices, for a 10% interest in Star. The Company has committed to invest an additional $2.8 million in Star. The Company has written off $0.6 million of its investment in Star during 2002.

10



                XACCT TECHNOLOGIES LTD. (“XACCT”)     

                XACCT provides a network data management platform for global communications service providers such as network backbone providers, mobile operators, cable operators, and managed services providers. XACCT’s carrier-class Network-to-Business (N2B™) platform helps make service providers profitable by harnessing network information to create new value-based services and lower operational costs. XACCT offers the industry’s first and only platform that enables real-time data capture and enhancement; seamless integration with any business or operations application; and instantaneous, flow-through service provisioning.

                As of December 31, 2003, the Company’s total investment in XACCT was $3.8 million and its equity interest was 16.9%. In December 2003, the Company entered into an agreement for the sale of all of its holdings in XAACT to Amdocs Limited, which agreed to acquire all of the issued and outstanding shares of XACCT. On February 19, 2004, Ampal received approximately $3.8 million (partially in cash and partially in shares of Amdocs Limited) for its holdings in XACCT.

                XPERT INTEGRATED SYSTEMS LTD. (“XPERT”)

                Xpert is a leading international developer and provider of business continuity, security and infrastructure solutions. Xpert has over 400 customers from leading financial, telecommunications, industry, technology and governmental organizations. Xpert, whose headquarters are in Israel, has additional offices in Madrid and Barcelona.

                As of December 31, 2003, the Company had invested $2.75 million in Xpert, and its equity interest is 12.7%.

Energy

GRANITE HACARMEL INVESTMENTS LTD. (“GRANITE”)

                Granite is one of Israel’s largest holding companies. Granite was established in 1981 and went public on the Tel Aviv Stock Exchange in 1992.

                Granite owns and controls the following major companies: Sonol Israel Ltd. (“Sonol”), Tambour Ltd. (“Tambour”) and Supergas Israel Gas Distribution Company Ltd. (“Supergas”) which are all well recognized as national brand names with national marketing and distribution networks in Israel. In addition, Granite owns Granite Hacarmel Holdings which is engaged in real estate, Allied Oils & Chemicals which produces lubricants and greases and Granite Hacarmel Development Holding, which deals with other activities within Granite. Through its subsidiaries, Granite markets and distributes refined petroleum products, liquefied petroleum gas, chemicals, paints, lubricants, greases and related products, as well as water purification and desalination, oil and gas exploration, real estate investments, and tourism projects.

                During 2003, Ampal sold 13,821,450 shares of Granite at a price of $1.40 (6 NIS) per share resulting in total proceeds of approximately $19.5 million. In February 2004, Ampal sold its remaining holdings in Granite for approximately $20.1 million. See “Significant Developments Since the Fiscal Year Ended December 31, 2003” above.

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Capital Markets And Other Holdings

                AMPAL DEVELOPMENT (ISRAEL) LTD. (“AMPAL DEVELOPMENT”)

                Ampal Development, a wholly owned subsidiary of the Company, issued debentures which are publicly traded on the TASE. An aggregate of approximately $3.9 million of these debentures were outstanding as of December 31, 2003. Ampal Development has deposited funds with Bank Hapoalim sufficient to pay all principal and interest on these debentures.

                AMPAL INDUSTRIES (ISRAEL) LTD. (“AMPAL INDUSTRIES”)

                Ampal Industries, a wholly-owned subsidiary of Ampal, holds interests in various investee companies described in the high-technology section in this Report. Ampal Industries also has a portfolio of marketable securities which are valued at approximately $43.9 million at December 31, 2003.

                CARMEL CONTAINERS SYSTEMS LIMITED (“CARMEL”)

                Carmel (KML) is one of the leading Israeli companies in designing, manufacturing and marketing carton boards and packaging products. Carmel and its subsidiaries manufacture a varied line of products, including corrugated shipping containers, moisture-resistant packaging, consumer packaging, triple-wall packaging and wooden pallets and boxes.

                The Company entered into an agreement in January 2003 pursuant to which Ampal and its subsidiary, Ampal Enterprises Ltd. (“Ampal Enterprises”), will sell their shareholdings in Carmel. Ampal will sell in this transaction 18,000 ordinary shares of Carmel and Ampal Enterprises will sell another 504,000 ordinary shares of Carmel, at a price per share of $6.75 for an aggregate purchase price of $3,523,500.

                The consummation of the aforementioned transaction is contingent upon certain conditions, including the consummation of a merger transaction between Carmel and Best Carton Ltd. (“Best”) pursuant to which all shares of Best will be purchased by Carmel in consideration of shares of Carmel which will be issued to Best’s shareholders, and the authorizations required by law for the aforementioned transaction.

                In June 2003, the Company announced that its agreement to sell its holdings in Carmel had been cancelled because the Israeli Antitrust Authority objected to the merger between Carmel and Best.

                The Company’s equity interest in Carmel is 21.5%. As of December 31, 2003, the Company marks its investment to market value at $3.5 per share, for a total of $1.8 million, and recorded loss from impairment in the amount of $2.1 million.

                EPSILON INVESTMENT HOUSE LTD. (“EPSILON”) AND RENAISSANCE INVESTMENT  COMPANY LTD. (“RENAISSANCE”)

                The Company had invested $1.5 million for 20% of Epsilon and its affiliate, Renaissance as of December 31, 2003. Epsilon is an investment bank which provides portfolio management services and Renaissance provides underwriting services in Israel through its subsidiaries.

12



EMPLOYEES

                As of December 31, 2003, Ampal had two employees, Ampal Industries (Israel) Ltd. had 15 employees, Am-Hal Ltd. (a wholly owned subsidiary of Ampal) had 175 employees and Country Club Kfar Saba Ltd. (owned 51% by the Company) had 112 employees.

                Relations between the Company and its employees are satisfactory.

CONDITIONS IN ISRAEL

                Most of the companies in which Ampal directly or indirectly invests conduct their principal operations in Israel and are directly affected by the economic, political, military, social and demographic conditions there. A state of hostility, varying as to degree and intensity, exists between Israel and the Arab countries and the Palestinian Authority (the “PA”). Israel signed a peace agreement with Egypt in 1979 and with Jordan in 1994. Since 1993, several agreements have been signed between Israel and Palestinian representatives regarding conditions in the West Bank and Gaza. While negotiations have taken place between Israel, its Arab neighbors and the PA to end the state of hostility in the region, it is not possible to predict the outcome of these negotiations and their eventual effect on Ampal and its investee companies. Since September 2000, there have been increased hostilities between the Israeli government and Palestinian groups. It is possible that the situation may deteriorate further and may impact the value of Ampal and its investee companies. See “-Economic and Financial Developments” below and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the possible impact of this situation on the Company.

                All male adult citizens and permanent residents of Israel under the age of 48 are obligated, unless exempt, to perform military reserve duty annually. Additionally, all these individuals are subject to being called to active duty at any time under emergency circumstances. Some of the officers and employees of Ampal’s investee companies are currently obligated to perform annual reserve duty. While these companies have operated effectively under these requirements since they began operations, Ampal cannot assess the full impact of these requirements on their workforce or business if conditions should change. In addition, Ampal cannot predict the effect on its business in a state of emergency in which large numbers of individuals are called up for active duty.

Economic and Financial Developments

                In 2003, unemployment in Israel increased to 10.7%. The rate of unemployment in 2002 averaged 10.4% as compared to 9.3% in 2001. This increase resulted mainly from the Hi-Tech crisis which brought about a wave of layoffs in this industry.

                The deflation rate in 2003 was 1.9% compared to an inflation rate of 6.5% in 2002.

CERTAIN UNITED STATES AND ISRAELI REGULATORY MATTERS

SEC Exemptive Order

                In 1947, the SEC granted Ampal an exemption from the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to an Exemptive Order. The Exemptive Order was granted based upon the nature of Ampal’s operations, the purposes for which it was organized, which have not changed, and the interest of purchasers of Ampal’s securities in the economic development of Israel. There can be no assurance that the SEC will not reexamine the Exemptive Order and revoke, suspend or modify it. A revocation, suspension or material modification of the Exemptive Order could materially and adversely affect the Company unless Ampal were able to obtain other appropriate exemptive relief. In the event that Ampal becomes subject to the provisions of the 1940 Act, it could be required, among other matters, to make changes, which might be material, to its management, capital structure and methods of operation, including its dealings with principal shareholders and their related companies.

13



TAX INFORMATION

                Ampal (to the extent that it has income derived in Israel) and Ampal’s Israeli subsidiaries are subject to taxes imposed under the Israeli Income Tax Ordinance. For  2003, Israeli companies were taxed on their income at a rate of 36%.

                On July 24, 2002, the Israeli Parliament enacted legislation (“tax reform legislation”) approving a tax reform bill based on a ministerial committee report published in June 2002. This legislation, which introduces fundamental changes in certain areas, generally became effective on January 1, 2003, although alterations in certain taxation areas will be introduced over a number of years and certain provisions will come into effect on other specified dates.

                The tax reform legislation focuses, inter alia, a transition from a primarily territorial based tax system to a personal based tax system of Israeli tax residents (which mainly applies on the Company’s Israeli subsidiaries) had been introduced. Consequently, Israeli tax residents would be taxed on their worldwide income;

                A tax treaty between Israel and the United States became effective on January 1, 1995. This treaty has not substantially changed the tax position of the Company in the United States or in Israel.

                Ampal had income from interest, rent and dividends resulting from its investments in Israel. Under Israeli law, Ampal has been required to file reports with the Israeli tax authorities with respect to such income. In addition, as noted below, Ampal is subject to a withholding tax on dividends received from Israeli companies at a rate of either 25%, 15% or 12.5%, depending on the percentage ownership of the investment and the type of income generated by that company (as opposed to dividends payable to Israeli companies which are exempt from tax or subject to a tax rate of 25%, when stem from income generated out of Israel, or for the dividends paid by an approved enterprise to either residents or non-residents, the tax on which is withheld at a rate of 15%). Under an arrangement with the Israeli tax authorities, such income has been taxed based on principles generally applied in Israel to income of non-residents. Ampal has filed reports with the Israeli tax authorities through 2001 and has tax assessments which considered to be final through tax year 1998 (which final assessments are, under Israeli law, subject to reconsideration by the tax authorities only in certain limited circumstances, including fraud). Based on the tax returns filed by Ampal through 1998, it has not been required to make any additional tax payments in excess of the withholding on its dividends. In addition, under Ampal’s arrangement with the Israeli tax authorities, the aggregate taxes paid by Ampal in Israel and in the United States on interest, rent and dividend income derived from Israeli sources has not exceeded the taxation which would have been payable by Ampal in the United States had such interest, rent and dividend income been derived by Ampal from United States sources. There can be no assurance that this arrangement will continue in the future. This arrangement does not apply to taxation of Ampal’s Israeli subsidiaries.

                Generally, under the provisions of the Israeli Income Tax Ordinance, taxable income paid to non-residents of Israel by residents of Israel is generally subject to withholding tax at the rate of 25%. However, withholding rates on income paid to United States residents by residents of Israel are subject to the United States-Israel tax treaty. No withholding has been made on interest and rent payable to Ampal under an exemption which Ampal has received from the income tax authorities on an annual basis. There can be no assurance that this exemption will continue in the future. The continued tax treatment of Ampal by the Israeli tax authorities in the manner described above is based on Ampal continuing to be treated, for tax purposes, as a non-resident of Israel that is not doing business in Israel.

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                Under Israeli law, a tax is payable on capital gains of residents and non-residents of Israel. With regard to non-residents, this tax applies to gains on sales of assets either located in Israel or which represent a right to assets located in Israel (including gains arising from the sale of shares of stock in companies resident in Israel, and rights in non-resident entities that mainly represent ownership and rights to assets located in Israel, with regard to such assets). Since January 1, 1994, the portion of the gain attributable to inflation prior to that date is taxable at a rate of 10%, while the portion since that date is exempt from tax. Non-residents of Israel are exempt from the 10% tax on the inflationary gain derived from the sale of shares in companies that are considered Israeli residents if they choose to compute the inflationary portion of the gain based on the change in the rate of exchange between Israeli currency and the foreign currency in which the shares were purchased from the date the shares were purchased until the date the shares were sold. The remainder of the profit (“Real Capital Gain”), if any, is taxable to corporations at the rate of 25%. However, Real Capital Gains arising from the sale of capital assets that had been purchased prior to January 1, 2003 shall be apportioned on a linear basis to the periods before and after the same date, namely - the portion of the gain attributed to the period before January 1, 2003 shall be subject to 36% (for corporations), whereas the portion of the gain attributed to the period after January 1, 2003 shall be taxed at the preferential rate of 25%.

                The Income Tax Law (Adjustment for Inflation), 1985, which applies to companies which have business income in Israel or which claim a deduction in Israel for financing costs, has been in force since the 1985 tax year. The law provides for the preservation of equity, whereby certain corporate assets are classified broadly into Fixed (inflation resistant) and Non-Fixed (non-inflation resistant) Assets. Where shareholders’ equity, as defined therein, exceeds the depreciated cost of Fixed Assets, a tax deduction which takes into account the effect of the annual inflationary change on such excess is allowed, subject to certain limitations. If the depreciated cost of Fixed Assets exceeds shareholders’ equity, then such excess, multiplied by the annual inflation change, is added to taxable income.

                Individuals and companies in Israel pay VAT at a rate of 18% of the price of assets sold and services rendered (according to a Temporary Order issued by the state of Israel the VAT rate was increased from 17% to 18% for the period commencing on June 15, 2002 and ending on December 31, 2003. This period was extended by an additional two months and was terminated on February 29, 2004. The Company can deduct VAT paid on goods and services acquired for the purpose of the business. Nir, a subsidiary of Ampal is considered a Financial Institute under the VAT Law, and as such is subject to wage and profit tax rather than VAT.

United States Taxation of Ampal

                Ampal and its United States subsidiaries (in the following tax discussion, generally “Ampal U.S.”) are subject to United States taxation on their consolidated taxable income from foreign and domestic sources. The gross income of Ampal U.S. for United States tax purposes includes or may include (i) income earned directly by Ampal U.S., (ii) Ampal U.S.’s share of “subpart F income” earned by certain foreign corporations controlled by Ampal U.S. and (iii) Ampal U.S.’s share of income earned by certain electing “passive foreign investment companies” of which Ampal U.S. is a stockholder. Subpart F income includes dividends, interest and certain rents and capital gains. Since 1993, the maximum rate applicable to domestic corporations is 35%.

15



                Ampal U.S. is entitled to claim as a credit against its United States income tax liability all or a portion of income taxes, or of taxes imposed in lieu of income taxes, paid to foreign countries. If Ampal U.S. receives dividends from a foreign corporation in which it owns 10% or more of the voting stock, in determining total foreign income taxes paid by Ampal U.S. for purposes of the foreign tax credit Ampal U.S. is treated as having paid the same proportion of the foreign corporation’s post-1986 foreign income taxes as the amount of such dividends bears to the foreign corporation’s post-1986 undistributed earnings. Certain of Ampal’s non-U.S. subsidiaries have elected to be treated as partnerships for U.S. tax purposes. As a result, the income of these subsidiaries is subject to U.S. taxation, as it is earned.

                In general, the total foreign tax credit that Ampal U.S. may claim is limited to the proportion of Ampal U.S.’s United States income taxes that its foreign source taxable income bears to its taxable income from all sources, foreign and domestic. The Internal Revenue Code of 1986, as amended (the “Code”), also limits the ability of Ampal U.S. to offset its United States tax liability with foreign tax credits by subjecting various types of income to separate limitations. Source of income and deduction rules may further limit the use of foreign taxes as an offset against United States tax liability. As a result of the operation of these rules, Ampal U.S. may choose to take a deduction for foreign taxes in lieu of the foreign tax credit.

                Ampal U.S. may be subject to the alternative minimum tax (“AMT”) on corporations. Generally, the tax base for the AMT on corporations is the taxpayer’s taxable income increased or decreased by certain adjustments and tax preferences for the year. The resulting amount, called alternative minimum taxable income, is then reduced by an exemption amount and subject to tax at a 20% rate. As with the regular tax computation, AMT can be offset by foreign tax credits (separately calculated under AMT rules and generally limited to 90% of AMT liability as specially computed for this purpose).

FORWARD-LOOKING STATEMENTS

                This Report (including but not limited to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as those discussed elsewhere in this Report on Form 10-K) includes forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and information relating to the Company that are based on the beliefs of management of the Company as well as assumptions made by and information currently available to the management of the Company. When used in this Report, the words “anticipate,” “believe,” estimate,” “expect,” “intend,” “plan,” and similar expressions, as they relate to the Company or the management of the Company, identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events or future financial performance of the Company, 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 in the global business and economic conditions in the different sectors and markets where the Company’s portfolio companies operate.

                Should any of those risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcome may vary from those described therein as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere described in this Report and other Reports filed with the Securities and Exchange Commission.

ITEM 2. PROPERTY

                Ampal’s corporate headquarters in Israel, which is owned by the Company, is located at 111 Arlozorov Street in Tel Aviv.

16



                Ampal currently leases an office at 555 Madison Avenue in New York City from Rodney Company N.V., Inc. The lease period is seven years commencing on October 15, 2002. The annual rent for this lease is $114,968. As discussed earlier in this Report, on March 31, 2004, the Company intends to close this office. The office space has been subleased.

                Kfar Saba, which operates a country club in the town of Kfar Saba, occupies a 7-1/4 acre lot which will be leased for five consecutive ten-year periods, at the end of which the land returns to the lessor. The lease expires on July 14, 2038, and lease payments in 2003 totaled $177,670.

                Other properties of the Company are discussed elsewhere in this Report. See “Item 1. Business.”

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ITEM 3.  LEGAL PROCEEDINGS

                On January 1, 2002, Galha (1960) Ltd. (“Galha”) filed a suit against the Company and other parties, including directors of Paradise Industries Ltd. (“Paradise”) appointed by the Company, in the Tel Aviv District Court, in the amount of NIS 8,974,401 ($1.9 million). Galha claimed that the Company,which was a shareholder of Paradise, and another shareholder of Paradise, misused funds that were received by Paradise from an insurance company for the purpose of reconstructing an industrial building owned by Galha and used by Paradise which burnt down. Paradise is currently involved in liquidation proceedings. Ampal issued a guarantee in favor of Galha for the payment of  an amount of up to NIS 4,000,000 ($913,450) if a final judgment against the Company will be given. At this stage, the Company cannot estimate the impact this claim will have on it.

                In May 2002, the Israeli Income Tax Authority issued an assessment to Ampal (Israel) Ltd., the Company’s wholly-owned subsidiary, for payment of approximately NIS 34 million ($7,655,933) for the tax years 1997-2000. Ampal (Israel) filed an appeal regarding this assessment. In October, 2003, Ampal and the Israeli Income Tax Authority signed a settlement agreement pursuant to which Ampal paid the sum of NIS 6 million ($1,351,047) as a final payment for the tax years 1997-2000. The reserve previously established to cover the Company’s estimated exposure has been adjusted accordingly.

                As discussed elsewhere in this Report, in February 2004, the Company sold all of its remaining holdings of Granite. For a description of the legal proceedings relating to Granite, please refer to Item 3 of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2002.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                None.

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF CLASS A STOCK

                Ampal’s Class A Stock is listed on Nasdaq under the symbol “AMPL”. The following table sets forth the high and low bid prices for the Class A Stock, by quarterly period for the fiscal years 2003 and 2002, as reported by Nasdaq and representing inter-dealer quotations which do not include retail markups, markdowns or commissions for each period, and each calendar quarter during the periods indicated. Such prices do not necessarily represent actual transactions.

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  High Low
2003:

Fourth Quarter   4.05     2.80  
Third Quarter   3.20     2.50  
Second Quarter   3.30     1.88  
First Quarter   2.59     1.89  
 
2002:
Fourth Quarter $ 2.94   $ 1.77  
Third Quarter   3.63     2.69  
Second Quarter   4.40     3.49  
First Quarter   5.70     4.18  

As of March 9, 2004, there were approximately 811 record holders of Class A Stock.

VOTING RIGHTS

                Unless dividends on any outstanding preferred stock are in arrears for three successive years, as discussed below, the holders of Class A Stock are entitled to one vote per share on all matters voted upon. Notwithstanding the above, if dividends on any outstanding series of preferred stock are in arrears for three successive years, the holders of all outstanding series of preferred stock as to which dividends are in arrears shall have the exclusive right to vote for the election of directors until all cumulative dividend arrearages are paid. The shares of Class A Stock do not have cumulative voting rights in relation to the election of the Company’s directors, which means that any holder of at least 50% of the Class A Stock can elect all of the members of Board of Directors of Ampal (the “Board”).

DIVIDEND POLICY

                Ampal has not paid a dividend on its Class A Stock other than in 1995. Past decisions not to pay cash dividends on Class A Stock reflected the policy of Ampal to apply retained earnings, including funds realized from the disposition of holdings, to finance its business activities and to redeem debentures. The payment of cash dividends in the future will depend upon the Company’s operating results, cash flow, working capital requirements and other factors deemed pertinent by the Board.

                Dividends on all classes of Ampal’s shares of preferred stock are payable as a percentage of par value. The holders of Ampal’s presently authorized and issued 4% Preferred Stock and 6 1/2% Preferred Stock (each having a $5.00 par value) are entitled to receive cumulative dividends at the rates of 4% and 6 1/2% per annum, respectively, payable out of surplus or net earnings of Ampal before any dividends are paid on the Class A Stock. If Ampal fails to pay such dividend to the preferred stockholders in any calendar year, such deficiency must be paid in full, without interest, before any dividends may be paid on the Class A Stock. If, after the payment of all cumulative dividends on the preferred stock and a non-cumulative 4% dividend on the Class A Stock, there remains any surplus, any dividends declared are to be participated in by the holders of 4% Preferred Stock and Class A Stock, pro rata. On December 10, 2003, Ampal announced that its Board had declared cash dividends on its classes of preferred stock ($0.325 per share on its 6 1/2% classes of preferred stock and $0.20 per share on its 4% Preferred Stock).

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RECENT SALES OF UNREGISTERED SECURITIES

                Pursuant to a Letter Agreement, dated as of January, 31, 2001, between Ampal (Israel) Ltd., a wholly-owned subsidiary of Ampal, and Zionism 2000, a charitable organization, Ampal (Israel) Ltd. gifted 6,000 shares of Class A Stock to Zionism 2000 on February 9, 2001.

                Pursuant to a Letter Agreement, dated as of January 31, 2001, between Ampal (Israel) Ltd., a wholly-owned subsidiary of Ampal, and Coaching Ltd., Ampal (Israel) Ltd. transferred 1,500 shares of Class A Stock to Coaching Ltd. on March 1, 2001 (having a market value of $9,420) as partial compensation for services rendered to the Company.

                The transfer to each of Zionism 2000 and Coaching Ltd. of the aforementioned shares was exempt from registration under the Securities Act of 1933, as amended, by reason of Regulation S under such Act because the transactions were consummated outside the United States.

ITEM 6.  SELECTED FINANCIAL DATA

FISCAL YEAR ENDED DECEMBER 31, 2003 2002 2001 2000 1999
 




(Dollars in thousands, except per share data)
 
Revenues $ 51,814   $ 16,732   $ 29,062   $ 39,697   $ 69,613  
Net income (loss) from continuing operations   8,847   $ (44,047 )   (6,974 ) $ 813   $ 28,031 (1)
Earnings (loss) per Class A share:
   Basic EPS $ 0.42   $ (2.27 )(2) $ (0.38 )(2) $ 0.03  (2) $ 1.32  
   Diluted EPS $ 0.40   $ (2.27 ) $ (0.38 ) $ 0.03   $ 1.15  (1)
Total assets $ 354,367   $ 323,699   $ 383,833   $ 446,628   $ 396,780  
 
Notes and loans and debentures
Payable   138,334     136,803     145,901     201,576     174,519  

(1) Includes (loss) from discontinued operations, as follows:

Fiscal Year Ended December 31, 2003 2002 2001 2000 1999
 




(Dollars in thousands, except per share data)
 
Gain (Loss) from continued operations $ 8,847   $ (44,047 ) $ (6,974 ) $ 813   $ 30,187  
(Loss) from discontinued operations   --   $ --   $ --   $ --   $ (2,156 )
(Loss) per Class A share from discontinued
   operations:
   Basic EPS $ --   $ --   $ --   $ --   $ (0.10 )
   Diluted EPS $ --   $ --   $ --   $ --   $ (0.09 )
   
(2) Computation is based on net income (loss) after deduction of preferred stock dividends of $213, $218, $227, $234, and $284, respectively.

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ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

                We seek to maximize shareholder value through acquiring and investing in companies that we consider have the potential for growth. Our principal focus is on businesses located in the State of Israel or that are Israel-related. In utilizing our core competencies and financial resources, our investment portfolio primarily focuses on a broad cross-section of Israeli companies engaged in various market segments including Energy, Industry, Real Estate and Project Development, Telecommunications and High-Technology.

                Our investment focus is primarily on companies or ventures where we can exercise significant influence, on our own or with investment partners, and use our management experience to enhance those investments. To further our strategic objectives and support our key business initiatives, we seek investments in companies that operate in Israel initially and then expand abroad. We are also monitoring investment opportunities, both in Israel and abroad, that we believe will strengthen and diversify our portfolio and maximize the value of our capital stock. In determining whether to acquire an interest in a specific company, we consider the quality of management, return on investment, growth potential, projected cash flow, investment size and financing, and reputable investment partners. We also provide our investee companies with ongoing support through our involvement in the investee companies’ strategic decisions and introductions to the financial community, investment bankers and other potential investors both in and outside of Israel.

                Our results of operations are directly affected by the results of operations of our investee companies. A comparison of the financial statements from year to year must be considered in light of our acquisitions and dispositions during each period.

                The majority of recently published economic indicators show an increase in economic activity both in Israel and abroad. Specifically, the increase in economic activity emanating from abroad is affecting Israel’s financial markets. The combined state of the economy index rose by 0.6% in the fourth quarter of 2003, after falling consistently since the end of the year 2000. Private consumption rose considerably during the second half of 2003 when it expanded by an annualized rate of 7.8% compared with the first half of the year according to Central Bureau of Statistics estimates. This trend appears to have largely resulted from consumers’ increased sense of security from the increase in economic activity. We believe that these increases in economic activity, together with the strategic moves we have taken to properly value and enhance our portfolio, will assist the company in reaching its real valuation.

                The results of investee companies which are greater than 50%-owned are included in the consolidated financial spatements. We account for our holdings in investee companies over which we exercise significant influence, generally 20% to 50% owned companies (“affiliates”), under the equity method. Under the equity method, we recognize our proportionate share of such companies’ income or loss based on its percentage of direct and indirect equity interests in earnings or losses of those companies. The results of operations are affected by capital transactions of the affiliates. Thus, the issuance of shares by an affiliate at a price per share above our carrying value per share for such affiliate results in our recognizing income for the period in which such issuance is made, while the issuance of shares by such affiliate at a price per share that is below our carrying value per share for such affiliate results in our recognizing a loss for the period in which such issuance is made. We account for our holdings in investee companies, other than those described above, on the cost method or in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. In addition, we review investments accounted for under the cost method periodically in order to determine whether to maintain the current carrying value or to write off some or all of the investment. For more information as to how we make these determinations, see “Critical Accounting Policies.”

21



                For those subsidiaries and affiliates whose functional currency is considered to be the New Israeli Shekel (“NIS”), assets and liabilities are translated at the rate of exchange at the end of the reporting period and revenues and expenses are translated at the average rates of exchange during the reporting period. Translation differences of those foreign companies’ financial statements are included in the cumulative translation adjustment account (reflected in accumulated other comprehensive loss) of shareholders’ equity. Should the NIS be devalued against the U.S. dollar, cumulative translation adjustments are likely to result in a reduction in shareholders’ equity. As of December 31, 2003, the effect on shareholders’ equity was a decrease of approximately $20.6 million. Upon disposition of an investment, the related cumulative translation adjustment balance will be recognized in determining gains or losses.

CRITICAL ACCOUNTING POLICIES

                The preparation of Ampal’s consolidated financial statements is in conformity with accounting principles generally accepted in the United States which requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related footnotes. Actual results may differ from these estimates. To facilitate the understanding of Ampal’s business activities, described below are certain Ampal accounting policies that are relatively more important to the portrayal of its financial condition and results of operations and that require management’s subjective judgments. Ampal bases its judgments on its experience and various other assumptions that it believes to be reasonable under the circumstances. Please refer to Note 1 to Ampal’s consolidated financial statements included in this Annual Report for the fiscal year ended December 31, 2003 for a summary of all of Ampal’s significant accounting policies.

                Portfolio Investments

                The Company accounts for a number of its investments, including many of its investments in the high-technology and communications industries, on the basis of the cost method. Application of this method requires the Company to periodically review these investments in order to determine whether to maintain the current carrying value or to write off some or all of the investment. While the Company uses some objective measurements in its review, such as the portfolio company’s liquidity, burn rate, termination of a substantial number of employees, achievement of milestones set forth in its business plan or projections and seeks to obtain relevant information from the company under review, the review process involves a number of judgments on the part of the Company’s management. These judgments include assessments of the likelihood of the company under review to obtain additional financing, to achieve future milestones, make sales and to compete effectively in its markets. In making these judgments the Company must also attempt to anticipate trends in the particular company’s industry as well as in the general economy. There can be no guarantee that the Company will be accurate in its assessments and judgments. To the extent that the Company is not correct in its conclusion it may decide to write down all or part of the particular investment.

22



                Investment in MIRS

                MIRS is our largest investment and is being accounted for at cost (our equity interest is 25%). The cost method is applied due to preference features we have been granted in our investment in preferred shares in MIRS. Revenues from guaranteed payments from Motorola are recognized as income. We perform annual tests for impairment regarding our investment in MIRS. Our assessment, based on a valuation of our investment in MIRS as of December 31, 2003, resulted in no impairment charge. The valuation was calculated according to the discounted cash flow method, taking into account the preferences to which we are entitled from Motorola under the MIRS purchase agreement.

                Marketable Securities

                We determine the appropriate classification of marketable securities at the time of purchase. We hold marketable securities classified as trading securities that are carried at fair value, and marketable securities classified as available-for-sale that are carried at fair value with unrealized gains and losses included in the component of accumulated other comprehensive loss in stockholders’ equity. If according to management’s assessment it is determined that a decline in the fair value of any of the investments is other than temporary, an impairment loss is recorded and included in the consolidated statements of income as loss from impairment of investments.

                Long- lived assets

                On January 1, 2002, Ampal adopted FAS 144, “Accounting for the Impairment or Disposal of Long- Lived Assets.” FAS 144 requires that long- lived assets, to be held and used by an entity, be reviewed for impairment and, if necessary, written down to the estimated fair values, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through undiscounted future cash flows.

                Accounting for Income Taxes

                As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves us estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in the statement of operations. A valuation allowance is currently set against certain tax assets because management believes it is more likely than not that these deferred tax assets will not be realized through the generation of future taxable income. We also do not provide for taxes on undistributed earnings of our foreign subsidiaries totaling $43.6 million in 2003, as it is our intention to reinvest undistributed earnings indefinitely outside the United States. If the earnings were not considered permanently reinvested, approximately $15.3 million of deferred income taxes would have been provided in 2003.

                Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and our future taxable income for purposes of assessing our ability to realize any future benefit from our deferred tax assets. In the event that actual results differ from these estimates or we adjust these estimates in future periods, our operating results and financial position could be materially affected.

23



RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

                In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). Under FIN 46, entities are separated into two categories populations: (1) those for which voting interests are used to determine consolidation (this is the most common classification situation) and (2) those for which variable interests are used to determine consolidation. FIN 46 explains how to identify  Variable Interest Entities (“VIE”s) and how to determine consolidation. FIN 46 explains how to identify Variable Interest Entities (“VIE”s) and how to determine when a public company business enterprise should include the assets, liabilities, non-controlling interests, and results of activities of a VIE in its consolidated financial statements.

                Since issuing FIN 46, the FASB has proposed various amendments to the interpretation and has deferred its effective dates. Most recently, in December 2003, the FASB issued a revised version of FIN 46 (FIN 46-R), which also provides for a partial deferral of FIN 46. This partial deferral established the effective dates for the application of public entities to apply FIN 46 and FIN 46-R based on the nature of the VIE variable interest entity and the date upon which the public company became involved with the VIE variable interest entity. In general, the deferral provides that (i) for VIEs variable interest entities created before February 1, 2003, a public company entity must apply FIN 46-R at the end of the first interim or annual period ending after March 15, 2004, and may be required to apply FIN 46 at the end of the first interim or annual period ending after December 15, 2003, if the VIE variable interest entity is a special purpose  entity and (ii) for VIEs variable interest entities created after January 31, 2003, a public company must apply FIN 46 at the end of the first interim or annual period ending after December 15, 2003, as previously required, and then apply FIN 46-R at the end of the first interim or annual reporting period ending after March 15, 2004.

                The Company currently has no variable interests in any VIE. Accordingly, while there can be no assurance that the Company will not have variable interests in one or more VIEs in the future, the Company believes that the adoption of FIN 46 and FIN 46-R will not have material impact on our financial position, results of operations and cash flows.

                In December 2003, the FASB issued SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” an amendment of SFAS No.’s 87, 88 and 106, and a revision of SFAS No. 132. SFAS No. 132 revises employers’ disclosures about pension plans and other post-retirement benefit plans. It does not change the measurement or recognition of those plans. The new rules require additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other post-retirement benefit plans.

                Part of the new disclosure provisions of SFAS No. 132 are effective for the 2003 calendar year-end financial statements, but have no impact on the Company’s financial statements. The remainder of this statement, which has a later effective date, is currently being evaluated by the Company.

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RESULTS OF OPERATIONS

                Fiscal year ended December 31, 2003 compared to fiscal year ended December 31, 2002:

                The Company recorded a consolidated net income of $8.8 million for the fiscal year ended December 31, 2003, as compared to $44.0 million loss for the same period in 2002. The increase in net income is primarily attributable to the higher realized and unrealized gain on investments in marketable securities, less losses from impairments of investments and higher income from equity in 2003, as compared to 2002. These were partial offset by higher translation losses.

                Equity in earnings of affiliates increased to $2.5 million for the fiscal year ended December 31, 2003 as compared to a loss of $3.3 million for the fiscal year ended in 2002. The increase in 2003 is primarily attributable to a $3.7 million gain recorded by Ophir Holdings as a result of the sale of its real estate assets. The gain was offset by a $1.7 million loss in Granite, which was recorded in the first quarter of 2003. In 2002, the loss was primarily attributable to decreased earnings of Ophirtech, which recorded higher losses from impairment of investments in 2002.

                The increase in real estate income and expenses in 2003 as compared to 2002 is primarily attributable to the increase in tenant occupancy rate in Am-Hal Ltd.

                In the fiscal year ended December 31, 2003, Ampal recorded $29.8 million of realized and unrealized gain on investments, which attributable to the Company’s investment in shares of Granite ($20.7 million), Blue Square Israel Ltd. (“Blue Square”) ($2.6 million), Alvarion ($1.4 million), and mutual funds and other securities ($5.1 million).

                During 2003, the Company reduced its holding interest in Granite from 20.4% to 10.5% as a result of a sale of 9.9%. Consequently, the Company’s investment in Granite, which was previously accounted for by the equity method, was accounted for as an investment in a trading marketable security. The remaining 10.5% interest in Granite was sold in February, 2004 (see Item 1. “Significant Developments since the Fiscal Year ended December 31, 2003”). In the same period in 2002, the Company recorded $20.4 million of realized and unrealized losses on investments which consisted of $3.3 million of realized and unrealized losses on investments classified as trading securities and $17.1 million of unrealized losses other than temporary decline in value of investments in the available-for-sale securities. The realized and unrealized losses on trading securities recorded in 2002 were primarily attributable to the Company’s investment in shares of Bank Leumi Le’Israel B.M. (“Leumi”) ($2.0 million) mutual funds and other securities ($1.3 million). The unrealized losses other than temporary decline in value of the Company’s investments in the available-for-sales securities in 2002 were primarily attributable to the investment in shares of Blue Square ($12.8 million), a publicly traded company on the Tel Aviv and New York Stock Exchanges. The Company also wrote down its investments in shares of Sonic Foundry Inc. (“Sonic”) ($1.8 million), Alvarion ($2.0 million) and Compugen Ltd. (“Compugen”) ($0.5 million). At December 31, 2003 and December 31, 2002, the aggregate fair value of trading securities and available for sale securities amounted to approximately $64.7 million and $18.6 million, respectively.

                Other income realized by the Company is principally composed of guaranteed payments from Motorola equal to $ 7.1 million for the years ended December 31, 2003 and 2002.

                The Company recorded lower interest expense in the fiscal year ended December 31, 2003, as compared to the same period in 2002, primarily as a result of lower interest rates.

25



                In the fiscal year ended December 31, 2003, the Company recorded $13.1 million in losses from the impairment of its investments and loans in the following companies: XACCT ($9.0 million), Carmel ($2.0 million), Identify ($1.3 million), Cute Ltd. ($0.2 million), and real estate in Migdal Haemek ($0.6 million). During the fiscal year ended December 31, 2002, the Company recorded a $15.1 million loss from the impairment of its investments and loans in certain companies. A substantial portion of these losses resulted from the worldwide decline in technology markets, which affected both sales and the ability of companies to raise additional capital. Companies at the start-up stage, as are a number of the Company’s portfolio companies, were particularly affected by the weakness in the private capital markets as these companies depend on additional rounds of investments for operating funds. See “Critical Accounting Policies” for a discussion of the factors affecting the Company’s decision to write-off its investments accounted for under the cost method.

                The lower effective income tax rate in 2003 as compared to 2002, is primarily attributable to the availability of certain tax benefits, which were not available in previous years. The higher effective tax rate in 2002 is attributable to the unrealized losses on investments which has an income statement effect but no tax effect.

                Our management currently believes that inflation has not had a material impact on our operations.

SELECTED QUARTERLY FINANCIAL DATA

First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
 




(Dollars in thousands, except per share data)
 
Fiscal Year Ended December 31, 2003                              
Revenues(1) $ 4,934   $ 30,993   $ 5,256   $ 10,631   $ 51,814  
Net interest expense   (2,082 )   (1,285 )   (594 )   (1,062 )   (5,023 )
Net income (loss)   (2,167 )   10,231     1,520     (737 )   8,847  
Basic EPS:                              
   Earnings (Loss) per Class A share(2)   (0.11 )   0.52     0.07     (0.06 )   0.42  
Diluted EPS:
   Earnings (Loss) per Class A share   (0.11 )   0.47     0.07     (0.03 )   0.40  


First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
 




(Dollars in thousands, except per share data)
 
Fiscal Year Ended December 31, 2002                              
Revenues(1) $ 5,532   $ 5,235   $ 4,905   $ 1,060   $ 16,732  
Net interest expense   (2,188 )   (1,376 )   (1,735 )   (2,392 )   (7,691 )
Net (loss)   (6,175 )   (9,158 )   (11,439 )   (17,275 )   (44,047 )
Basic EPS:
   (Loss) per Class A share(2)   (0.32 )   (0.47 )   (0.58 )   (0.9 )   (2.27 )
Diluted EPS:
   (Loss) per Class A share   (0.32 )   (0.47 )   (0.58 )   (0.9 )   (2.27 )

(1) Reclassified to conform with year-end presentation.
(2) After deduction of dividends on the 4% and 6 1/2% preferred stock in 2003 and 2002 of $213 and $218, respectively.

26



                Fiscal year ended December 31, 2002 compared to fiscal year ended December 31, 2001:

                The Company recorded a consolidated net loss of $44.0 million for the fiscal year ended December 31, 2002, as compared to $7.0 million for the same period in 2001. The increase in net loss is primarily attributable to the higher unrealized losses on investments in marketable securities, higher loss from impairment of investments and loans and significantly lower gains from the sale of real estate rental property in 2002, as compared to 2001, the absence of the gains from the sale of investments in 2002, and higher provision for income taxes. These decreases were partially offset by lower interest expense.

                Equity in earnings of affiliates decreased to a loss of $3.3 million for the fiscal year ended December 31, 2002, as compared to a loss of $2.2 million for the year ended December 31, 2001. The decrease is primarily attributable to the decreased earnings of Ophirtech, the Company’s 42.5% - owned affiliate, which recorded higher losses from impairment of investments in 2002, and from the 37% owned Bay Heart, which recorded higher losses in 2002 as a result of decreased rental revenues and increased security expenses consistent with the political/security situation in Israel. Bay Heart’s decreased rental revenue was due to lower than average rental rates on its properties caused in part by the recession in Israel which affected the real estate sector and by the surplus of mall properties in the Haifa area and from the 20.4% owned Granite, which recorded losses in 2002 as a result from impairment of investments.

                On March 28, 2001, the Company concluded the sale of its interest in a building located at 800 Second Avenue, New York, New York (“800 Second Avenue”) for $33.0 million and recorded a pre-tax gain of approximately $8.0 million ($4.3 million net of taxes). No comparable real estate sales occurred during the fiscal year ended December 31, 2002.

                On May 2, 2001, the Company sold its real estate rental property located in Bnei Brak, Israel (“Bnei Brak”) and recorded a pre-tax gain of approximately $2.1 million ($1.6 million net of taxes).

                During December 2002, Ophir Holdings signed agreements to sell four of its properties for the aggregate amount of $5.9 million (net income $4.2 million). Gain was recognized during the first quarter of 2003.

                On December 22, 2002, the Company recorded a $0.7 million pretax gain on the sale of real estate rental property.

                In the fiscal year ended December 31, 2002, Ampal recorded $20.4 million of realized and unrealized losses on investments, which consisted of $3.3 million of realized and unrealized losses on investments classified as trading securities and $17.1 million of unrealized losses other than temporary decline in value of investments in the available-for-sale securities. In the same period in 2001, the Company recorded $1.7 million of realized and unrealized losses on investments which consisted of $3.3 million of unrealized losses on investments and $1.6 million of realized gains from sale of investments. The realized and unrealized losses on trading securities recorded in 2002 were primarily attributable to the Company’s investment in shares of Bank Leumi Le’Israel B.M. (“Leumi”) ($2.0 million) mutual funds and other securities ($1.3 million). The unrealized losses other than temporary decline in value of the Company’s investments in the available-for-sales securities in 2002 were primarily attributable to the investment in shares of Blue Square Israel Ltd (“Blue Square”) ($12.8 million), a publicly traded company on the Tel Aviv and New York Stock Exchanges. In June 1999, the Company invested $ 24 million to purchase 1,500,000 shares of Blue Square, representing 3.9% of Blue Square, at $ 16 per share. As of December 31, 2002 the investment in Blue Square had a market value of $ 11.2 million. Primarily due to the length of the time and extent to which the market value has been less than cost, such decline has been accounted for as other than temporary. The Company also wrote down its investments in shares of Sonic Foundry Inc. (“Sonic”) ($1.8 million), Alvarion ($2.0 million) and Compugen Ltd. (“Compugen”) ($0.5 million). At December 31, 2002 and December 31, 2001, the aggregate fair value of trading securities amounted to approximately $5.2 million and $9.9 million, respectively.

27



                Other income realized by the Company is principally composed of guaranteed payments from Motorola equal to $ 7.1 million for the years ended December 31, 2002 and 2001.

                The Company recorded lower interest expense in the fiscal year ended December 31, 2002, as compared to the same period in 2001, primarily as a result of lower interest rates.

                The decrease in real estate income and expenses in 2002 as compared to 2001 is primarily attributable to the sale of 800 Second Avenue in New York City.

                In the fiscal year ended December 31, 2002, the Company recorded $15.1 million in losses from the impairment of its investments and loans in the following companies: Bay Heart ($2.9 million), Bridgewave Communications, Inc. (“Bridgewave”) ($2.8 million), ShellCase ($2.3 million), Oblicore Ltd. ($2.2 million), Modem Art ($1.0 million), Carmel ($0.9 million), Star Management of Investments No. II (2000) L.P. ($0.6 million), Camelot Information Technologies Ltd. (“Camelot”) ($0.5 million), Netformx Ltd. ($0.5 million), Enbaya Inc. ($0.5 million), Shiron Satellite Communications (1996) Ltd. (“Shiron”) ($0.4 million), VisionCare Opthalmic Technologies Ltd. (“VisionCare”) ($0.3 million),  Tulip Ltd. ($0.1 million), and Babylon Ltd. ($0.1 million). During the fiscal year ended December 31, 2001, the Company recorded a $13.1 million loss from the impairment of its investments. A substantial portion of these losses resulted from the worldwide slump in technology markets which affected both sales and the ability of companies to raise additional capital. Companies at the start-up stage, as are a number of the Company’s portfolio companies, were particularly affected by the weakness in the private capital markets as these companies depend on additional rounds of investment for operating funds. See “-Critical Accounting Policies” for a discussion of the factors affecting the Company’s decision to write-off its investments accounted for under the cost method.

                The increase in the effective income tax rate in 2002, as compared to 2001, is primarily attributable to the unrealized losses on investments for which no tax benefits are currently available.

28



LIQUIDITY AND CAPITAL RESOURCES

                Cash Flows

                On December 31, 2003, cash and cash equivalents were $4.6 million, as compared with $1.6 million at December 31, 2002. The increase in cash and cash equivalents is primarily attributable to the net proceeds from tradable securities.

                The Company’s sources of cash include cash, cash equivalents and marketable securities which amount to $69.3 million in 2003 as compared to $20.2 million in 2002. The Company also has sources of cash from operations, cash from investing activities and amounts available under credit facilities, as described below. The Company believes that these sources are sufficient to fund the current requirements of operations, capital expenditures, investing activities, dividends on preferred stock and other financial commitments of the Company for the next 12 months. However, to the extent that contingencies and payment obligations described below and in other parts of this Report require the Company to make unanticipated payments, the Company would need to further utilize these sources of cash. To the extent that the Company intends to rely on the sale of marketable securities in order to satisfy its cash needs, it is subject to the risk of a shortfall in the amount of proceeds from any such sale as compared with the anticipated sale proceeds due to a decline in the market price of those securities. In the event of a decline in the market price of its marketable securities, the Company may need to draw upon its other sources of cash, which may include additional borrowing, refinancing of its existing indebtedness or liquidating other assets, the value of which may also decline. In addition, the shares of MIRS owned by the Company have already been pledged as security for specific loans provided to the Company for the purchase of these shares and would therefore be unavailable if the Company wished to pledge them in order to provide an additional source of cash.

                Cash flows from operating activities

                Net cash used in operating activities totaled approximately $12.4 million for the fiscal year ended December 31, 2003, as compared to approximately $3.3 million provided for the same period in 2002. The increase is primarily attributable to (i) the $15.0 million net investment in tradable securities ($39.4 million proceeds offset by $54.4 million invested) as compared to $1.0 million in 2002, (ii) the $5.6 million dividends received from affiliates as compared to $0.7 million in 2002 (iii) the $6.9 million increase in other assets as compared to a $1.2 million decrease in other assets in 2002, and (iv) the increase in other accounts payable of $8.8 million as compared to $5.0 million in 2002.

                Cash flows from investing activities

                Net cash provided by investing activities totaled approximately $16.5 million for the fiscal year ended December 31, 2003, as compared to cash used approximately $0.7 million for the same period in 2002. The increase is primarily attributable to the $19.5 million proceeds from the sale of Granite, to higher deposits granted in 2003 compared to 2002, and lower deposits collected in 2003 compared to 2002.

                Cash flows from financing activities

                Net cash used in financing activities was approximately $1.6 million at December 31, 2003, as compared to approximately $7.3 million at December 31, 2002. The decrease in the cash used in 2003 is attributable to the pay down of existing debentures ($19.3 million and $2.2 million in 2003 and 2002 respectively), and to notes and loans payable received ($19.9 million and $5.6 million in 2003 and 2002, respectively.

29



                Investments

                On December 31, 2003, the aggregate fair value of trading and available-for-sale securities was approximately $64.7 million, as compared to $18.6 million at December 31, 2002. The increase in 2003 is attributable the purchase of tradable securities (mostly debentures) and to the increase in market value of marketable securities.

                In 2003, the Company made the following investments:

1. An additional investment of $ 0.9 million in ShellCase, a developer of chip – size packing technology for semiconductors using wafer – level process. The company holds an approximate 13.8% equity interest in ShellCase.
 
2. An additional investment of $ 0.3 million in Star Management of Investment No. II (2000) L.P., a venture capital fund which focuses on investment in communication, Internet, software and medical devices.
 
3. An investment of $0.2 million in Fimi Opportunity Fund, L.P.
 
4. A loan of $0.1 million to Shiron Satellite Communications (1996) Ltd., a developer and manufacturer of two-way satellite communications products.
 
5. A loan to NetFormx of $0.2 million, a developer of network design tools.
 
6. A loan to Bay Heart of $0.1 million, a shopping mall.

                Debt

                In connection with its investment in MIRS, the Company has two long-term loans from Bank Hapoalim Ltd. (“Hapoalim”) and Bank Leumi Le-Israel Ltd. (“Leumi”) in the outstanding amount of $37.2 million and $34.9 million, respectively, as of December 31, 2003. The Company is responsible for 75% of these loans. Both loans are due on March 31, 2008 and bear interest at a rate of LIBOR plus 0.8%. Other than as described in this paragraph, the loans are non-recourse to the Company and are secured by the Company’s shares in MIRS. The principal payments are due as follows:  10% on March 31, 2004, 15% on March 31, 2005 and 25% on each of the following dates - March 31, 2006, 2007 and 2008. Interest will be paid annually on March 31 of each year from March 31, 2002 until and including March 31, 2008. These loans are subject to the compliance by MIRS with covenants regarding its operations and financial results. In March 2002, some of the covenants in the loan from Leumi were amended to reflect changes in MIRS’ business. In connection with these amendments, the Company agreed that Leumi will have recourse to the Company for an additional $0.5 million beginning in 2006 with respect to the Company’s repayment obligations under the loan.

                As of December 31, 2003, the Company had $3.9 million in outstanding debentures with interest rates of 7.5%. These debentures, which mature in 2005, are secured by $4.0 million in cash held in a secured account.

30



                The Company financed a portion of the development of Am-Hal, a wholly-owned subsidiary which develops and operates luxury retirement centers for senior citizens, through bank loans from Hapoalim and others. At December 31, 2003 and December 31, 2002, the amounts outstanding under these loans were $9.2 million and $12.7 million, respectively. The loans are dollar linked, mature in up to one year, and have interest rates of LIBOR plus 1.0%. The Company generally repays these loans with the proceeds received from deposits and other payments from the apartments in Am-Hal facilities. The loans are secured by a lien on Am-Hal’s properties. The Company also issued guarantees in the amount of $ 4.6 million in favor of clients of Am-Hal in order to secure their deposits.

                The Company also finances its general operations and other financial commitments through bank loans from Bank Hapoalim. The long-term loans in the amount of $32.8 million mature through 2005-2011.

                The weighted average interest rates and the balances of these short-term borrowings at December 31, 2003 and December 31, 2002 were 3.6% on $27.5 million and 3.3% on $39.8 million, respectively.

  Payments due by period (in thousands)
Contractual Obligations Total  Less than
1 year
1-3 years  3-5 years More than
 5 years
                     
Long-Term Debt $ 110,818   $ 6,918   $ 45,490   $ 48,066   $ 10,344 
Short-Term Debt $ 27,516   $ 27,516             
Capital Call Obligation(1) $ 2,800   $ 2,800             
Operating Lease (2) Obligation $ 7,400   $ 300   $ 600   $ 600   $ 5,900 
Capital Lease Obligation   --    --    --    --    -- 
Purchase Obligations   --    --    --    --    -- 
Other Long-Term Liabilities  Reflected on the Company's  Balance Sheet Under GAAP   --    --    --    --    -- 
Total $ 148,534   $ 37,534   $ 46,090   $ 48,666   $ 16,244 
 




           
(1)    see note 17(d)          
(2)    see note 17(a)          
           

                As of December 31, 2003, the Company had issued guarantees on certain outstanding loans to its investees and subsidiaries in the aggregate principal amount of $12.3 million. This includes:

$0.5 million guarantee to Leumi with respect to the MIRS loan as described above.
 
$6.3 million guarantee on indebtedness incurred by Bay Heart ($3.7 million of which is recorded as a liability in the Company’s financial statements at December 31, 2003) in connection with the development of its property. Bay Heart recorded  losses in 2003 as a result of decreased rental revenues. There can be no guarantee that Bay Heart will become profitable or that it will generate sufficient cash to repay its outstanding indebtedness without relying on the Company’s guarantee.
 
$4.6 million guarantee to Am- Hal tenants as described above.
 
$0.9 million guarantee to Galha 1960 Ltd as described in Item 3 of this Report.

31



                In each of 2003 and 2002, Ampal paid dividends in the amount of $0.20 and $0.325 per share on its 4% and 6 ½% Cumulative Convertible Preferred Stocks, respectively. Total dividends paid in each year amounted to approximately $0.2 million.

                                Off-Balance Sheet Arrangements

                                Other than the foreign currency contract specified below, the Company has no off-balance sheet arrangements.

                                Foreign Currency Contracts

                The Company’s derivative financial instruments consist of foreign currency forward exchange contracts. These contracts are utilized by the Company, from time to time, to manage risk exposure to movements in foreign exchange rates. None of these contracts have been designated as hedging instruments. These contracts are recognized as assets or liabilities on the balance sheet at their fair value, which is the estimated amount at which they could be settled based on market prices or dealer quotes, where available, or based on pricing models. Changes in fair value are recognized currently in earnings.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISKS AND SENSITIVITY ANALYSIS

                The Company is exposed to various market risks, including changes in interest rates, foreign currency rates and equity price changes. The following analysis presents the hypothetical loss in earnings, cash flows and fair values of the financial instruments which were held by the Company at December 31, 2003, and are sensitive to the above market risks.

                During the fiscal year ended December 31, 2003, there have been no material changes in the market risk exposures facing the Company as compared to those the Company faced in the fiscal year ended December 31, 2002.

Interest Rate Risks

                At December 31, 2003, the Company had financial assets totaling $15.8 million and financial liabilities totaling $138.3 million. For fixed rate financial instruments, interest rate changes affect the fair market value but do not impact earnings or cash flows. Conversely, for variable rate financial instruments, interest rate changes generally do not affect the fair market value but do impact future earnings and cash flows, assuming other factors are held constant.

                At December 31, 2003, the Company had fixed rate financial assets of $8.7 million and variable rate financial assets of $7.1 million. A ten percent decrease in interest rates would increase the unrealized fair value of the fixed rate debt by approximately $0.1 million financial assets by approximately $0.1 million.

                At December 31, 2003, the Company had fixed rate debt of $14.6 million and variable rate debt of $123.7 million. A  ten percent decrease in interest rates would decrease the unrealized fair value of the financial assets in the form of the fixed rate debt by approximately $0.1 million.

32



                The net decrease in earnings for the next year resulting from a ten percent interest rate increase would be approximately $0.3 million, holding other variables constant.

Exchange Rate Sensitivity Analysis

                The Company’s exchange rate exposure on its financial instruments results from its investments and ongoing operations in Israel. During 2003, the Company entered into various foreign exchange forward purchase contracts to partially hedge this exposure. At December 31, 2003, the Company had open foreign exchange forward purchase contracts in the amount of $6 million. Holding other variables constant, if there were a ten percent devaluation of the foreign currency, the Company’s cumulative translation loss reflected in the Company’s accumulated other comprehensive loss would increase by $1.9 million, and regarding the statements of income loss a ten percent devaluation of the foreign currency would be reflected in a net decrease in earnings and would be $3.7 million.

Equity Price Risk

                The Company’s investments at December 31, 2003, included marketable securities which are recorded at fair value of $64.7 million, including a net unrealized gain of $14.1 million. Those securities have exposure to price risk. The estimated potential loss in fair value resulting from a hypothetical ten percent decrease in prices quoted on stock exchanges is approximately $6.5 million.

33



ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of
Ampal-American Israel Corporation:

We have audited the accompanying consolidated balance sheets of Ampal-American Israel Corporation and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and the related consolidated statements of income (loss), cash flows, changes in shareholders’ equity, and comprehensive income (loss) for each of the years ended on those dates. These financial statements are the responsibility of the Company’s Board of Directors and management. Our responsibility is to express an opinion on these financial statements based on our audits.

We did not audit the financial statements of certain subsidiaries, whose assets included in consolidation constitute approximately 20.1 % and 22.6% of total consolidated assets as of December 31, 2003 and 2002, respectively, and whose revenues included in consolidation constitute approximately 14.5% and 45.1% for each of the years ended on those dates, respectively. Also we did not audit the financial statements of certain affiliated companies, the company’s interest in which as reflected in the balance sheets as of December 31, 2003 and 2002 is $12,007,672 and $40,647,929, respectively, and the company’s share in excess of losses over profits of which is a net amount of $1,030,738 and $901,958, for each of the years ended on those dates, respectively. The financial statements of those subsidiaries and affiliated companies were audited by other independent auditors whose reports thereon have been furnished to us and our opinion expressed herein, insofar as it relates to the amounts included for those companies, is based solely on the reports of  the other independent auditors. The financial statements of Ampal-American Israel Corporation and subsidiaries for the year ended December 31, 2001, were audited by other independent accountants who have ceased operations. Those independent accountants expressed an unqualified opinion on those financial statements in their report dated March 27, 2002.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and in Israel, including those prescribed by the Israeli Auditor (Mode of performance) Regulations, 1973. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other independent auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other independent auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Ampal-American Israel Corporation and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years ended on those dates, in conformity with accounting principles generally accepted in the United States of America.

Tel Aviv, Israel                                                                      
March 24, 2004

  /s/ KESSELMAN & KESSELMAN CPAs ( ISR)A member of 
PricewaterhouseCoopers International Limited

34



                                THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
Ampal-American Israel Corporation:

We have audited the accompanying consolidated balance sheets of Ampal-American Israel Corporation and subsidiaries (the “Company”) as of December 31, 2001 and 2000, and the related consolidated statements of (loss) income, cash flows, changes in shareholders’ equity, and comprehensive (loss) income for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain consolidated subsidiaries, which statements reflect total assets and total revenues of 16% and 18%, respectively, in 2001, 15% and 15%, respectively, in 2000, total revenues of 25% in 1999, of the related consolidated totals. Also, we did not audit the financial statements of certain affiliated companies, the investments in which are reflected in the accompanying financial statements using the equity method of accounting. The Company’s equity in net (losses) earnings of these affiliated companies represents ($ 2,083,000), $10,730,000 and $15,727,000, of consolidated net (loss) income for the years ended December 31, 2001, 2000 and 1999, respectively. The statements of these subsidiaries and affiliated companies were audited by other auditors whose reports have been furnished to us and our opinion, insofar as it relates to the amounts included for those entities, is based solely on the reports of other auditors.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Ampal-American Israel Corporation and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

New York, New York  
Arthur  Andersen LLP
March 27, 2002    

35



                                THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY LUBOSHITZ KASIERER, THE ISRAELI AFFILIATED FIRM OF ARTHUR ANDERSEN LLP THAT HAS NOT BEEN REISSUED.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
Ampal-American Israel Corporation:

We have audited the accompanying consolidated balance sheet of Ampal-American Israel Corporation and subsidiaries (the “Company”) as of December 31, 2001, and the related consolidated statements of (loss) income, cash flows, changes in shareholders’ equity, and comprehensive (loss) income for the year ended December 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain consolidated subsidiaries, which statements reflect total assets and total revenues of 16% and 18%, respectively, in 2001, of the related consolidated totals. Also, we did not audit the financial statements of certain affiliated companies, the investments in which are reflected in the accompanying financial statements using the equity method of accounting. The Company’s equity in net losses of these affiliated companies represents $ 2,083,000, of consolidated net loss for the year ended December 31, 2001.The statements of these subsidiaries and affiliated companies were audited by other auditors whose reports have been furnished to us and our opinion, insofar as it relates to the amounts included for those entities, is based solely on the reports of other auditors.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Ampal-American Israel Corporation and subsidiaries as of December 31, 2001, and the results of their operations and their cash flows for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

Tel Aviv  
Luboshitz Kasierer
March 27, 2002   Arthur  Andersen

36



AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)

Fiscal Year Ended December 31,
 
2003 2002 2001
 


(Dollars in thousands, except per share data)
 
REVENUES:                  
Equity in earnings (losses) of affiliates (Note 13) $ 2,526   $ (3,334 ) $ (2,174 )
Interest:
      Related parties   --     --     22  
      Others   508     962     1,220  
Real estate income   8,889     7,740     8,781  
Realized and unrealized gains on      
   investments (Notes 2 and 4)   29,813     --     --  
Gain on sale of real estate rental
  property (Note 2 )   69     663     10,038  
                   
Other (note 14)   10,009     10,701     11,175  
 
 
 
 
            Total revenues   51,814     16,732     29,062  
 
 
 
 
EXPENSES:                  
Interest:                  
      Related parties   --     51     203  
      Others   5,531     8,602     11,740  
Real estate expenses   8,110     7,844     9,144  
Realized and unrealized losses on
investments (Notes 2 and 4)   --     20,394     1,722  
Loss from impairment of investments & real estate
(Note 2)   13,144     15,078     12,988  
Minority interests   1,940     866     (226 )
Translation (gain) loss   3,061     (1,577 )   (2,127 )
Other (mainly general and administrative)   10,747     7,742     7,129  
 
 
 
 
               Total expenses   42,533     59,000     40,573  
 
 
 
 
Income (loss) before income taxes (tax benefits)   9,281     (42,268 )   (11,511 )
Provision for income taxes (tax benefits) (Note 12)   434     1,779     (4,537 )
 
 
 
 
                NET (LOSS) INCOME   8,847   $ (44,047 ) $ (6,974 )
 
 
 
 
Basic EPS: (Note 11)                  
       Earnings (loss) per Class A share $ 0.42   $ (2.27 ) $ (0.38 )
 
 
 
 
                 
Shares used in calculation (in thousands)   20,370     19,538     19,184  
 
 
 
 
Diluted EPS:                  
     Earnings (loss) per Class A Share $ 0.40   $ (2.27 ) $ (0.38 )
 
 
 
 
                   
     Shares used in calculation (in thousands)   22,120     19,538     19,184  
 
 
 
 

The accompanying notes are an integral part of the consolidated financial statements.

37



AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

Assets As At
December 31,
2003

December 31,
2002

(Dollars in thousands)
Cash and cash equivalents     4,572   $ 1,557  
               
               
Deposits, notes and loans receivable (Note 3)     12,288     10,962  
   
Investments (Notes 2, 4 and 13):  
Marketable securities     64,701     18,613  
Other investments     171,121     196,481  
     
   
 
    Total investments     235,822     215,094  
   
Real estate property, less accumulated depreciation of $10,666  
and $9,166     64,460     65,598  
               
               
Other assets (Note 5)     37,225     30,488  
     
   
 
               
         TOTAL ASSETS   $ 354,367   $ 323,699  
     
   
 

The accompanying notes are an integral part of the consolidated financial statements.

38



AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

Liabilities and Shareholders’
Equity As At

December 31,
2003

December 31,
2002

(Dollars in thousands)
LIABILITIES              
               
Notes and loans payable (Note 6)   $ 134,455   $ 114,257  
Debentures (Note 7)     3,879     22,546  
Accounts payable, accrued expenses and others (Note 8)     101,010     86,718  
   
 
 
 Total liabilities     239,344     223,521  
   
 
 
   
Commitments and Contingencies (note 17)  
   
                         SHAREHOLDERS’ EQUITY (Note 9)  
               
4% Cumulative Convertible Preferred Stock, $5 par value; authorized 189,287 shares; issued 131,952 and 139,391 shares; outstanding 128,602 and 136,041 Shares     660     697  
   
6-1/2% Cumulative Convertible Preferred Stock, $5 par value; authorized 988,055 shares; issued 697,380 and 706,450 shares; outstanding 574,844 and 583,914 shares     3,487     3,532  
   
Class A Stock $1 par value; authorized 60,000,000 shares; issued 25,567,210 and 25,502,805 shares; outstanding 19,735,546 and 19,671,141 shares.     25,567     25,503  
               
Additional paid-in capital.     58,143     58,125  
               
Retained earnings     76,109     67,475  
               
Treasury stock, at cost     (31,096 )   (31,096 )
               
Accumulated other comprehensive loss     (17,847 )   (24,058 )
   
 
 
 Total shareholders’ equity     115,023     100,178  
   
 
 
 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ 354,367   $ 323,699  
   
 
 

The accompanying notes are an integral part of the consolidated financial statements.

39



AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Year Ended December 31,
 
2003 2002 2001
 


(Dollars in thousands)
 
   Cash flows from operating activities:                  
   Net income (loss) $ 8,847   $ (44,047 ) $ (6,974 )
   Adjustments to reconcile net income (loss) to net
       cash provided by operating activities:
   Equity in (earnings) losses of affiliates   (2,526 )   3,334     2,174  
   Realized and unrealized (gains) losses on
        investments   (29,813 )   20,394     1,722  
Gain on sale of real estate rental property   (69 )   (663 )   (10,038 )
Depreciation expense   2,173     2,014     2,293  
Amortization expense (income)   (1,577 )   22     252  
Impairment of investments   13,144     15,078     12,988  
Minority interests   1,940     866     (226 )
Translation (gain) loss   3,061     (1,577 )   (2,127 )
(Increase) decrease in other assets   (6,944 )   1,174     (7,796 )
   Increase in accounts payable, accrued expenses
       and other   8,753     5,043     5,601  
   Investments made in trading securities   (54,411 )   (5,476 )   (409 )
   Proceeds from sale of trading securities   39,370     6,475     9,289  
   Dividends received from affiliates   5,638     688     27,128  
 
 
 
 
   Net cash (used in) provided by operating activities   (12,414 )   3,325     33,877  
 
 
 
 
   Cash flows from investing activities:                  
    Deposits, notes and loans receivable collected   1,888     3,380     2,744  
    Deposits, notes and loans receivable granted   (3,772 )   (1,472 )   (7,977 )
    Investments made in:
    Available-for-sale securities   --     --     (1,257 )
    Affiliates and others   (1,367 )   (2,221 )   (10,089 )
    Proceeds from sale of investments:
    Available-for-sale securities   --     --     3,054
    Affiliate Company   19,511     --     --  
    Others   --     --     1,047  
    Return of capital by partnership   213     209     120  
    Capital improvements   (823 )   (1,406 )   (2,180 )
    Acquisition of minority interest   (481 )   --     --  
    Proceeds from sale of real estate property, net   1,350     818     34,906  
 
 
 
 
    Net cash provided by (used in) investing activities   16,519     (692 )   20,368  
 
 
 
 

The accompanying notes are an integral part of the consolidated financial statements.

40



AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Year Ended December 31,
 
2003 2002 2001
 


(Dollars in thousands)
 
Cash flows from financing activities:                  
Notes and loans payable received $ 19,871   $ 5,605   $ 11,779  
Notes and loans payable repaid:
  Related parties   --     --     (5,190 )
  Others   (1,934 )   (12,378 )   (57,571 )
 Proceeds from exercise of stock options   --     1,973     --  
 Debentures repaid   (19,271 )   (2,232 )   (1,894 )
Contribution to partnership by minority interests   --     --     1,295  
 Dividends paid on preferred stock   (213 )   (218 )   (227 )
 
 
 
 
Net cash used in financing activities   (1,547 )   (7,250 )   (51,808 )
 
 
 
 
 
Effect of exchange rate changes on cash and
    cash equivalents   457     (1,799 )   (306 )
 
 
 
 
Net increase (decrease) in cash and cash equivalents   3,015     (6,416 )   2,131  
Cash and cash equivalents at beginning of year   1,557     7,973     5,842  
 
 
 
 
Cash and cash equivalents at end of year $ 4,572   $ 1,557   $ 7,973  
 
 
 
 
Supplemental Disclosure of Cash Flow Information                  
Cash paid during the year:
 Interest:
  Related parties   --   $ --   $ 173  
  Others   5,187     6,596     7,763  
 
 
 
 
    Total interest paid $ 5,187   $ 6,596   $ 7,936  
 
 
 
 
                   
 Income taxes paid $ 2,053   $ 402   $ 5,514  
 
 
 
 
                   
Supplemental Disclosure of None cash Investing and                  
Financing Activities:
Issuance of treasury stock for charity   --   $ --   $ 55  
 
 
 
 
Investments in investees   --   $ 1,545   $ --  
 
 
 
 

The accompanying notes are an integral part of the consolidated financial statements.

41



AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Fiscal Year Ended December 31,
2003
2002
2001
(Dollars in thousands, except share
amounts per share data)

4% PREFERRED STOCK                  
Balance, beginning of year $ 697   $ 731   $ 782  
Conversion of 7,439, 6,835 and 10,175 shares
into Class A Stock   (37 )   (34 )   (51 )
 
 
 
 
Balance, end of year $ 660   $ 697   $ 731  
 
 
 
 
 
6-1/2% PREFERRED STOCK
Balance, beginning of year $ 3,532     3,633   $ 3,729  
Conversion of 9,070, 20,230 and 19,134 shares
 into Class A Stock   (45 )   (101 )   (96 )
 
 
 
 
Balance, end of year $ 3,487   $ 3,532   $ 3,633  
 
 
 
 
 
CLASS A STOCK
Balance, beginning of year $ 25,503   $ 25,408   $ 25,303  
Issuance of shares upon conversion of
Preferred Stock   64     95     105  
 
 
 
 
Balance, end of year $ 25,567   $ 25,503   $ 25,408  
 
 
 
 
 
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year $ 58,125   $ 58,253   $ 58,194  
Conversion of Preferred Stock   18     40     42  
Issuance of additional shares         --     17
Exercise of stock options, including tax benefit   --     (168 )   --  
 
 
 
 
Balance, end of year $ 58,143   $ 58,125   $ 58,253  
 
 
 
 
 
RETAINED EARNINGS
Balance, beginning of year $ 67,475   $ 111,740   $ 118,941  
                   
Net (loss) income   8,847     (44,047 )   (6,974 )
Dividends:
  4% Preferred Stock - $0.20 per share   (26 )   (27 )   (29 )
  6-1/2% Preferred Stock - $0.325 per share   (187 )   (191 )   (198 )
 
 
 
 
Balance, end of year $ 76,109   $ 67,475   $ 111,740  
 
 
 
 

The accompanying notes are an integral part of the consolidated financial statements.

42



AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Fiscal Year Ended December 31,
2003
2002
2001
(Dollars in thousands, except share
amounts per share data)

TREASURY STOCK                  
 4% PREFERRED STOCK
 Balance, beginning and end of year $ (84 ) $ (84 ) $ (84 )
 
 
 
 
 
 6-1/2% PREFERRED STOCK
 Balance, beginning and end of year $ (1,853 ) $ (1,853 ) $ (1,853 )
 
 
 
 
 
 CLASS A STOCK
Balance, beginning of year – 5,831,664, $ (29,159 ) $ (31,301 ) $ (31,338 )
 6,160,664 and 6,168,164 shares, at cost
                   
Issuance of 329,000, and 7,500 shares
  --     2,142     37  
 
 
 
 
Balance, end of year – 5,831,664, 5,831,664
and 6,160,664 shares, at cost   (29,159 )   (29,159 )   (31,301 )
 
 
 
 
                   
Balance, end of year $ (31,096 ) $ (31,096 ) $ (33,238 )
 
 
 
 
 
ACCUMULATED OTHER COMPREHENSIVE
LOSS
 Cumulative translation adjustments:
 Balance, beginning of year $ (20,750 ) $ (20,163 ) $ (17,217 )
 Foreign currency translation adjustments   154     (587 )   (2,946 )
 
 
 
 
 Balance, end of year   (20,596 )   (20,750 )   (20,163 )
 
 
 
 
 
 Unrealized gain (loss) on marketable securities:
 Balance, beginning of year   (3,308 )   4,856     7,945  
 Unrealized (loss) gain, net   4,772     (7,463 )   (603 )
 Sale of available-for-sale securities   1,285     (701 )   (2,486 )
 
 
 
 
 Balance, end of year   2,749     (3,308 )   4,856  
 
 
 
 
                   
Balance, end of year $ (17,847 ) $ (24,058 ) $ (15,307 )
 
 
 
 

The accompanying notes are an integral part of the consolidated financial statements.

43



AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Fiscal year ended December 31,
2003
2002
2001
(Dollars in thousands)
Net (loss) income   $ 8,847   $ (44,047 ) $ (6,974 )
   
 
 
 
   
Other comprehensive (loss) income, net of tax:  
 Foreign currency translation adjustments     154     (587 )   (2,946 )
 Unrealized (loss) gain on securities     4,772     (7,463 )   (603 )
   
 
 
 
 Other comprehensive (loss) income     4,926     (8,050 )   (3,549 )
   
 
 
 
                     
 Comprehensive (loss) income   $ 13,773   $ (52,097 ) $ (10,523 )
   
 
 
 
   
Related tax (expense) benefit of other comprehensive  
(loss) income:  
 Foreign currency translation adjustments   $ (31 ) $ (446 ) $ 725  
 Unrealized gain on securities   $ (2,688 ) $ 3,834   $ (1,716 )

The accompanying notes are an integral part of the consolidated financial statements.

44



AMPAL-AMERICAN ISRAEL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -- Summary of Significant Accounting Policies
(a)           General

(1) Ampal is a New York corporation founded in 1942. The Company primarily acquires interests in businesses located in the State of Israel or that are Israel-related.
 
(2) As used in these financial statements, the term the “Company” refers to Ampal-American Israel Corporation (“Ampal”) and its consolidated subsidiaries. As to segment information see note 15.
 
(3) The preparation of financial statements in conformity with generally accepted accounting  principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(b)           Consolidation

                The consolidated financial statements include the accounts of Ampal and its subsidiaries. Inter-company transactions and balances are eliminated in consolidation.

(c)           Translation of Foreign Currencies

                For those subsidiaries and affiliates whose functional currency is considered to be the New Israeli Shekel, assets and liabilities are translated using year-end rates of exchange. Revenues and expenses are translated at the average rates of exchange during the year. Translation differences of those foreign companies’ financial statements are reflected in the cumulative translation adjustment accounts which is included in accumulated other comprehensive income (loss).

                Assets and liabilities of foreign subsidiaries and companies accounted for by the equity method whose functional currency is the U.S. dollar are translated using year-end rates of exchange, except for property and equipment and certain investment and equity accounts, which are translated at rates of exchange prevailing on the dates of acquisition. Revenues and expenses are translated at average rates of exchange during the year except for revenue and expense items relating to assets translated at historical rates, which are translated on the same basis as the related asset. Translation gains and losses for these companies are reflected in the consolidated statements of income (loss).

(d)           Foreign Exchange Forward Contracts

                The Company’s derivative financial instruments consist of foreign currency forward exchange contracts. These contracts are utilized by the Company, from time to time, to manage risk exposure to movements in foreign exchange rates. None of these contracts qualify for hedge accounting. These contracts are recognized as assets or liabilities on the balance sheet at their fair value, which is the estimated amount at which they could be settled based on market prices or dealer quotes, where available, or based on pricing models. Changes in fair value are recognized currently in earnings.

                At December 31, 2003, the open foreign exchange forward contracts totaled $6.0 million.

45



(e)           Investments

                (i)            Investments in Affiliates

                Investments in which the Company exercises significant influence, generally 20%-to 50%-owned companies (“affiliates”), are accounted for by the equity method, whereby the Company recognizes its proportionate share of such companies’ net income or loss. The Company reduces the carrying value of its investment in an affiliate if an impairment in value of that investment is deemed to be other than temporary.

                 (ii)          Investments in Marketable Securities

                Marketable equity securities, other than equity securities accounted for by the equity method, are reported at fair value. For those securities, which are classified as trading securities, realized and unrealized gains and losses are reported in the statements of income (loss). Unrealized gains and losses from those securities, that are classified as available-for-sale, are reported as a separate component of shareholders’ equity and are included in accumulated other comprehensive loss. Declines in value determined to be other than temporary on available-for-sale securities are included in the statement of income (loss).

                (iii)       Cost Basis Investments

                Equity investments of less than 20% in non-publicly traded companies are carried at cost. Changes in the value of these investments are not recognized unless an impairment in value is deemed to be other than temporary. The investment in MIRS communications Ltd. (“MIRS”) in preferred shares with preference features in the amount of $ 110 million which exceeds 20% of ownership, is presented at cost. At December 31, 2003, and December 31, 2002, the carrying value of the cost basis investments was $136.4 million and $145 million, respectively.

 (f)           Risk Factors and Concentrations

                Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents, bank deposits, marketable securities and notes and loans receivable. The Company invests cash equivalents and short-term investments through high-quality financial institutions.

                The company performs on going credit evaluation of its receivables allowance for doubtful accounts.

 (g)          Real – Estate Property

                The assets are recorded at cost, amortizing these costs over the expected useful life of the related assets.

                Real-estate property of a subsidiary, which existed at the time of the subsidiary’s acquisition by the Company, are included at their fair value as that date.

                The Company adopted in 2002 SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived assets” (“SFAS 144”). SFAS 144 requires that long-lived assets, to be held and used by an entity, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Under SFAS 144, if the sum of the expected future cash flows (undiscounted and without interest charges) of the long-lived assets is less than the carrying amount of such assets, an impairment loss would be recognized, and the assets are written down to their estimated fair values.

46



(h)           Income Taxes

                The Company applies the liability method of accounting for income taxes, whereby deferred taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates to differences between financial statements carrying amounts and the tax bases of existing assets and liabilities.

                Deferred income taxes are not provided on undistributed earnings of foreign subsidiaries adjusted for translation effect totaling approximately $43.6 million (2002 - $30.1 million), since such earnings are currently expected to be permanently reinvested outside the United States. If the earnings were not considered permanently invested, approximately $15.3 million (2002 - $10.1 million) of deferred income taxes would have been provided. Valuation allowance is provided for deferred tax assets when it is more likely than not that all or a portion of the deferred  tax assets will not be realized.

                Income taxes are provided on equity in earnings of affiliates, gains on issuance of shares by affiliates and unrealized gains on investments. Ampal’s foreign subsidiaries file separate tax returns and provide for taxes accordingly.

(i)            Revenue Recognition

                Rental income is recorded over the rental period. Revenues from services provided to tenants and country-club subscribers are recognized ratably over the contractual period or as services are performed. Guaranteed payments from Motorola are recorded in the statement of income (loss) over the guaranteed period. Revenue from amortization of tenant deposits is calculated at a fixed periodic rate based on the specific terms in the occupancy agreement signed with the tenants.

(j)            Cash Equivalents

                Cash equivalents are short-term, highly liquid investments that have original maturities of three months or less and that are readily convertible to cash.

(k)           Earning (loss) per share (EPS)

                Basic and diluted net earning (loss) per share are presented in accordance with SFAS No. 128 “Earnings per share” (“SFAS No. 128”), for all periods presented. As to data used in the per share computation see Note 11.

(l)            Comprehensive Income

                SFAS No. 130, “Reporting Comprehensive Income”, (“SFAS No. 130”) established standards for the reporting and display of comprehensive income (loss), its components and accumulated balances in a full set of general purpose financial statements. The Company’s components of comprehensive income (loss) are net income (losses) and net unrealized gains or losses on investments held as available for sale and foreign currency translation adjustments, which are presented net of income taxes.

47



(m)          Employee Stock Based Compensation

                The Company accounts for all employee stock options plans under APB Opinion No. 25, under which no compensation costs were incurred in the years ended December 31, 2003, 2002 and 2001. If compensation cost for the options under the plans in effect been determined in accordance with SFAS No. 123, the Company’s net income (loss) and EPS would have been reduced as follows:

    Fiscal Year Ended December 31,
2003
2002
2001
(In thousands, except per share data)
Basic EPS:                          
                           
Net income (loss):   As reported(1)     $ 8,634   $ (44,265 ) $ (7,201 )
   
Less – stock based  
compensation expense  
Determined under fair value  
Method           (496 )   (7,490 )   (4,673 )
         
 
 
 
                           
    Pro forma       8,138     (51,755 )   (11,874 )
         
 
 
 
                           
    As reported     $ 0.42   $ (2.27 ) $ (0.38 )
    Pro forma     $ 0.40   $ (2.65 ) $ (0.63 )

    Fiscal Year Ended December 31,
2003
2002
2001
(In thousands, except per share data)
Diluted EPS:                          
                           
Net income (loss):   As reported     $ 8,847   $ (44,265 )(2) $ (7,201 )(2)
   
Less – stock based  
compensation expense  
Determined under fair value  
Method           (496 )   (7,490 )   (4,673 )
         
 
 
 
                           
    Pro forma       8,351     (51,755 )   (11,874 )
         
 
 
 
                           
    As reported     $ 0.40   $ (2.27 ) $ (0.38 )
    Pro forma     $ 0.38   $ (2.65 ) $ (0.63 )

  (1) After deduction of accrued Preferred Stock Dividend of $213 and $218 and $227 respectively.
 
  (2) In 2002 and 2001, the conversion of the 4% and 6-1/2% Preferred Stock was excluded from the diluted EPS calculation due to the antidilutive effect.
 

                Under SFAS No. 123, the fair value of each option is estimated on the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions for 2003, 2002 and 2001, respectively: (1) expected life of options of 5 years;  (2) dividend yield of 0%; (3) volatility ranging from 57% to 71%; and (4) risk-free interest rate ranging from 1.75% to 6.68%.

(n)           Treasury stock

                These shares are presented as a reduction of shareholders’ equity at their cost to the Company.

48




(o) Recently Issued Accounting Pronouncements
 
  (1) FIN 46 and FIN 46-R

                In January 2003, the FASB issued FASB Interpretation No. 46. “Consolidation of Variable Interest Entities” (FIN 46). Under FIN 46, entities are separated into two categories populations: (1) those for which voting interests are used to determine consolidation (this is the most common classification situation) and (2) those for which variable interests are used to determine consolidation. FIN 46 explains how to identify Variable Interest Entities (“VIE”) and how to determine when a public company business enterprise should include the assets, liabilities, non-controlling interests, and results of activities of a VIE in its consolidated financial statements.

                Since issuing FIN 46, the FASB has proposed various amendments to the interpretation and has deferred its effective dates. Most recently, in December 2003, the FASB issued a revised version of FIN 46 (FIN 46-R), which also provides for a partial deferral of FIN 46. This partial deferral established the effective dates for the application of public entities to apply FIN 46 and FIN 46-R based on the nature of the VIE variable interest entity and the date upon which the public company became involved with the VIE variable interest entity. In general, the deferral provides the (i) for VIEs variable interest entities created before February 1, 2003, a public company entity must apply FIN 46-R at the end of the first interim or annual period ending after March 15, 2004, and may be required to apply FIN 46 at the end of the first interim or annual period ending after December 15, 2003, if the VIE variable interest entity is a special purpose entity, and (ii) for VIEs variable interest entities created after January 31, 2003, a public company must apply FIN 46 at the end of the first interim or annual period ending after December 15, 2003, as previously required, and then apply FIN 46-R at the end of the first interim or annual reporting period ending after March 15, 2004.

                The Company currently has no variable interests in any VIE. Accordingly, while there can be no assurance that we will not have variable interests in one or more VIEs in the future, the Company believes that the adoption of FIN 46 and FIN 46-R will not have a material impact on our financial position, results of operations and cash flows.

  (2) SFAS 132-R

                In December 2003, the FASB issued SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits an amendment of FASB Statements No. 87, 88 and 106, and a revision of FASB Statement No. 132 (“FAS 132 (revised 2003)”).” This statement revises employers’ disclosures about pension plans and other post-retirement benefit plans. It does not change the measurement or recognition of those plans. The new rules require additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other post-retirement benefit plans.

                Part of the new disclosures provisions is effective for the 2003 calendar year-end financial statements, but have no impact on the Company’s financial statements. The remaining provisions of this statement, which have a later effective date, are currently being evaluated by the Company.

 (p)          Reclassifications

                Certain comparative figures have been reclassified to conform to the current year presentation.

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Note 2 -- Acquisitions and Dispositions

 (a)          In 2003, the Company made investments aggregating $ 1.8 million, as follows:

1. An additional investment of $ 0.9 million in ShellCase Ltd., a developer of chip – size packing technology for semiconductors using wafer – level process. The company holds an approximate 13.84% equity interest in ShellCase Ltd.
 
2. An additional investment of $ 0.3 million in Star Management of Investment No. II (2000) L.P., a venture capital fund which focuses on investment in communication, Internet, software and medical devices.
 
3. An investment of $0.2 million in Fimi Opportunity Fund, L.P.
 
4. A loan of $0.1 million to Shiron Satellite Communications (1996) Ltd., a developer and manufacturer of two-way satellite communications products.
 
5. A loan to Netformx Ltd. of $0.2 million, a developer of network design tools.
 
6. A loan to Bay Heart Ltd. of $0.1 million, a shopping mall.
 
(b) During 2003, the Company, which previously held a 20.4% interest in Granite, sold 9.9% of its holding for $19.5 million. Consequently, the Company’s investment in Granite, which was previously accounted for by the equity method, was accounted for as an investment in a trading marketable security.
 
(c) In 2003, the Company recorded loss from impairment of investments of $ 13.1 million as follows:
 
1. XACCT Technologies Ltd.  (“XACCT”) ($9.0 million investment).
2. Carmel Container Ltd. ($2.0 million)
3. Identify Solution Ltd. ($1.3 million investment).
4. Cute Ltd. ($0.2 million loan).
5. Real estate in Migdal Haemek ($0.6 million).

 (d)          In 2002, the Company made investments aggregating $3 million, as follows:

1. An additional investment of $1.3 million in ShellCase Ltd., a developer of chip – size packing technology for semiconductors using wafer – level process.
 
2. An additional investment of $0.7 million in PowerDsine Ltd. (total equity interest of 8.1%), a leading developer of power supply devices for the telecommunications industry.
 
3. A loan to CUTe Ltd of $0.2 million (total equity interest of 20%), a developer of bandwidth efficient techniques for the delivery of digital media over wireless networks.
 
4. A loan to Camelot Information Technologies Ltd. of $0.5 million, a developer of security solution for organizations.
 
5. An additional investment of $0.3 million in other investees.
 
(e) On December 2002, the Company recorded a $0.7 million pretax gain on the sale of real estate rental property.

50




(f) In 2002, the Company recorded loss from impairment of investments of $ 15.1 million as follows:
 
  1.      Bridgewave Communication Inc. ($ 2.8 million investment).
  2.      Shiron Satellite Communication (1996) Ltd. ($ 0.4 million investment).
  3.      Enbaya Ltd. ($ 0.5 million investment).
  4.      Modem Art Ltd. ($ 1.0 million investment).
  5.      Oblicore Ltd. ($ 2.2 million investment).
6.  Star Management of Investment ($ 0.6 million investment).
7.  VisionCare Ophthalmic Technologies Ltd. ($ 0.3 million investment).
8.  ShellCase Ltd. ($ 2.3 million investment).
9.  Carmel Container Systems Limited ($ 0.9 million investment).
10. Bay Heart Limited ($ 2 million investment and $ 0.9 million loan).
11. Netformx Ltd. ($ 0.5 million loan).
12. Camelot Information Technologies Ltd. ($ 0.5 million loan).
13. $0.2 million in other investment.

                In 2001, the Company made investments aggregating $14 million, as follows:

1. An additional investment of $5 million in XACCT, a provider of business infrastructure software for the next-generation public network.
 
2. An additional investment of $1.5 million (including $0.4 million conversion of loans) in Enbaya Ltd., a developer of a 3-D browser that enables fast viewing, compression and steaming of 3-D models.
 
3. An additional investment of $1.7 million (includes the conversion of a $0.5 million loan) in ShellCase, a developer of chip-size packaging technology for semiconductors using a wafer-level process.
 
4. An additional investments of an aggregate of $0.9 million in CUTe Ltd. (“CUTe”), a developer of bandwidth efficient techniques for the delivery of digital media over wireless networks.
 
5. An additional investment of $0.6 million in the share of Breezecom Ltd. (NASDAQ:”BRZE”), a developer of wireless local area network products, and $0.6 million in the share of Floware Wireless Systems Ltd. (NASDAQ:”FLRE”), a developer of broadband wireless transmission solution. These two companies merged during 2001 to create a company called Alvarion (NASDAQ: ALVR).
 
6. An additional investment of $0.6 million in Star Management of Investment No. II (2000) L.P., a venture capital fund which focuses in investment in communications, Internet, software and medical devices.
 
7. An additional investment of $0.5 million in PowerDsine Ltd., a leading developer of power supply devices for the telecommunications industry.
 
8. A loan to Netformx Ltd. of $1.5 million, a developer of network design tools.

51



 
9. A loan to Camelot Information Technologies Ltd., of $0.5 million, a developer of security solution for organizations.
 
10. A loan to Shiron Satellite Communications (1996) Ltd. of $0.3 million,  a developer and marketer of two-way satellite communication products.
 
(g)
 
1. During March 2001, the Company sold its interest in an office building   located at 800 Second Avenue, New York, New York, to Second 800 LLC, for $33 million and recorded a pre tax gain of approximately $8 million
 
2. During May 2001, the Company sold its interest in an office building in Bnei Brak for $3.1 million and recorded a pre tax gain of $2.1 million.
 
3. During December 2001, the Company sold its interest in the Amethyst fund in Korea for $0.9 million and recorded a pre tax loss of  $0.2 million.
 
  During 2001, the Company received $0.4 million as management fees from Amethyset and reimbursed Cavallo Capital (a related party) for $0.1 million of expenses.

(h)           In 2001, the Company recorded loss from impairment of investments of $13 million as  follows:

1. Netformx Ltd. ($1.6 million investment and $1 million  loan).
 
2. RealM Technologies Ltd. ($1.3 million).
 
3. mPrest Technologies Ltd. ($0.8 million).
 
4. Shiron Satellite Communications (1996) Ltd. ($1.4 million).
 
5. Enbaya Ltd. ($1.4 million).
 
6. Camelot Information Technologies Ltd. ($4.5 million investment and $0.5 million of loan).
 
7. Babylon Ltd. ($0.3 million).
 
8. ElephantX Dot Com LLC ($ 0.2 million).

Note 3 -- Deposits, Notes and Loans Receivable

                Deposits, notes and loans receivable earn interest at varying rates depending upon their linkage provisions. Deposits have maturities of up to 2 years (see Note 7) and notes and loans receivable have maturities of up to 5 years. At December 31, 2003 and 2002, deposits, notes and loans receivable from related parties were $0.7 million for both years, and such balances with others were $11.6 million and $10.3 million, respectively. The allowance for doubtful notes receivable for 2003 and 2002 was $ 3.9 million and $ 3.6 million respectively.

Note 4 -- Investments in Marketable Securities

                The Company classifies investments in marketable securities as trading securities or available-for-sale securities. As of December 31, 2003, the Company had no marketable securities classified as available-for-sale securities. The remaining unrealized gains on marketable securities included in the other comprehensive income (loss) as of December 31, 2003, relates to available-for-sale securities held by an affiliated company.

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(a) Trading Securities
 
  As of December 31, 2003 included in the balance of investments in trading securities unrealized gains of $14.1 million (December 31, 2002 – unrealized losses of $10.2 million).
 
  (b)           Available-For-Sale Securities

                The cost and market values of available-for-sale securities at December 31, 2002 are as follows:

December 31, 2002
 Cost
 Other than
temporarily
decline

 Unrealized
Gains (Losses)

 Market
Value

  (Dollars in thousands)
Equity Securities $ 32,243   $ (17,687 ) $ (1,176 ) $ 13,380  
 
 
 
 
 

Note 5 – Other Assets

                The balance of “Other Assets” as of December 31, 2003 is composed of the following: $21.9 million with respect to deferred taxes, $9.4 million with respect to income receivable and prepaid expenses, $2.1 million with respect to accounts receivable –trade, $2.9 million with respect to leasehold improvements and $0.9 receivable amounts from others.

Note 6 -- Notes and Loans Payable

                Notes and loans payable consist primarily of bank borrowings either in U.S. dollars, linked to the Consumer Price Index in Israel or in unlinked shekels with interest rates varying depending upon their linkage provision and mature through 2008.

                The Company has two long-term loans from Bank Hapoalim Ltd. (“Hapoalim”) and Bank Leumi Le’Israel Ltd. (“Leumi”)in the amount of $37.2 million and $34.9 million as of December 31, 2003, (in connection with its investment in shares of MIRS. Both loans are due on March 31, 2008 and bear interest at a rate of LIBOR plus 0.8%. Other than as described below, the loans are non-recourse to the Company and are secured by the Company’s shares in MIRS. The principal payments are due as follows:  10% on March 31, 2004, 15% on March 31, 2005 and 25% on each of the following dates - March 31, 2006, 2007 and 2008. Interest is to be paid annually on March 31 of each year from March 31, 2001 until and including March 31, 2008.

                These loans are subject to the compliance by MIRS with covenants regarding its operations and financial results. In March 2002, some of the covenants in the Leumi loan were amended to reflect changes in MIRS’ business. In connection with these amendments, the Company agreed that Leumi will have recourse to the Company for another $0.5 million beginning in 2006 in relation to the Company’s repayment obligations under the loan.

                The Company also finances its general operations and other financial commitments through bank loans with Hapoalim. The long-term loans in the amount of $32.8 million mature through 2005-2011.

                Other long term borrowings in the amount of $2.1 million mature through 2004-2009. The borrowings are linked to the C.P.I and bare an annual interest of 5.7%.

                The weighted average interest rates on the balances of short-term borrowings at year-end are as follows:  3.6% on $27.5 million and 3.3% on $39.8 million in 2003 and 2002, respectively.

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Note 7 -- Debentures

                Debentures outstanding at December 31 consist of:

As of December 31,
2003
2002
(Dollars in thousands)
Ampal:                
Fifteen Year 11% Discount Debenture,     $ --   $ 17,428  
Ampal Development (Israel) Ltd.:    
Series with interest rate of 7.5% , linked    
to the Consumer Price Index in Israel    
   maturing 2005, secured by pledge on assets    
   of $ 4.0 million and $5.6 million, respectively       3,879     5,443  
     
 
 
        3,879     22,871  
Less: Unamortized discounts       --     325  
     
 
 
Total     $ 3,879   $ 22,546  
     
 
 

Ampal Development (Israel) Ltd., a wholly – owned subsidiary of the Company, issued debentures which are publicly traded on the Tel Aviv Stock Exchange (TASE). Ampal Development has deposited funds with Bank Hapoalim sufficient to pay all principal and interest on these debentures.

                Maturities (including required obligations) for the two years ending December 31 would be:

2004 $        1,894
2005 1,985
 
  $        3,879
 

Note 8 -- Accounts payable accrued expenses and others

(a) The balance of “Accounts payable, accrued and others” as of December 31, 2003 is composed of the following: $50.6 million in respect of deposits from tenants of retirement centers for senior citizens (2002 - $48.7 million), $26.4 million with respect to deferred tax liability (2002 - $18.4 million), $ 10.0 million in respect of minority interest (2002 - $6.7 million), $1.5 million with respect to accrued interest (2002 - $2.5 million) and $3.7 million in respect of excess of share in losses of  an affiliated company over the investment therein (2002 - $3.7 million) and $8.8 payable amounts to others (2002 - $ 6.7 million).

(b)           Accrued severance liabilities

  Israeli labor laws and agreements require payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Ampal severance pay liability in Israel, which reflects the undiscounted amount of the liability as if it was payable at each balance sheet date, is calculated based upon length of service and the latest monthly salary (one month’s salary for each year worked).
 
  The Company’s liability for severance pay pursuant to Israeli law is partly covered by insurance policies. The accrued severance pay liability of $ 0.7 million, net of deposits made to insurance policies of $ 0.3 million, is included in accounts payable, accrued expenses and other liabilities.
 
  Severance pay expenses were approximately $134, $ (84) and $(96) in 2003, 2002, and 2001, respectively.

54



Note 9 -- Shareholders’ Equity

Capital Stock

                The 4% and 6-1/2% preferred shares are convertible into 5 and 3 shares of Class A Stock, respectively. At December 31, 2003, a total of 3,763,642 shares of Class A Stock are reserved for issuance upon the conversion of the Preferred Stock and the exercise of 1,396,100 options.

                The 4% and 6-1/2% Preferred Stock are preferred as to dividends on a cumulative basis. Additional dividends out of available retained earnings, if declared, are payable on an annual non-cumulative basis as a percentage of par value as follows:

  (i)            up to 4% on Class A Stock, then
 
  (ii)           on 4% Preferred Stock and Class A Stock ratably.

                Preferred shares are non-voting, unless dividends are in arrears for three successive years. At December 31, 2003, there are no dividend in arrears.

Retained Earnings

                At December 31, 2003, the Company had $76.1 million of retained earnings. Of such retained earnings $0.7 million was received from an affiliate of the Company and $49.3 million was received from certain subsidiaries of the Company. Such amounts are not available to the Company for payment of dividends pursuant to certain Israeli requirements that dividends may only be paid on the basis of shekel-denominated and not dollar-denominated retained earnings.

55



Note 10 -- Stock Options

                In March 1998, the Board approved a Long-Term Incentive Plan (“1998 Plan”) permitting the granting of options to all employees, officers, directors and consultants of the Company and its subsidiaries to purchase up to an aggregate of 400,000 shares of Class A Stock. The 1998 plan was approved by the majority of the Company’s shareholders at the June 19, 1998, annual meeting of shareholders. The plan remains in effect for a period of ten years. As of December 31, 2003, 119,100 options of the 1998 Plan are outstanding.

                On February 15, 2000, the Stock Option Committee approved a new Incentive Plan (“2000 Plan”), under which the Company has reserved 4 million shares of Class A Stock, permitting the granting of options to all employees, officers and directors. The 2000 Plan was approved by the Board of Directors of Ampal (the “Board”) at the meeting held on March 27, 2000 and was approved by a majority of the Company’s shareholders at the June 29, 2000 annual meeting of shareholders. The plan remains in effect for a period of ten years. As of December 31, 2003, 1,277,000 options of the 2000 Plan are outstanding.

                The options granted under the 1998 Plan and the 2000 Plan (collectively, the “Plans”) may be either incentive stock options, at an exercise price to be determined by the Stock Option Compensation Committee (the “Committee”) but not less than 100% of the fair market value of the underlying options on the date of grant, or non-incentive stock options, at an exercise price to be determined by the Committee. The Committee may also grant, at its discretion, “restricted stock,” “dividend equivalent awards,” which entitle the recipient to receive dividends in the form of Class A Stock, cash or a combination of both and “stock appreciation rights,” which permit the recipient to receive an amount in the form of Class A Stock, cash or a combination of both, equal to the number of shares of Class A Stock with respect to which the rights are exercised multiplied by the excess of the fair market value of the Class A Stock on the exercise date over the exercise price. The options granted under the plants were granted either at market value or above.

                Under each of the Plans, all granted but unvested options become immediately exercisable upon the occurrence of a change in control of the Company. On April 25, 2002, the controlling shareholder of the Company, Rebar Financial Corp. sold all of its stock in the Company to Y.M. Noy Investments Ltd. Accordingly, all options granted under the Plans were immediately exercisable.

                As of December 31, 2003, 3,003,900 options under both plans are available for future grant.

                Transactions under both Plans were as follows:

Fiscal Year Ended
December 31, 2003

Options
Weighted
Average

Exercise
Price

(In thousands, except per
share data)

Outstanding at beginning of year   2,852   $ 14.77  
Granted   58   $ 3.69  
Forfeited/Expired   (1,514 ) $ 24.78  
 
 
 
Outstanding at end of year   1,396   $ 3.46  
 
 
 
             
Exercisable at end of year   500   $ 3.83  
 
 
 
             
Weighted average fair value of options granted       $ 2.13  
         
 

56




Fiscal Year Ended
December 31, 2002

Options
Weighted
Average

Exercise
Price

(In thousands, except per
share data)

Outstanding at beginning of year   2,815   $ 23.03  
Granted   1,298   $ 3.12  
Exercised   (329 ) $ 6.00  
Forfeited/Expired   (932 ) $ 26.33  
 
 
 
Outstanding at end of year   2,852   $ 14.77  
 
 
 
             
Exercisable at end of year   1,630   $ 23.51  
 
 
 
             
Weighted average fair value of options granted       $ 1.62  
     
 

Fiscal Year Ended
December 31, 2001

Options
Weighted
Average

Exercise
Price

(In thousands, except per
share data)

Outstanding at beginning of year   3,161   $ 24.43  
Granted   205   $ 5.94  
Forfeited/Expired   (551 ) $ 24.72  
 
 
 
Outstanding at end of year   2,815   $ 23.03  
 
 
 
             
Exercisable at end of year   912   $ 16.78  
 
 
 
             
Weighted average fair value of options granted       $ 3.51  
       
 

Note 10 -- Stock Options – Continued

                The 1,396,100 options outstanding as of December 31, 2003 have exercise prices between $3.12 and $8 with a weighted average exercise price of $3.46 and a weighted average remaining contractual life of 8.2 years. Of these 1,396,000 options, 500,000 are exercisable as of December 31, 2003; their weighted average exercise price is $3.83.

57



Note 11 – Earnings (Loss) Per Class A Share

                In accordance with SFAS No. 128 “Earnings Per Share”, net earnings per share of Class A Stock (“basic EPS”) were computed by dividing net earnings by the weighted average number of shares of Class A Stock outstanding and with the addition of Class A Stock resulting from the assumed conversion of 4% Preferred Stocks. Diluted earnings amounts per share of Class A Stock were computed by reflecting potential dilution from the conversion of the 6½% Preferred Stocks into Class A Stock and the exercise of stock options using the treasury stock method. SFAS No. 128 requires the presentation of both basic EPS and diluted EPS on the face of the income statement.

                A reconciliation between the basic and diluted EPS computations for net earnings is as follows:

Fiscal Year Ended December 31, 2003
Income
(Loss)

Shares
Per Share
Amounts

(In thousands, except per share data)
Basic and diluted EPS:                      
    Net income attributable to Class A Stock     $ 8,634 (1)   20,730   $ 0.42  
     
 
 
 
Diluted EPS:    
    Net income attributable to Class A Stock     $ 8,847     22,120   $ 0.40  
     
 
 
 

Fiscal Year Ended December 31, 2002
Income
(Loss)

Shares
Per Share
Amounts

(In thousands, except per share data)
Basic and diluted EPS(2):                      
    Net (loss) attributable to Class A Stock     $ (44,265 )(1)   19,538   $ (2.27  )
     
 
 
 

Fiscal Year Ended December 31, 2001
Income
(Loss)

Shares
Per Share
Amounts

(In thousands, except per share data)
Basic and diluted EPS(2):                      
    Net (loss) attributable to Class A Stock     $ (7,201 )(1)   19,184   $ (0.38  )
     
 
 
 

(1) After deduction of Preferred Stock dividends of $213, $218 and $227 in 2003, 2002 and 2001, respectively.
 
(2) In 2002 and 2001, the effect of the conversion of the 4% and 6½% Preferred Stocks was excluded from the basic and diluted EPS calculation due to its antidilutive effect.
 
(3) Options to purchase 2,852,000 and 2,815,000 shares of common stock were outstanding as of December 31, 2002 and 2001, respectively, and they were not included in the computation of diluted EPS because of their anti-dilutive effect.

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Note 12 -- Income Taxes

Year Ended December 31,
2003
2002
2001
(Dollars in thousands)
The components of current and deferred income tax                  
   expense (benefit) are:
Current:
   State and local $ -   $ -   $ 1,038  
                   
   Federal   275     -     500  
   Foreign   13     274     409  
 
Deferred:
   State and local   -     (22 )   343  
                   
   Federal   5,202     (4,687 )   (3,368 )
                   
   Foreign   (5,056 )   6,214     (3,459 )
 
 
 
 
   Total $ 434   $ 1,779   $ (4,537 )
 
 
 
 
 
 
The domestic and foreign components of
   income (loss) before income
   taxes are:
                   
Domestic $ 1,051   $ (7,150 ) $ 5,106  
Foreign   8,229     (35,118 )   (16,617 )
 
 
 
 
     Total $ 9,280   $ (42,268 ) $ (11,511 )
 
 
 
 
 
A reconciliation of income taxes between the
   statutory and effective tax is as follows:
                   
Federal income tax (benefit) at 34%, 34% and 35% $ 3,155   $ (14,371 ) $ (4,029 )
Taxes on foreign income (below) U.S. rate,
   net of tax credits   (2,503 )   (1,181 )   (1,386 )
 
State and local taxes
    net of federal effect   -     -     898  
Changes in valuation allowance   281     17,614  
Other   (499 )   (283 )   (20 )
 
 
 
 
     Total effective tax: 3%, (4%),and 39% $ 434   $ 1,779   $ (4,537 )
 
 
 
 

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The components of deferred tax assets and liabilities are as follows:


December 31
2003
2002
           
Deferred tax assets:
   Net operating loss and capital loss carryforwards $ 22,547   $ 10, 938  
             
   Unrealized losses on investments   15,548     23,169  
   Foreign tax credits carryforwards   1,740     1,740  
 
 
 
Total deferred assets   39,835     35,847  
   Valuation allowance   (17,895 )   (17,614 )
 
 
 
Net deferred tax assets   21,940     18,233  
 
 
 
 
 
 
Deferred tax liabilities:
   Tax on equity in earnings of affiliates   2,108     6,275  
   Goodwill   7,556     5,963  
    Deferred income   9,152     7,783  
   Unrealized gains (losses) on trading securities   6,355     (2,903 )
    Other   1,193     1,370  
 
 
 
Total deferred tax liability   26,364     18,488  
 
 
 
             
Net deferred tax liability $ 4,424   $ 255  
 
 
 

Valuation allowance is provided against tax benefits on foreign net operating loss carryforwards of $ 6.0 million and $6.6 million, realized and unrealized loss of investment in securities of $ 4.8 million and $6.3 million and of loss from impairment of investment of $ 7.1 million and $ 4.7 million, as of December 31, 2003 and 2002, respectively.

As of December 31, 2003, the Company has U.S. federal net operating loss carryforwards of approximately $18.9 million that will expire in the years 2020 through 2023 and a capital loss carry forwards of $5 million that will expire in 2008. The utilization of net operating loss carryforwards may be subject to substantial annual limitations if there has been a significant “change in ownership”. Such a “change in ownership”, as described in Section 382 of the Internal Revenue Code, may substantially limit the Company’s utilization of the net operating loss carryforwards.

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Note 13 -- Investments in Affiliates

                The companies accounted for by the equity method and the Company’s share of equity in those investees are:

  As of December 31,

2003

2002
%
%
Bay Heart Limited (a)   37     37  
Carmel Containers Systems Limited   21.8     21.8  
Coral World International Limited   50     50  
CUTe Ltd   20     20  
Epsilon Investment House Ltd.   20     20  
Granite Hacarmel Investments Limited ("Granite")*   -     20.4  
Hod Hasharon Sport Center (1992) Limited
Partnership   50     50  
Ophir Holdings   42.5     42.5  
Ophirtech Ltd.   42.5     42.5  
Renaissance Investment Company Ltd.   29     20  
Trinet Investment in High-Tech Ltd.   37.5     37.5  
Trinet Venture Capital Ltd.(b) (c)   50     50  

*See note 2 (b)

                Combined summarized financial information for the above companies is as follows:

Fiscal Year Ended December 31,
2003
2002
2001
(Dollars in thousands)
                   
Revenues $ 119,323   $ 718,831   $ 724,220  
Gross profit   22,201     174,404     158,057  
Net income (loss)   9,858     (6,338 )   12,452  

As of December 31,
2003
2002
(Dollars in thousands)
             
Property and equipment $ 86,243   $ 344,573  
Other assets   160,259     563,359  
 
 
 
  Total assets $ 246,502   $ 907,932  
 
 
 
Total liabilities, including bank borrowings $ 163,905   $ 718,295  
 
 
 

The carrying value of the Company’s investment in shares of Carmel Containers at December 31, 2003, amounted to $1.8 million and had a market value of $1.8 million. The impairment in Carmel was recorded due to a significant gap, for a period of over 12 months, between the carrying value and the share market value on December 31, 2003 on the American Stock Exchange (AMEX).

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Note 14 – Other Income.

                Other revenues for each of the years ended December 31, 2003, 2002 and 2001 include accrual of guaranteed payments from Motorola relating to the investment in MIRS of $ 7.1 million.

Note 15 -- Segment Information

                SFAS 131 “Disclosure about Segments of an Enterprise and Related Information” establishes annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. Segment information presented below results primarily from operations in Israel.

Fiscal Year Ended December 31,
2003
2002
2001
(Dollars in thousands)
Revenues:                  
Finance $ 38,368   $ 10,543   $ 11,283  
Real estate income   8,958     7,871     18,872  
Leisure-time*   2,037     1,724     1,885  
Intercompany adjustments   (75 )   (72 )   (804 )
 
 
 
 
             Total   49,288   $ 20,066   $ 31,236  
 
 
 
 
Equity in Earnings (losses) of Affiliates:                  
Finance   358   $ 54   $ 1,354  
Real estate rental   2,813     (533 )   (481 )
Leisure-time*   967     570     1,486  
 
 
 
 
             Total   4,138   $ 91   $ 2,359  
 
 
 
 
Interest Income:                  
Finance   538   $ 994   $ 1,293  
Real estate rental         --     95
Intercompany adjustments   (30 )   (32 )   (146 )
 
 
 
 
             Total   508   $ 962   $ 1,242  
 
 
 
 
 
Interest Expense:
Finance $ 4,875   $ 7,658   $ 10,385  
Real estate rental   605     761     1,591  
Leisure-time*   82     264     112  
Intercompany adjustments   (31 )   (30 )   (145 )
 
 
 
 
             Total   5,531   $ 8,653   $ 11,943  
 
 
 
 
 
Pretax Operating (Loss) Income:
Finance $ 9,765   $ (37,448 ) $ (17,709 )
Real estate rental   (1,299 )   (549 )   7,942  
Leisure-time*   229     (71 )   204  
 
 
 
 
             Total   8,695   $ (38,068 ) $ (9,563 )
 
 
 
 

62




Fiscal Year Ended December 31,
2003
2002
2001
(Dollars in thousands)
Income Tax (Benefit) Expense:                  
Finance $ 422   $ 1,591   $ (7,889 )
Real estate rental   --     153     3,261  
Leisure-time*   12     35     91  
 
 
 
 
             Total   434   $ 1,779   $ (4,537 )
 
 
 
 
 
Total Assets for year end:
Finance $ 274,948   $ 243,031   $ 300,234  
Real estate rental   67,577     69,196     73,596  
Leisure-time*   16,100     14,986     14,511  
Intercompany adjustments   (4,258 )   (3,514 )   (4,508 )
 
 
 
 
             Total   354,367   $ 323,699   $ 383,833  
 
 
 
 
 
Investments in Affiliates for year end:
Finance $ 3,499   $ 2,431   $ 1,884  
Real estate rental   8,662     1,337     14,295  
Leisure-time*   13,395     12,573     12,314  
 
 
 
 
             Total $ 25,556   $ 16,341   $ 28,493  
 
 
 
 
 
Capital Expenditures:
Finance $ 246   $ 52   $ 214  
Real estate rental   425     899     1,769  
Leisure-time*   152     455     197  
 
 
 
 
             Total   823   $ 1,406   $ 2,180  
 
 
 
 
 
Depreciation and Amortization:
Finance   579   $ 1,951   $ 1,805  
Real estate rental   (117 )   (10 )   640  
Leisure-time*   134     95     100  
 
 
 
 
             Total   596   $ 2,036   $ 2,545  
 
 
 
 

                Corporate office expense is principally applicable to the financing operation and has been charged to that segment above. Revenues and pretax operating (loss) income above exclude equity in (losses) earnings of affiliates and minority interests. Investment in affiliates and equity in earnings of affiliates only includes the investment and equity in earnings of those affiliates whose operations are represented by the Company’s segments.

                The real estate rental segment consists of rental property owned in Israel and the United States leased to unrelated parties, and operations of Am-Hal Ltd., a wholly-owned subsidiary which owns and operates a chain of senior citizens facilities located in Israel.

                *The leisure-time segment consists of Coral World International Limited (marine parks located around the world - mainly in Israel) and Country Club Kfar Saba, the Company’s 51%-owned subsidiary located in Israel.

Note 16 -- Disclosures about Fair Value of Financial Instruments

                The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

63



(a)           Cash and Cash Equivalents

                For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value (see Note 1(j)).

(b)           Deposits, Notes and Loans Receivable

                The fair value of these deposits, notes and loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

(c)           Investments

                For financial instruments with maturities between 91 days and 1 year, and all marketable securities, the carrying amount is a reasonable estimate of fair value.

(d)           Financial Instruments

  The fair value of the financial instruments included in other assets, accounts payable, and accrued expenses presented at a fair value.

(e)           Commitments

                Due to the relatively short term of commitments discussed in Note 17, the contract value is considered to be at fair value.

(f)            Financial Assets and Financial Liabilities

                The fair value of notes and loans payable, deposits payable and debentures outstanding is estimated by discounting the future cash flows using the current rates offered by lenders for similar borrowings with similar credit ratings and for the same remaining maturities.

As of December 31,
2003
2002
Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

  (Dollars in thousands)
Financial assets:                        
                         
Cash and cash equivalents $ 4,572   $ 4,572   $ 1,557   $ 1,557  
Deposits, notes and loans receivable   12,288     12,469     10,962     11,284  
Investments   64,701     64,701     18,612     18,612  
 
 
 
 
 
  $ 81,561   $ 81,742   $ 31,131   $ 31,453  
 
 
 
 
 
 
Financial liabilities:
                         
Notes and loans payable $ 134,455   $ 136,378   $ 114,257   $ 118,863  
Debentures outstanding   3,879     4,123     22,546     23,169  
 
 
 
 
 
  $ 138,334   $ 140,501   $ 136,803   $ 142,032  
 
 
 
 
 

Note 17-- Commitments and Contingencies

                (a)           The combined minimum annual lease payments on Ampal’s and its subsidiaries in 2003 were $ 0.3 million. In the years 2004-2008, the combined annual lease payments on those premises, without giving effect to future escalations, will be in an aggregate amount of $ 1.5 million, and thereafter, an amount totaling $5.9 million. The lease of the corporate offices expires in 2009 and the Kfar Saba lease expires in 2037. See “Significant Developments Since the Fiscal Year Ended December 31, 2003” in Item 1 of this Report.

64



                (b)           AM-Hal provided a lien to Bank Hapoalim on AM- Hal properties in Rishon – Le Zion and Hod Hasharon to guarantee a loan of $7.4 million.

                (c)            The Company has issued guarantees on bank loans to its investees and subsidiaries totaling $12.3 million as follows:

(1) The Company provided a $4.6 million guarantee to AM – Hal  tenants.
 
(2) The Company provided a $6.3 million guarantee on indebtedness incurred by Bay Heart.
 
(3) The Company provided a $0.5 million guarantee to Leumi with respect to the MIRS loan beginning in 2006 with respect to the Company’s repayment obligation under the loan.
 
(4) The Company provided a $0.9 million guarantee to Galha (1960) Ltd, for the payment of the Company’s subsidiary of a final judgment, if entered against the Company’s subsidiary.

                (d)           The Company made a commitment to invest $2.8 million in Star II (2000 L.P.).

                (e)           On January 1, 2002, Galha (1960) Ltd. (“Galha”) filed a suit against the Company and other parties, including directors of Paradise Industries Ltd. (“Paradise”) appointed by the Company, in the Tel Aviv District Court, in the amount of NIS 8.9million($1.9 million). Galha claimed that the Company, which was a shareholder of Paradise, and another shareholder of Paradise, misused funds that were received by Paradise from an insurance company for the purpose of reconstructing an industrial building owned by Galha and used by Paradise which burnt down. Paradise is currently involved in liquidation proceedings. Ampal issued a guarantee in favor of Galha for the payment of an amount of up to NIS 4.0 million ($0.9 million) if a final judgment against the Company will be given. At this stage, the Company cannot estimate the impact this claim will have on it.

                (f)            Legal claims arising in the normal course of business have been filed against subsidiaries and affiliates of the Company. Based upon the opinions of legal counsel, the Company’s management believes that all provisions made are sufficient.

Note 18 – Subsequent Events

                In February 2004, the Company completed a private sale of its remaining holdings in Granite Hacarmel Investments Ltd. to a group of institutional and other investors. The sale of 14,158,891 shares at a price of approximately $1.42 (6.30 NIS) per share resulted in total proceeds to Ampal of approximately $20.1 million.

                In December 2003, the Company entered into an agreement for the sale of all of its holdings in XAACT to Amdocs Limited, which agreed to acquire all of the issued and outstanding shares of XACCT. On February 19, 2004, Ampal received approximately $3.8 million (partially in cash and partially in shares of Amdocs Limited) for its holdings in XACCT.

                In February 2004, the Company entered into an agreement to invest EUR 4.5 million (approximately US $5.6 million) in Telecom Partners, a newly formed entity that will serve as a platform for investments in the telecommunication industry, predominately outside of Israel. Ampal’s investment consists of a EUR 4 million convertible debenture, which converts into a one third partnership interest in the partnership, and a EUR 500,000 loan. Telecom Partners currently holds investments in PSINet Europe B.V. and Grapes Communications N.V./S.A., two European telecom service providers.

65



                In 2004, Ophir Holdings (a 42.5% owned affiliate of the Company) sold 4,315,036 shares of Industrial Buildings for the amount of approximately $4.6 million. As of December 31, 2003, Ophir Holdings owned an 11.7% interest in Industrial Buildings.

                On January 4, 2004, the Company loaned $0.3 million to ShellCase, the principal business of which is the packaging process of semiconductor chips.

                Ampal currently leases an office at 555 Madison Avenue in New York City from Rodney Company N.V., Inc. The lease period is seven years commencing on October 15, 2002. The annual rent for this lease is $114,968. As discussed earlier in this Report, on March 31, 2004, the Company intends to close this office. The office space has been subleased.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

                None.

ITEM 9A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

66



PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

MANAGEMENT

                The following table sets forth certain information regarding Ampal’s directors and executive officers as of March 9, 2004:

Name Position
   
Yosef A. Maiman Chairman of the Board of Directors and Director
Jack Bigio (1) President, Chief Executive Officer and Director
Leo Malamud (1) Director
Michael Arnon (2) (3) Director
Dr. Joseph Yerushalmi (1) Director
Yehuda Karni (1) (2) (3) Director
Eitan Haber (2) (3) Director
Menahem Morag (2) (3) (4) Director
Shlomo Shalev Senior Vice President-Investments
Dafna Sharir Senior Vice President-Investments
Irit Eluz CFO, Vice President - Finance and Treasurer
Yoram Firon Vice President-Investments and Corporate Affairs and Secretary
Amit Mansur (5) Vice President-Investments
Giora Bar-Nir Controller
Alla Kanter (6) Vice President-Accounting

_________________

                The numbers listed below, which follow the names of some of the foregoing directors, designate committee membership:

(1) Member of the Executive Committee of the Board which meets as necessary between regularly scheduled Board meetings and, consistent with certain statutory limitations, exercises all the authority of the Board.
 
(2) Member of the Audit Committee of the Board which reviews functions of the outside auditors, auditors’ fees and related matters. Mr. Arnon is the Chairman of the Audit Committee of the Board.
 
(3) Member of the Stock Option and Compensation Committee of the Board.
 
(4) Mr. Morag was appointed a Director of the Board on January 27, 2004.
 
(5) Mr. Mansur was appointed Vice President-Investments of Ampal on March 24, 2003
 
(6) As of March 31, 2004 Alla Kanter will no longer serve as Vice President-Accounting of the Company. However, she will continue to serve the Company on a consulting basis.

                In 2003, the Board met two times and acted 7times by written consent; the Executive Committee did not conduct meetings but acted by written consent three times; and the Audit Committee met 9 times and acted by written consent one time. The Stock Option and Compensation Committee met one time and acted by written consent one time. All directors attended more than 75% of the aggregate of (1) the total number of Board meetings held during the period in 2003 for which such individual was a director and (2) the total number of meetings held by all committees of the Board on which such individual served in 2003 (during the period of such service). Each director of the Board is elected for a one year term and serves until his or her successor is duly elected and qualified.

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                The following sets forth the ages of all of the above-mentioned directors and executive officers, all positions and offices with Ampal or its subsidiaries held by each director and officer and principal occupations during the last five years.

                YOSEF A. MAIMAN, 58, has been the Chairman of the Board of Ampal since April 25, 2002. Mr. Maiman has been President and Chief Executive Officer of Merhav M.N.F. Ltd. (“Merhav”), one of the largest international project development companies based in Israel, since its founding in 1975. Mr. Maiman is also the Chairman of the Board of Directors of Channel Ten, a commercial television station in Israel, a director of Eltek, Ltd. (“Eltek”), a developer and manufacturer of printed circuit boards, a member of the Board of Directors of the Middle East Task Force of the New York Council on Foreign Relations and Honorary Consul to Israel from Peru. Mr. Maiman is also member of the Board of Trustees of the Tel Aviv University, Chairman of the Israeli Board of the Jaffee Center for Strategic Studies at Tel Aviv University, a member of the Board of Governors of Ben Gurion University, and the Chairman of the Board of Trustees of the International Policy Institute for Counter Terrorism.

                JACK BIGIO, 38 has been the President and Chief Executive Officer of Ampal since April 25, 2002, and a director of Ampal since March 6, 2002. From 1998 until April 2002, Mr. Bigio held various officer positions at Merhav, most recently as the Senior Vice President - Operations and Finance. Mr. Bigio is also a director of Eltek.

                LEO MALAMUD, 52, has been a director of Ampal since March 6, 2002. Since 1996, Mr. Malamud was the Senior Vice President of Merhav. Mr. Malamud is also a director of Eltek.

                MICHAEL ARNON, 78, was Chairman of the Board of Directors of Ampal from November 1990 until July 1994, when he retired. Mr. Arnon has been a director of Ampal since 1986. From July 1986 until November 1990, Mr. Arnon was President and Chief Executive Officer of Ampal.

                Dr. JOSEPH YERUSHALMI, 66, has been Senior Vice President - Head of Energy and Infrastructure Projects of Merhav since 1995. He has been a director of Ampal since August 16, 2002.

                YEHUDA KARNI, 75, was a senior partner in the law firm of Firon Karni Sarov & Firon, from 1961 until his retirement in 2000. He has been a director of Ampal since August 16, 2002.

                EITAN HABER, 64, was the Head of Bureau for the former Prime Minister of Israel, Yitzhak Rabin, from July 1993 until November 1995. Since 1996, Mr. Haber has been the President and Chief Executive Officer of Geopol Ltd., which represents the Korean conglomerate Samsung in Israel and the Middle East; Kavim Ltd., a production and project development company; and Adar Real Estate Ltd., a real estate company. Mr. Haber is also a member of various non-profit organizations. He has been a director of Ampal since August 16, 2002.

                MENAHEM MORAG, 53, has been a director of Ampal since January 27, 2004. From 1996 to 1999 Mr. Morag was the Head of Finance and Budget at the Israeli Prime Minister’s office in Tel Aviv. From 1999 to 2001, Mr. Morag was the Controller and Ombudsman at the Israeli Prime Minister’s office in Tel Aviv. From 2001 to 2003, Mr. Morag was the Head of Human Resources Department at the Israeli Prime Minister’s office in Tel Aviv. Since, 2003, Mr. Morag has been the Head of the Council of the Pensioners Association of the Israeli Prime Minister’s office in Tel Aviv.

                SHLOMO SHALEV, 42, has been Senior Vice President - Investments since May 2002. From August 1997 through April 2002, Mr. Shalev was Vice President in Ampal Industries (Israel) Ltd, a wholly owned subsidiary of the Company. From August 1994 through July 1997, Mr. Shalev was the Israeli Consul for Economic Affairs in the northwest region of the Unites States.

                DAFNA SHARIR, 35, has been Senior Vice President - Investments since May 2002. From March 1999 through April 2002, Ms. Sharir was a Director of Mergers and Acquisitions of Amdocs Limited. From July 1998 through February 1999, Ms. Sharir was an international tax consultant at Kost Forer & Gabay, a member of Ernst & Young International.

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                IRIT ELUZ, 37, has been the Chief Financial Officer and Vice President - Finance and Treasurer since May 2002. From January 2000 through April 2002, Ms. Eluz was the Associate Chief Financial Officer of Merhav. From June 1995 through December 1999, Ms. Eluz was the Chief Financial Officer of Kamor Group.

                YORAM  FIRON, 35, has been Secretary and Vice President - Investments and Corporate Affairs since May 2002. During the preceding five years, Mr. Firon was a Vice President of Merhav and a partner in the law firm of Firon Karni Sarov & Firon.

                AMIT MANSUR, 34, has been Vice President – Investments since March 2003. From September 2000 through December 2002, Mr. Mansur served at Alrov Group as Strategy & Business Development Manager. From February 1997 through September 2000, Mr. Mansur was a projects manager at the Financial Advisory Services of KPMG Somekh Chaikin.

                GIORA BAR-NIR, 47, has been the Controller since March 2002. During the preceding five years, Mr. Bar-Nir was the Controller of the Israeli subsidiaries of Ampal.

                ALLA KANTER, 46, has been Vice President-Accounting since September 1995. Ms. Kanter was the Controller from August 1990 until March 2002.

AUDIT COMMITTEE

                The Company has an Audit Committee of the Board consisting of Messrs. Arnon, Karni, Haber and Morag, each of whom is an independent director as defined under the rules of the National Association of Securities Dealers, Inc. and the rules promulgated by the Securities and Exchange Commission. The Board has determined that Mr. Morag is an “audit committee financial expert” for purposes of the rules promulgated by the Securities and Exchange Commission.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

                Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Ampal’s executive officers and directors, and persons who own more than 10% of a registered class of Ampal’s equity securities, to file with the Securities and Exchange Commission initial statements of beneficial ownership (Form 3), and statements of changes in beneficial ownership (Forms 4 and 5), of Class A Stock of Ampal. To the Company’s knowledge, based solely on its review of the copies of such forms received by it, all filing requirements applicable to its executive officers, directors and greater than 10-percent stockholders were complied with.

CODE OF ETHICS

                The Company has adopted a code of ethics (as defined in the rules promulgated under the Securities Exchange Act of 1934) that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, or person performing similar functions. A copy of the Company’s code of ethics is available on the Company’s website at www.ampal.com (the “Company’s Website”).

CODE OF CONDUCT

                The Company has adopted a code of conduct that applies to all of the Company’s employees, directors and officers. A copy of the code of conduct is available on the Company’s Website.

69



ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

                The table below presents information regarding remuneration paid for services to Ampal and its subsidiaries by the executive officers named below during the three fiscal years ended December 31, 2003, 2002 and 2001.

                Annual Compensation
     
Name and Principal
Position

Year
Salaries
$
Bonus
$
other
annual
Compensation(6)

$
Long-Term
Compensation
Number of
Securities
Underlying
Options
(7)

All
Other
Compensation(8)

             
Yosef A. Maiman(1)(9)                                    
Chairman of the Board   2003     506,849     155,953     25,570     -     2,002  
    2002     324,376     -     15,765     250,000     410  
                                     
Jack Bigio (2)(9)   2003     257,547     106,189     71,777     -     88,389  
President and CEO   2002     280,130         43,498     150,000     40,740  
                                     
Dafna Sharir (4)(9)   2003     211,557     64,052     45,031     -     48,041  
Senior Vice President Investments   2002     116,192         25,726     90,000     25,069  
                                     
Irit Eluz (4)(9)   2003     183,959     55,698     39,631     -     42,000  
  CFO – Vice President Finance and   2002     100,993         21,959     78,500     21,735  
Treasurer
                                     
Shlomo Shalev (3)   2003     167,093     34,254     33,048     -     41,712  
Senior Vice President Investment   2002     149,225     63,240     27,815     90,000     37,279  
    2001     143,093     61,406     17,408     20,000 (5)   36,137  

___________________

(1) Mr. Maiman has been employed by Ampal since April 25, 2002 as Chairman of the Board. Mr. Maiman is entitled to receive a base salary of $483,000 (payable in NIS) per annum (plus benefits).
 
(2) Mr. Bigio has been employed by Ampal since April 25, 2002 as President and CEO. Mr. Bigio is entitled to receive a base salary of $250,000 (payable in NIS) per annum (plus benefits).
 
(3) Mr. Shalev was appointed Senior Vice President of Investment since May 21, 2002.
 
(4) Has been employed by Ampal since April 25, 2002.
 
(5) Expired on February 20, 2003.
 
(6) Consists of amounts reimbursed for the payment of taxes.
 
(7) Represents the number of shares of Class A Stock underlying options granted to the named executive officers.
 
(8) Comprised of Ampal (Israel’s) contribution pursuant to: (i.) Ampal (Israel’s) pension plan and (ii.) Ampal (Israel’s) education fund and (iii.) use of car and (iv.) use of mobile phone.
 
(9) In terms of change in control entitled to 6 months salary.

70




  Fiscal Year-End Option Values  
     
  Number of Securities Underlying  Unrealized Value of
  Unexercised Options at Fiscal Year In-the-Money Options
  Ended December 31, 2003  

 
Name
Exercisable
Unexercisable
Exercisable
Unexercisable
Yosef A. Maiman   78,125     171,875   $ 243,750   $ 536,250  
Jack Bigio   46,875     103,125   $ 146,250   $ 321,750  
Dafna Sharir   28,125     61,875   $ 87,750   $ 193,050  
Irit Eluz   24,531     53,969   $ 76,537   $ 168,383  
Shlomo Shalev   28,125     61,875   $ 87,750   $ 193,050  

Option Grants In Last Fiscal Year

                No stock options to purchase our Class A Stock were granted to our named executive officers during fiscal year ended December 31, 2003.

Other Benefits

                Ampal maintains a money purchase pension plan (“Pension Plan”) for its eligible employees. Eligible employees are all full-time employees of Ampal except non-resident aliens outside the United States, night-shift employees and employees represented by a collective bargaining unit. Ampal’s contribution is equal to 7% of each employee’s compensation plus 5.7% of the compensation in excess of the Social Security taxable wage base for that year.

                Employees become vested in amounts contributed by Ampal depending on the number of years of service, as provided in the following table:

Years of Service
Vested
Percentage

less than 2 years   0 %
2 but less than 3 years   20 %
3 but less than 4 years   40 %
4 but less than 5 years   60 %
5 but less than 6 years   80 %
6 or more years   100 %

                Benefits under the Pension Plan are paid in a lump sum, in an annuity form or in installments.

                Ampal maintains a savings plan (the “Savings Plan”) for its eligible employees pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). Eligible employees are all employees of Ampal except non-resident aliens, night-shift employees and employees represented by a collective bargaining unit. Participation by employees in the Savings Plan is voluntary. Participating employees may direct that a specific percentage of their annual compensation (up to 15%) be contributed to a self-directed 401(k) savings account. The amount which any employee could contribute to his or her 401(k)savings account in 2003 was limited under the Code to $11,000. Effective January 1, 1996, the Savings Plan was amended so that Ampal matches 50% of each employee’s contribution up to a maximum of 3% of the employee’s compensation. Employees who were eligible to participate in the Savings Plan as of December 31, 1995, are 100% vested at all times in the account balances maintained in their 401(k) savings account. Employees who became eligible to participate in the Savings Plan on or after January 1, 1996, become vested in amounts contributed by Ampal depending on the number of years of service, as provided in the following table:

71




Years of Service
Vested
Percentage

Less than 2 years   0 %
2 but less than 3 years   20 %
3 but less than 4 years   40 %
4 but less than 5 years   60 %
5 but less than 6 years   80 %
6 or more years   100 %

                Benefits under the Savings Plan are required to be paid in a single, lump-sum distribution. Payment is usually made after termination of employment.

Compensation of Directors

                Directors of Ampal (other than Mr. Maiman and Mr. Bigio) received $750 per Board meeting attended until December 31, 2003. Thereafter, directors of Ampal shall receive $1,500 per Board meeting attended. The Chairman of the Board receives $2,000. Directors of Ampal also receive the same amount for attendance at meetings of committees of the Board, provided that such committee meetings are on separate days and on a day other than the day of a regularly scheduled Board meeting.

                The following table sets forth certain information regarding stock options granted to purchase our Class A Stock to our directors during the three fiscal years ended December 2003, 2002 and 2001.

         
         
  Year
2003
2002
2001
  Yosef A. Maiman (3)   -     250,000     -  
  Jack Bigio (5)   -     150,000     -  
  Leo Malamud (5)   -     150,000     -  
  Dr. Joseph Yerushalmi (4)   -     100,000     -  
  Eitan Haber (4)   -     15,000     -  
  Michael Arnon   -     15,000     5,000  
  Yehuda Karni (4)   -     15,000     -  
  Daniel Steinmetz (1)   -     -     10,000  
  Raz Steinmetz (1)   -     -     30,000  
  Yaacov Elinav (1)   -     -     5,000  
  Kenneth L. Henderson (1)   -     -     5,000  
  Hillel Peled (2)   -     -     5,000  
  Avi A. Vigder (1)   -     -     5,000  
  Eliyahu Wagner (2)   -     -     5,000  
  Benzion Benbassat (1)   -     -     5,000  

(1) Resigned April 25, 2002.
(2) Did not stand for re-election at the Annual Meeting of Shareholders held on August 16, 2002.
(3) Since April 25, 2002.
(4) Since August 16, 2002.
(5) Since March 6, 2002.

72



Stock Option Plan

                In March 1998, the Board approved a Long-Term Incentive Plan (’’1998 Plan’’) permitting the granting of options to all employees, officers, directors and consultants of the Company and its subsidiaries to purchase up to an aggregate of 400,000 shares of Class A Stock. The 1998 Plan was approved by a majority of the Company’s shareholders at the June 19, 1998 annual meeting of shareholders. The 1998 Plan remains in effect for a period of ten years. As of December 31, 2003, 119,100 options of the 1998 Plan are outstanding.  

                On February 15, 2000, the Stock Option Committee approved a new Incentive Plan (“2000 Plan”), under which the Company has reserved 4 million shares of Class A Stock, permitting the granting of options to all employees, officers and directors. The 2000 Plan was approved by the Board of Directors at a meeting held on March 27, 2000 and was approved by a majority of the Company’s shareholders at the June 29, 2000 annual meeting of shareholders. The 2000 Plan remains in effect for a period of ten years. As of December 31, 2003, 1,277,000 options of the 2000 Plan are outstanding.  

                The options granted under the 1998 Plan and the 2000 Plan (collectively, the “Plans”) may be either incentive stock options, at an exercise price to be determined by the Stock Option and Compensation Committee (“the Committee”) but not less than 100% of the fair market value of the underlying options on the date of grant, or non-incentive stock options, at an exercise price to be determined by the Committee. The Committee may also grant, at its discretion, “restricted stock,” “dividend equivalent awards,” which entitle the recipient to receive dividends in the form of Class A Stock, cash or a combination of both and “stock appreciation rights,” which permit the recipient to receive an amount in the form of Class A Stock, cash or a combination of both, equal to the number of shares of Class A Stock with respect to which the rights are exercised multiplied by the excess of the fair market value of the Class A Stock on the exercise date over the exercise price. The options granted under the Plans were granted either at market value or above.

                Under each of the Plans, all granted but unvested options become immediately exercisable upon the occurrence of a change in control of the Company. On February 26, 2002, the controlling shareholder of the Company, Rebar Financial Corp., sold all of its stock in the Company to Y.M. Noy Investments Ltd. Accordingly, all options granted but unvested under the Plans were immediately exercisable.

                The Company accounts for all plans under APB Opinion No. 25, under which no compensation costs were incurred in the years ended December 31, 2001, 2002 and 2003. If compensation cost for the options under the above Plans had been determined in accordance with SFAS No. 123, the Company’s net income (loss) and EPS would have been.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

                The Stock Option and Compensation Committee functions as both the compensation and stock option committee of Ampal. The members of this Committee include Mr. Michael Arnon, Mr. Yehuda Karni and Mr. Eitan Haber. Mr. Arnon was formerly President and Chief Executive Officer of Ampal from July 1986 until November 1990 and the Chairman of the Board from November 1990 until July 1994 (see, Item 10 of this Report).

73



   
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

  Equity Compensation Plan Information(1)
Plan category
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights

(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights

(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))

(c)
       
Equity compensation   1,396,100     3.46     3,003,900  
     plans approved by
     security holders
 
Equity compensation   N/A     N/A     N/A  
     plans not approved
     by security holders
 
               Total   1,396,100     3.46     3,003,900  

(1) All information provided as of December 31, 2003.

PRINCIPAL SHAREHOLDERS OF AMPAL

                The following table sets forth information as of March 9, 2004, as to the holders known to Ampal who beneficially own more than 5% of the Class A Stock, the only outstanding series of voting securities of Ampal. For purposes of computation of the percentage ownership of Class A Stock held by such stockholders set forth in the table, conversion of any 4% Cumulative Convertible Preferred Stock (the “4% Preferred Stock”) and 6 1/2% Cumulative Convertible Preferred Stock (the “6 1/2% Preferred Stock”) owned by such beneficial owner has been assumed, without increasing the number of shares of Class A Stock outstanding by amounts arising from possible conversions of convertible securities held by shareholders other than such beneficial owner. As of March 9, 2004, there were 19,808,855 (not including treasury shares) shares of Class A Stock of Ampal outstanding. In addition, as of March 9, 2004, there were 552,116 non-voting shares of 6 1/2% Preferred Stock outstanding (each convertible into 3 shares of Class A Stock outstanding and 127,577non-voting shares of 4% Preferred Stock outstanding (each convertible into 5 shares of Class A Stock).

74



Security Ownership of Certain Beneficial Owners

  Name and Address
of Beneficial Owner

Title of Class
Number of Shares
and Nature
of Beneficial Ownership

Percent
of Outstanding
Shares of
Class A Stock

                     
  Y.M Noy Investments Ltd., of 33
Havazelet Hasharon St.,
Herzliya, Israel
  Class A Stock     11,750,132 (1)   59.31 %
                     
  Yosef A. Maiman
Y.M Noy Investments Ltd., of 33
Havazelet Hasharon St.,
Herzliya, Israel
  Class A Stock     11,843,882 (1)(2)   59.79 %
                     
  Ohad Maiman
Y.M Noy Investments Ltd., of 33
Havazelet Hasharon St.,
Herzliya, Israel
  Class A Stock     11,750,132 (1)   59.31 %
                     
  Noa Maiman
Y.M Noy Investments Ltd., of 33
Havazelet Hasharon St.,
Herzliya, Israel
  Class A Stock     11,750,132 (1)   59.31 %

_______________

(1)   Consists of 11,750,132 shares of Class A Stock held directly by Y.M. Noy Investments Ltd. Yosef A. Maiman  owns 100% of the economic shares and one-third of the voting shares of Y.M. Noy Investments Ltd.. In addition, Mr. Maiman holds an option to acquire the remaining two-thirds of the voting shares of Y.M. Noy Investments Ltd. (which are currently owned by Ohad Maiman and Noa Maiman, the son and daughter, respectively, of Mr. Maiman).
   
(2) Includes 93,750 shares of Class A Stock underlying options which are currently exercisable by Mr. Maiman.
   

75



Security Ownership of Management

  The following table sets forth information as of March 9, 2004 as to each class of equity securities of Ampal or any of its subsidiaries beneficially owned by each director and named executive officer of Ampal listed in the Summary Compensation Table and by all directors and named executive officers of Ampal as a group. All ownership is direct unless otherwise noted. The table does not include directors or named executive officers who do not own any such shares:

Name Number of Shares and
Nature of Beneficial
Ownership
  of Class A Stock  
Percent of Outstanding
Shares of
Class A Stock



Yosef Maiman 11,843,882 (1)(2) 59.79 %
Jack Bigio 56,250 (2) *  
Dafna Sharir 33,750 (2) *  
Shlomo Shalev 33,750 (2) *  
Irit Eluz 29,438 (2) *  
Leo Malamud 56,250 (2) *  
Dr. Josef Yerushalmi 37,500 (2) *  
Eitan Haber 5,625 (2) *  
Yehuda Karni 5,625 (2) *  
Michael Arnon 20,625 (2) *  
All Directors and Executive Officers as a Group 12,122,695   61.20 %

____________

    *         Represents less than 1% of the class of securities.
 
    (1)   Attributable to 11,750,132 shares of Class A Stock held directly by Y.M. Noy Investments Ltd. See “Security Ownership of Certain Beneficial Owners.”  In addition, this represents 93,750 shares underlying options for Yosef Maiman which are presently exercisable.
 
    (2)    Represents shares underlying options which are presently exercisable or exercisable in 60 days..

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                The Audit Committee of Ampal has the duty and responsibility of approving all transactions between Ampal, on the one hand, and any officer, director, or affiliate thereof, on the other hand, or in which any officer, director or affiliate has a material interest. Under the rules promulgated by Nasdaq, the Audit Committee must review and approve all transactions between Ampal on the one hand and any officer, director or principal shareholder of Ampal on the other hand. The Audit Committee considers and evaluates potential related party transactions from time to time, including co-investment opportunities and other types of transactions. The Audit Committee has the authority to engage independent legal, financial and other advisors.

76



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

                AUDIT FEES.  The fees of Kesselman & Kesselman (“Kesselman”) fees for professional services rendered for the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2003 and December 31, 2002 and reviewing the financial statements included in the Company’s quarterly reports on Form 10-Q were $223,000 and $150,000, respectively. Fees billed to the Company by Arthur Andersen LLP (“Andersen”) for reviewing the financial statements included in the Company’s quarterly report for the fiscal quarter ended March 31, 2002 amounted to $37,000.

                TAX FEES.  Kesselman’s tax fees for the fiscal years ended December 31, 2003, were $103,600. No tax fees were billed for services rendered by Andersen for the fiscal year ended December 31, 2002.

                ALL OTHER FEES - Kesselman’s fees for other services for the fiscal year ended December 31, 2003, were $49,200 respectively. No other services fees were billed for services rendered by Andersen for the fiscal year ended December 31, 2002.

                All of the services provided by our principal accounting firm described above under the captions “Audit Fees”, “Tax Fees” and “All Other Fees” were approved by our Audit Committee. The Audit Committee has determined that the rendering of professional services described above by Kesselman is compatible with maintaining the auditor’s independence.

Audit Committee Pre-Approval Policies

                The Company’s Audit Committee Charter provides that the Audit Committee shall approve in advance all audit services and all non-audit services provided by the independent auditors based on policies and procedures developed by the Audit Committee from time to time. The Audit Committee will not approve any non-audit services prohibited by applicable SEC regulations or any services in connection with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations.

                Our Audit Committee requires that our independent auditor, in conjunction with our Chief Financial Officer, be responsible for seeking pre-approval for providing services to us and that any request for pre-approval must inform the Audit Committee about each service to be provided and must provide detail as to the particular service to be provided.

77



PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as a part of this report:
 

  Page
Reference
 
(1)   Financial Statements and Supplementary Data  
   
       Ampal-American Israel Corporation and Subsidiaries  
   
            Report of Independent Auditors 34-36
               Consolidated Statements of Income for the years ended December 31, 2003,                  2002 and 2001 . 37
   
              Consolidated Balance Sheets as at December 31, 2003 and 2002 38-39
   
              Consolidated Statements of Cash Flows for the years ended December 31, 2003,                 2002 and 2001 40-41
              Consolidated Statements of Changes in Shareholders' Equity for the years ended                   December 31, 2003, 2002 and 2001 42-43
             Consolidated Statements of Comprehensive Income for the years ended                 December 31, 2003,  2002 and 2001 44
              Notes to Consolidated Financial Statements 45-66
        Supplementary Data:
              Selected quarterly financial data for the years ended December 31, 2003 and 2002 26
   
 (2)    Financial Statement Schedules  
 
    (i) Schedule of Representative Rates of Exchange between the U.S. dollar and New     Israeli Shekel for three years ended December 31, 2003
    

Representative Rates of Exchange
Between the U.S. Dollar and the New Israeli Shekel
For the Three Years Ended December 31, 2003
 
             The following table shows the amount of New Israeli Shekels equivalent to one U.S. Dollar on the dates indicated:

  2003
2002
2001
March 31 4.687 4.668 4.192
June 30 4.312 4.769 4.165
September 30 4.441 4.871 4.355
December 31 4.379 4.737 4.416
   
  (ii)  Consolidated financial statements filed pursuant to Rule 3-09 of Regulation S-X
   
  The Company has determined that Granite was a “significant subsidiary” for the year ended December 31, 2003. Granite is a foreign business and audited financial statements are in the process of being prepared for fiscal 2003. The Company intends to file, unless otherwise not required, an amended 10-K/A on or prior to the due date of June 30, 2004, which will include, as an exhibit, the audited, stand-alone, financial statements of Granite as required by Reg. S-X 3-09(b)(2).

78



Ophir Holdings Ltd.

      Report of Certified Public Accountants

      Consolidated Balance Sheets as at December 31, 2003 and 2002.
      Consolidated Statements of Income for the years ended December 31, 2003, 2002 and 2001..
      Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2003, 2002 and 2001
      Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001
      Notes to Financial Statements

OphirTech Ltd.
      Report of Certified Public Accountants

      Balance Sheets as at December 31, 2003 and 2002
      Statements of Income for the years ended December 31, 2003, 2002 and 2001
      Statements of Changes in Shareholders' Equity for the years ended December 31, 2003, 2002 and 2001
      Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001
      Notes to Financial Statements

Trinet Venture Capital Ltd.
  Report of Certified Public Accountants
  Balance Sheets as at December 31, 2001 and 2000
  Statements of Income for the years ended December 31, 2001, 2000 and 1999
  Statements of Shareholders' deficiency for the years ended December 31, 2001, 2000 and 1999
 
  Notes to Financial Statements
   
  (iii) Reports of Other Certified Public Accountants filed pursuant to Rule 2-05 of Regulation S-X:
   
  AM-HAL Ltd.
  Bay Heart Ltd.
  Carmel Container Systems Ltd.
  Coral World International Limited
  Country Club Kfar Saba Limited
  Epsilon Investment House Ltd.
  Granite Hacarmel Investments Limited.
  Hod Hasharon Sport Center Ltd.
  Hod Hasharon Sport Center (1992) Limited Partnership
  Renaissance Investment Co. Ltd.
  Shmey-Bar Real Estate 1993 Ltd.
  Shmey-Bar (I.A.) 1993 Ltd.
  Shmey-Bar (T.H.) 1993 Ltd.
  Trinet Investment in High-Tech Ltd.

79



 
 (3) Exhibits Required by Item 601 of Regulation S-K
   
Exhibit 2 - Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
   
  2a. Purchase and Sale Agreement, dated January 5, 1998, between Ampal Communications, Inc. and Motorola Communications Israel Ltd. (Includes as Exhibit A the form of Partnership Agreement between Ampal Communications, Inc. and Motorola Communications Israel Ltd. and as Exhibit B the form of Shareholders' Agreement between Ampal Communications, Inc. and Motorola Communications Israel Ltd.) (Filed as Exhibit 2 to a Current Report on Form 8-K, dated February 5, 1998, and incorporated herein by reference, File No. 0-538.)
  2b. Amendment, dated January 22, 1998, to (i) Purchase and Sale Agreement, dated January 5, 1998, between Ampal Communications, Inc. and Motorola Communications Israel Ltd., (ii) Partnership Agreement between Ampal Communications, Inc. and Motorola Communications Israel Ltd. and (iii) form of Shareholders' Agreement between Ampal Communications, Inc. and Motorola Communications Israel Ltd. (Filed as Exhibit 2a to a Current Report on Form 8-K, dated February 5, 1998, and incorporated herein by reference, File No. 0-538.)
     
Exhibit 3 - Articles of Incorporation and By-Laws
     
  3a. Amended and Restated Certificate of Incorporation of Ampal-American Israel Corporation, dated May 28, 1997. (Filed as Exhibit 3a. to Form 10-Q, for the quarter ended June 30, 1997 and incorporated herein by reference, File No. 0-5380).
  3b. By-Laws of Ampal-American Israel Corporation as amended, dated February 14, 2002 (incorporated by reference to Exhibit 3b. of Ampal's Form 10-K filed on March 27, 2002).
     
Exhibit 4 - Instruments Defining the Rights of Security Holders, Including Indentures
     
  4a. Form of Indenture dated as of November 1, 1984. (Filed as Exhibit 4a. to Registration Statement No. 2-88582 and incorporated herein by reference).
  4b. Form of Indenture dated as of May 1, 1986. (Filed as Exhibit 4a. to Pre-Effective Amendment No. 1 to Registration Statement No. 33-5578 and incorporated herein by reference).
     
Exhibit 10 - Material Contracts
     
  10a. Agreement, dated March 22, 1993, between the Investment Company of Bank Leumi, Ltd., and Ophir Holdings Ltd., Mercazim Investments Ltd., Diur B.P. Ltd. and Mivnat Holdings Ltd. (Filed as Exhibit 10.4 to Pre-Effective Amendment No. 1 to Registration Statement No. 33-51023 and incorporated herein by reference).

80



     
  10b. Agreement, dated March 30, 1994, between Poalim Investments Ltd., Ampal (Israel) Ltd. and Ampal Industries (Israel) Ltd. (Translation). (Filed as Exhibit 10l, to Form 10-K for the fiscal year ended December 31, 1994 and incorporated herein by reference, File No. 0-538).
  10c. Loan Agreement, dated April 27, 1998, between Bank Hapoalim Ltd. and Ampal Communications Limited Partnership (Filed as Exhibit 10.1 to Report on Form 10-Q for the quarter ended June 30, 1998, File No. 0-538).
  10d. Form of Loan Agreement between Ampal Communications Limited Partnership and Bank Leumi Le-Israel B.M. Filed as Exhibit 10.2 to Report on Form 10-Q for the quarter ended June 30, 1998, File No. 0-538).
  10e. Sale and Purchase Agreement, dated November 8, 2000, between Ampal Realty Corporation and Second 800 LLC. (filed as Exhibit 10I to Form 10-K for the fiscal year ended December 31, 2002, File No. 000-00538).
  10f. The Company's 1998 Long-Term Incentive Plan (filed as Exhibit A to the Company's Proxy Statement for the 1998 Annual Meeting of Shareholders).*
  10g. The Company's 2000 Incentive Plan (filed as an exhibit to the Company's Proxy Statement for the 2000 Annual Meeting of Shareholders).*
  10h. Amendment to the Company's 1998 Long Term Incentive Plan adopted by the Board of Directors on February 14, 2002.* (Filed as Exhibit 10h to the report on Form 10K. Filed on March 27, 2003)
  10i Amendment to the Company's 2000 Incentive Plan adopted by the Board of Directors on February 14, 2002.* (Filed as Exhibit 10i to the report on Form 10K. Filed on March 27, 2003).
 
Exhibit 11 - Computation of Earnings Per Share
     
Exhibit 12 - Statement re Computation of Ratios
     
Exhibit 21 - List of Subsidiaries
     
Exhibit 23 - Consents of Auditors:
     
23 .1 AM-HAL Ltd.   E-23.1  
23 .2 Ampal-American Israel Corporation   E-23.2  
23 .3 Bay Heart, Ltd.   E-23.3  
23 .4 Carmel Container Systems Ltd.   E-23.4  
23 .5 Coral World International Ltd.   E-23.5  
23 .6 Country Club Kfar Saba Limited   E-23.6  
23 .7 Epsilon Investment House Ltd.   E-23.7  
23 .8 Granite Hacarmel Investment Limited   E-23.8  
23 .9 Hod Hasharon Sport Center Ltd.   E-23.9  
23 .10 Hod Hasharon Sport Center (1992) Ltd. Partnership   E-23.10  
23 .11 Ophir Holdings Ltd.   E-23.11  
23 .12 Ophirtech Ltd.   E-23.12  
23 .13 Renaissance Investment Co. Ltd.   E-23.13  
23 .14 Shmey-Bar Real Estate 1993 Ltd.   E-23.14  
23 .15 Shmey-Bar (T.H.) 1993 Ltd.   E-23.15  
23 .16 Shmey-Bar (I.A.) 1993 Ltd.   E-23.16  
23 .17 Trinet Investment in High-Tech Ltd.   E-23.17  
23 .18 Trinet Venture Capital Ltd.   E-23.18  

81



     
    Exhibit 31.1 - Certification of Jack Bigio pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
    Exhibit 31.2 - Certification of Irit Eluz pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
    Exhibit 32 - Certification of Jack Bigio and Irit Eluz pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
* Management contract, compensatory plan or arrangement.
     
Reports on Form 8-K
     
          No reports on Form 8-K were filed during the quarter ended at December 31, 2003.

82



OPHIR HOLDINGS LTD.
(An Israeli Corporation)
2003 ANNUAL REPORT

 



OPHIR HOLDINGS LTD.
2003 ANNUAL REPORT


TABLE OF CONTENTS

  Page  
  REPORT OF INDEPENDENT AUDITORS   2-3  
  FINANCIAL STATEMENTS - CONSOLIDATED - IN  
      ADJUSTED NEW ISRAELI SHEKELS (NIS):  
      Balance sheets   4-5  
      Statements of income (Losses)   6  
      Statements of changes in shareholders’ equity   7  
      Statements of cash flows   8-9  
      Notes to financial statements   10-33  
         
 



 


REPORT OF INDEPENDENT AUDITORS

To the shareholders of

OPHIR HOLDINGS LTD.

We have audited the consolidated financial statements of Ophir Holdings Ltd. and its subsidiaries (the “Company”): balance sheets as of December 31, 2003 and 2002 and the related statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s Board of Directors and management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in Israel and in the United States of America, including those prescribed by the Israeli Auditors (Mode of Performance) Regulations, 1973. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Company’s Board of Directors and management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other independent auditors provide a reasonable basis for our opinion.

In our opinion, based upon our audits, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2003 and 2002 and the results of operations, changes in shareholders’ equity and cash flows of the Company for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in Israel.

As explained in note 1b, the financial statements referred to above are presented in values adjusted for the changes in the general purchasing power of Israeli currency, in accordance with pronouncements of the Institute of Certified Public Accountants in Israel.

Accounting principles generally accepted in Israel vary in certain cignificant respects from accounting principles generally accepted in the United States.Information relating to the nature and effect of such differences is presented in note 14 to the consolidated financial statements.

 

Tel-Aviv, Israel Kesselman & Kesselman
    March 9 2004 Certified Public Accountants (Isr.)

2



OPHIR HOLDINGS LTD.
CONSOLIDATED BALANCE SHEETS
IN ADJUSTED NEW ISRAELI SHEKELS

    December 31
  Note
2003
2002
    In thousands
A s s e t s   8c          
CURRENT ASSETS:   12      
    Cash and cash equivalents       3,215   416  
    Marketable securities       353   189  
    Accounts receivable   13a   11,947   2,812  
    Deferred income taxes   10b       2,816  
    Rental property designated for sale, net of  
       advances received from the buyers   5       18,420  


           T o t a l  current assets       15,515   24,653  


LAND - BUSINESS INVENTORY   1e;8a(2)   13,048   13,048  


INVESTMENTS:  
    Associated companies   3;12   187,505   185,317  
    Other companies   4   177,324   176,675  
    Loan to a company which is  
       an interested party   11b   8,703   *8,347  


        373,532   370,339  


   
FIXED ASSETS - buildings leased , net of  
    accumulated depreciation   5   58,884   83,449  


        460,979   491,489  


  ____________________ ) Roni Harel  
  DIRECTORS )    
    ) Shlomo Shalev  

Date of approval of the financial statements: March 9, 2004.

3




    December 31
  Note
2003
2002
    In thousands
Liabilities and shareholders’ equity   8c          
CURRENT LIABILITIES:   12  
    Bank credit   13b   8,338   21,598  
    Accounts payable and accruals   13c   8,034   8,067  


           T o t a l  current liabilities       16,372   29,665  


LONG-TERM LIABILITIES:   12  
    Bank loans (net of current maturities)   6   66,456   74,824  
    Capital notes to an associated company   7   151,601   148,751  
    Capital note to an interested party   7   1,069   1,049  
    Payables in respect of acquisition of land -  
         business inventory   8a(2)   11,793   11,973  
    Deferred income taxes   10b   2,676   2,521  


           T o t a l   long-term liabilities       233,595   239,118  


           T o t a l   liabilities       249,967   268,783  
COMMITMENTS AND CONTINGENT  
    LIABILITIES   8  
MINORITY INTEREST   2   26   11  
SHAREHOLDERS’ EQUITY   9   210,986   222,695  


        460,979   491,489


* Reclassified.

The accompanying notes are an integral part of the financial statements.

4



OPHIR HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF INCOME (LOSSES)
  IN ADJUSTED NEW ISRAELI SHEKELS

  Note
2003
2002
2001
    In thousands
REVENUES AND GAINS:                  
    From lease of buildings       10,278   13,735   14,400  
    Share in profits (losses) of associated companies - net   3   (2,071 ) 1,662   752  
    Gain from sale and increase in value of marketable shares -        net       164   291   17,259  
    Gain from sale of land-business inventory       120   412  
    Dividend received from other companies       7,896   97   6,378  
    Management fees from associated companies and others   11a   438   471   429  
    Financial income - net   11a;13f           68  



        16,825   16,668   39,286  



EXPENSES AND LOSSES:  
    Operating cost of buildings for rent (including        depreciation)       3,613   3,934   3,605  
    Write-down of investments in associated companies   3       5,004  
    Write-down of investments in other companies   4       20,605  
    General and administrative expenses - net   11a   4,623   7,440   5,793  
    Loss from sale of leased buildings - net   5   30  
    Financial expenses - net   11a;13f   1,532   1,580  



        9,798   38,563   9,398  



INCOME (LOSS) BEFORE TAXES ON INCOME       7,027   (21,895 ) 29,888  
TAXES ON INCOME (TAX SAVING)   10   4,731   (13,761 ) 10,125  



INCOME (LOSS) AFTER TAXES ON INCOME  
     (TAX SAVING)       2,296   (8,134 ) 19,763  
MINORITY INTEREST IN LOSSES (PROFITS) OF A  
    SUBSIDIARY       15   (67 ) 4  



NET INCOME (LOSS) FOR THE YEAR       2,311   (8,201 ) 19,767  



The accompanying notes are an integral part of the financial statements.

5



OPHIR HOLDINGS LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
 IN ADJUSTED NEW ISRAELI SHEKELS

  Share
capital
Capital
surplus
Retained
earnings
Total
 



  I  n     t  h  o  u  s  a  n  d  s
         
BALANCE AT JANUARY 1, 2001   2,832   80,488   327,058   410,378  
CHANGES DURING 2001:  
    Net income           19,767   19,767  
    Dividend           (199,249 ) (199,249 )




BALANCE AT DECEMBER 31, 2001   2,832   80,488   147,576   230,896  
                   
CHANGES DURING 2002 - loss           (8,201 ) (8,201 )




BALANCE AT DECEMBER 31, 2002   2,832   80,488   139,375   222,695  
CHANGES DURING 2003:  
    Net income           2,311   2,311  
    Dividend           (14,000 ) (14,000 )
    Erosion of capital note       (20 )     (20 )




BALANCE AT DECEMBER 31, 2003   2,832   80,468   127,686   210,986  




The accompanying notes are an integral part of the financial statements.

6



(Continued) – 1

OPHIR HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
IN ADJUSTED NEW ISRAELI SHEKELS

  2003
2002
2001
  In thousands
CASH FLOWS FROM OPERATING ACTIVITIES:              
    Net income (loss) for the year   2,311   (8,201 ) 19,767  
    Adjustments required to reflect the cash flows from operating        activities*   3,703   11,273   (17,207 )



    Net cash provided by operating activities   6,014   3,072   2,560  



CASH FLOWS FROM INVESTING ACTIVITIES:  
    Proceeds from sale of investment in other companies       6,559   3,741  
    Proceed from sale of leased buildings   30,190  
    Proceeds from sale of marketable shares           25,535  
    Investment in associated companies (including capital notes and        loans - net)   (424 ) (602 ) (681 )
    Investments in other companies   (301 ) (1,388 ) (109 )
    Investment in fixed assets (mainly buildings)           (913 )  
    Short-term bank deposit           139,312    
    Withdrawal of long-term bank deposit       2,117   4,093  
    Proceed from sale of business inventory   120   412      
    Advances on account of rental property designated for sale       2,739  
    Collection of short-term loan to shareholders           57,730  
    Loan to a company which is an interested party   (192 ) (3,358 )



    Net cash provided by Investing activities   29,393   6,479   228,708  



CASH FLOWS FROM FINANCING ACTIVITIES:  
    Repayment of long-term bank loans- net   (8,307 ) (8,314 ) (8,301 )
    Short-term loan from a company which is an interested party- net           (17,570 )  
    Dividend paid   (11,047 )     (199,249 )
    Short-term bank credit and loans - net   (13,254 ) (2,445 ) (6,400 )



    Net cash used in financing activities   (32,608 ) (10,759 ) (231,520 )



INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   2,799   (1,208 ) (252 )
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR   416   1,624   1,876  



BALANCE OF CASH AND CASH EQUIVALENTS AT END OF YEAR   3,215   416   1,624  



7



(Concluded) - 2

OPHIR HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
IN ADJUSTED NEW ISRAELI SHEKELS

  2003
2002
2001
  In thousands
* Adjustments required to reflect the cash flows from operating            
     activities:
     Income and expenses not involving cash flows:
        Share in losses (profits) of associated companies - net 2,071   (1,662 ) (752 )
        Depreciation 1,953   2,490   2,496  
        Deferred income taxes - net 2,971   (3,672 ) 582  
        Minority interest in losses of a subsidiary (2002 - net of dividend) 15   (4 ) (4 )
        Increase (decrease) in liabilities for employee rights upon retirement         (53 )
        Gain from sale of fixed assets and business inventory - net (120 ) (412 )
        Loss from sale of leased buildings 30  
        Gain from sale and decrease in value of marketable shares - net (164 ) (291 ) (17,259 )
        Write-down of investment in associated companies and other     25,609  
        Linkage differences (erosion) on long-term bank loans - net (67 ) 163   3  
        Linkage differences and interest on bank deposit - net     2   (355 )
        Erosion (linkage differences) on short-term loan to a company which is
          an interested party (164 ) (64 ) (2,366 )
        Linkage differences and interest on loans to associated companies and
          others (1,333 ) (1,103 ) (933 )



  5,192   21,056   (18,641 )



     Changes in operating asset and liability items:
        Decrease (increase) in accounts receivable 1,677   (247 ) 86  
        Increase (decrease) in accounts payable and accruals (3,166 ) (9,536 ) 1,348  



  (1,489 ) (9,783 ) 1,434  



  3,703   11,273   (17,207 )



The accompanying notes are an integral part of the financial statements.

8



OPHIR HOLDINGS LTD.
NOTES TO FINANCIAL STATEMENTS
 

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

  The significant accounting policies, applied on a consistent basis, are as follows:
 
a. General:
 
1) Ophir Holdings Ltd. (“Ophir”) is a holding company  which also owns commercial buildings designated for rent.
 
  The subsidiary Merkazim Investments Ltd. is engaged in the renting of commercial buildings. In 2003, this company sold all its holdings in the commercial buildings that were designated for rent (see note 5b.).
 
  The subsidiary, New Horizons (1993) Ltd., holds a number of properties (designated for sale), which were purchased from an interested party, see also note 8a(2).
 
  As to the activities of the associated companies, see note 3c.
 
2) Definitions:
 
 

Subsidiary -

a company controlled or owned to the extent of over 50%,

 

the financial statements of which have been consolidated

 

with the financial statements of Ophir.

   
     
 

Associated company -

a company controlled to the extent of 20% or over (which is not a subsidiary), or a company less than 20% controlled which
complies with the condition relating to “significant influence”, as prescribed by Opinion 68 of the Institute of Certified Public
Accountants in Israel (the “Israeli Institute”), the investment in which is presented by the equity method.

   
     
 

Another company -

a company to which the conditions specified in the preceding paragraphs do not apply.

   
     
 

The Group -

Ophir and its subsidiaries and associated companies.

   
     
 

Interested parties -

as defined in the Israeli Securities (Preparation of Annual Financial Statements) Regulations, 1993.

   
     
 

Related parties -

as defined in Opinion 29 of the Israeli Institute.

9



OPHIR HOLDINGS LTD.
NOTES TO FINANCIAL STATEMENTS (continued)
 

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

b.     Adjusted financial statements :
 
1) The financial statements have been prepared on the basis of historical cost adjusted to reflect the changes in the general purchasing power of Israeli currency, in accordance with pronouncements of the Israeli Institute. All figures in the financial statements are presented in adjusted new Israeli shekels (NIS) which have a uniform purchasing power (December 2003 adjusted NIS) - based upon the changes in the Israeli consumer price index; the “Israeli CPI” (see also note 12b).
 
The adjustment of the financial statements is based on the accounts of the Ophir and its Israeli subsidiaries, maintained in nominal NIS.
 
  The components of the income statements were, for the most part, adjusted as follows: the components relating to transactions carried out during the year (revenues, labor costs, etc.) were adjusted on the basis of the index for the month in which the transaction was carried out, while those relating to non-monetary balance sheet items (mainly - depreciation and write-downs) were adjusted on the same basis as the related balance sheet item. The financing component represents financial income and expenses in real terms and the erosion of balances of monetary items during the year.
 
2) As mentioned in (1) above, these financial statements have been drawn up in accordance with the principles of adjustment prescribed by pronouncements of the Israeli Institute, on the basis of the changes in the Israeli CPI.
 
3) The adjusted amounts of non-monetary assets do not necessarily represent realization value or current economic value, but only the original historical values, adjusted to reflect the changes in the general purchasing power of Israeli currency. In these financial statements, the term “cost” signifies cost in adjusted Israeli currency.
 
4) In October 2001, the Israel Accounting Standards Board (“the IASB”) issued Israel Accounting Standard No. 12 - Discontinuance of Adjusting Financial Statements for Inflation, which provided for the discontinuance of adjusting financial statements for the effects of inflation, as of January 1, 2003. In December 2002, Accounting Standard No. 17 was issued that postponed the date from which Accounting Standard No. 12 is to be applied until January 1, 2004. The inflation-adjusted amounts as of December 31, 2003 will be the base for the nominal-historical financial reporting in the following periods.
 
  The implementation of Standard No. 12 will mainly affect the financial expenses item.

10



OPHIR HOLDINGS LTD.
NOTES TO FINANCIAL STATEMENTS (continued)
 

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

c.     Principles of consolidation :
 
1) The consolidated financial statements include the accounts of the Ophir and its subsidiaries. The companies included in consolidation are listed in note 2a.
 
2) Intercompany balances and transactions have been eliminated.
 
d. Marketable securities
 
  These securities (except for investment in shares constituting “permanent investment”, see f(3) below), are stated at market value.
 
  The changes in value of the above securities are carried to income.
 
e. Land - business inventory
 
  The land is presented at cost which - in managements’ estimation - is lower than market value.
 
  According to the agreements for the purchase of land, the Company might pay additional costs of up to 90% of the net sale proceeds, see also note 8a(2).
 
f. Investments:
 
1)       Associated companies :
 
  (a) The investments in these companies are accounted for by the equity method. The balance of the investment as of December 31, 2003 is presented net of a provision for the impairment in value of an associated company, see j. below and note 3.
 
(b) The excess of cost of the investment in associated companies over the Company’s share in their equity in net assets at date of acquisition (“excess of cost of investment”) represents, in part, the amount attributed to land and buildings in certain companies and amounts not attributed to specific assets (goodwill) in other companies. The amount attributed to buildings is amortized in equal annual installments of 4% per year, while the amount attributed to goodwill is amortized in equal annual installments of 10% per year.

11



OPHIR HOLDINGS LTD.
NOTES TO FINANCIAL STATEMENTS (continued)
 

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

2)        Other companies
 
  The investments in the shares of these companies, including investments in quoted shares, which the Company intends to hold for a long period (“permanent investment”), are stated at cost (see also below), net of write-down for decrease in value which is not of a temporary nature.
 
  Investments in companies, which were accounted for by the equity method, was reclassified as an investments in other companies, since the Company no longer had a “significant influence”, are stated by the equity method as of the date of the reclassification.
 
g.     Fixed assets :
 
1) These assets are stated at cost.
 
2) Cost of fixed assets includes the Company’s share in a joint venture engaged solely in construction of a building and rental thereof.
 
3) Financial expenses in respect of loans and credit applied to finance the construction or acquisition of buildings - incurred until construction was completed - were charged to cost of the buildings.
 
4) The assets are depreciated by the straight-line method, on basis of their estimated
useful life. Annual rates of depreciation are 2% or 4%.
 
h.     Deferred income taxes:
 
1) Deferred taxes are computed in respect of differences between the amounts presented in these statements and those taken into account for tax purposes. As to the factors in respect of which deferred taxes have been included - see note 10b.
 
  Deferred tax balances are computed at the tax rate expected to be in effect at time of release to income from the deferred tax accounts. The amount of deferred taxes presented in the income statement reflects changes in the above balances during the year.
 
2) Taxes which would apply in the event of disposal of investments in subsidiaries and associated companies have not been taken into account in computing the deferred taxes, since as of the date of approval of these financial statements it is the Company’s policy to hold these investments, not to realize them.
 
i.     Revenue recognition
 
         Income from leasing of buildings is recognized on the accrual basis, in accordance with the terms of the agreements with tenants.

12



OPHIR HOLDINGS LTD.
NOTES TO FINANCIAL STATEMENTS (continued)
 

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

  j.     Impairment of assets :
 
  In February 2003, Accounting Standard No. 15 of the Israeli Accounting Standards Board - “Impairment of Assets”, became effective. This standard requires a periodic review to evaluate the need for a provision for the impairment of the Company’s non-monetary assets - fixed assets and identifiable intangibles, including goodwill, as well as investments in associated companies.
 
  The Company has opted for early adoption of the standard and accordingly, commencing from December 31, 2002, the Company assess’ - at each balance sheet date - whether any events have occurred or changes in circumstances have taken place, which might indicate that there has been an impairment of one or more of the abova assets. When such indicators of impairment are present, the Company evaluates whether the carrying value of the investment in the asset is recoverable from the cash flows anticipated from that asset, and, if necessary, records an impairment provision up to the amount needed to adjust carrying amount to the recoverable amount.
 
  The recoverable value of an asset is determined according to the higher of the net selling price of the asset or its value in use to the Company. The value in use is determined according to the present value of anticipated cash flows from the continued use of the asset, including those expected at the time of its future retirement and disposal.
 
  The impairment loss is carried directly to income. Where indicators are present that beneficial events have occurred or beneficial changes in circumstances have taken place, the impairment provision in respect of the asset (other than goodwill) may be cancelled or reduced in the future, so long as the recoverable value of the asset has increased, as a result of changes in the estimates previously employed in determining such value.
 
k.     Cash equivalents
 
  The Group considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal or use, to be cash equivalents.
 
l. Net income per NIS 1 of par value of ordinary shares
 
  The financial statements do not include data regarding net income per NIS 1 of par value of ordinary shares, since that data would not provide significant additional information to that otherwise provided by the financial statements.
 
m.    Format of income statements
 
  In view of the nature of the Company’s activities - holding of companies which operate in different fields - the Company is of the opinion that concentrated presentation of all revenue and gain items as a group, and of all expense and loss items in a separate group is more suitable to reflect its activities.

13



OPHIR HOLDINGS LTD.
NOTES TO FINANCIAL STATEMENTS (continued)
 

NOTE 1 - SIGNIFICANT