MIRA INFORM REPORT

 

 

Report Date :

01.02.2008

 

IDENTIFICATION DETAILS

 

Name :

ENERCO ENTERPRISES LTD.

 

 

Formerly Known As :

KATZENSTEIN ADLER & CO. INDUSTRIES (1975) LTD

 

 

Registered Office :

P.O. Box 1176 17 Haneviim Street, Industrial Zone, Ramat Hasharon 47279

 

 

Country :

Israel

 

 

Financials (as on) :

30.09.2007

 

 

Date of Incorporation :

1949

 

 

Legal Form :

Private Limited Company

 

 

Line of Business :

Designers, Manufacturers, Exporters and Marketers of Electrical Infrastructure Products

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

name & address of the company

 

ENERCO ENTERPRISES LTD.

Telephone  972 3 548 48 48

 Fax  972 3 540 80 01

P.O. Box 1176

 17 Haneviim Street,

Industrial Zone

RAMAT HASHARON 47279 ISRAEL

 

 

HISTORY

 

Originally established in 1949 as a non-registered business.

 

Converted into a private limited company and registered as such as per file No. 51-071562-1 on the 2.7.1975, under the name KATZENSTEIN ADLER & CO. INDUSTRIES (1975) LTD., which changed to KATZENSTEIN ADLER INDUSTRIES (1975) LTD. on the 18.1.1979

 

Converted into a public limited liability company and registered as such as per file No. 52-003354-9 on the 22.9.1982.

 

On the 30.9.1982 published a prospectus offering shares to the public. In 1989 company was taken over by ELCO LTD (presently ELCO HOLDINGS LTD.).

 

On the 14.11.1991, following the acquisition by ELECO Group (in 1989), name changed to ELCO INDUSTRIES (1975) LTD., which changed to ELCO INDUSTRIES LTD. on the 13.1.1994, and finally changed to the present name on 3.5.2004.

 

On 11.1.2005, following a successful tender offer, ELCO HOLDINGS LTD. reached full ownership in subject.

 

Following that, subject’s shares were de listed from the Tel Aviv Stock Exchange and subject became a private limited company (same latter registration number).

 

 

SHARE CAPITAL

 

Authorized share capital NIS 14,000,000.00, divided into - 14,000,000 ordinary shares of NIS 1.00 each, of which shares amounting to NIS 7,376,321.00 were issued.

 

 

SHAREHOLDERS

 

Subject is fully owned by ELCO CONTRACTING AND SERVICES (1973) LTD., a fully owned subsidiary of ELECTRA LTD., a public limited liability company whose shares are traded on the Tel Aviv Stock Exchange, controlled (69%) by ELCO HOLDINGS LTD., also a public limited liability company whose shares are traded on the Tel Aviv Stock Exchange, controlled (70%) by Gershon Selkind.

 

In May 2006, the deal in which ELCO HOLDINGS LTD. sold 100% of subject to its subsidiary ELECTRA LTD LTD. was completed. In consideration of the shares, ELCO HOLDINGS was allocated shares in ELECTRA in value of NIS 95 million as subject's company value, price based on the current market values.

 

 

DIRECTORS

 

1.     Michael Selkind, Co-General Manager of ELCO HOLDINGS,

2.     Itamar Deutscher, General Manager of ELECTRA,

3.     Itzhak Nissim, CFO of ELECTRA,

4.     Arie Haim.

 

 

GENERAL MANAGER

 

Eli Rothstein.

 

 

BUSINESS

 

An electro-mechanical company. Directly and through its subsidiaries, are designers, manufacturers, exporters and marketers of electrical infrastructure products for high, medium and low-voltage applications (transformers, power supplies, mobile sub-stations, electrical boards, installations, etc).

Subject provides all allied services for the products: planning, installation, maintenance, etc.

70% of sales are for export, mainly to the USA.

Also (through subsidiary) operate as agents, importers and marketers of electrical products and components (light bulbs, switching equipment, etc.).

Subject, and via subsidiary KATZENSTEIN ADLER & CO. LTD. are sole local agents of (main agencies):

MOLLER, ABB, NIEDAX, all of Germany,

AREVA, of France

ORMAZABAL, of Spain,

BARDUCT, of the UK,

PHILIPS LIGHTING, of the Netherlands.

 

Amongst clients: local municipalities, government institutions, INTEL ISRAEL, THE ISRAEL ELECTRIC CORP., ISRAEL CHEMICALS, Ministry of Defense, ELANAC (Germany), CON-EDISON (USA) and many more.

 

Operating from a plant in 17 Haneviim Street, Industrial Zone, Ramat Hasharon and from a facility and offices in 2 Hasadna Street, Industrial Zone, Ra'anana.

The ENERCO Group also operates from branches and facilities in the Barkan Industrial Zone, Jerusalem, Beer Sheva and Haifa.

 

Having over 400 employees in the ENERCO Group and over 12,000 employees in the whole ELCO Group.

 

 

MEANS

 

Financial data is included (since April 2006) in the consolidated B/S of parent company, ELECTRA LTD., which shows:

 

                                                                                                NIS (thousands)

                                                                                    31.12.2006                30.09.2007

ASSETS

Current Assets

     Cash and cash equivalents                                               408,832                      566,065

     Short term investments and loans                                     203,404                      477,192

     Customers                                                                      437,074                      537,145

     Other debtors                                                                   68,456                      136,369

     Income receivable from work orders                                   162,042                      182,352

     Stock and real estate inventory                                         278,854                      311,480

     Yielding property for realization                                     ________-                  __191,375

                                                                                       1,558,662                   2,401,978

 

Investments and long term receivables                                1,265,263                   1,675,280

Yielding properties (Israel and abroad)                                 3,918,895                   9,478,211

                                                                                       6,742,820                 13,555,469

                                                                                      ========               =========

 

LIABILITIES

Current liabilities                                                               1,431,072                   2,164,047

Long term loans for yielding properties                                2,450,672                   7,726,917

Long term liabilities                                                           1,190,433                   1,787,236

Equity

     Minority interests                                                            337,389                      471,673

     Shareholder's equity                                                     1,333,254                 _1,405,596

                                                                                       6,742,820                 13,555,469

                                                                                      ========               =========

 

 

ELECTRA current market value US$ 460.6 million.

                                                                           

Subject's consolidated B/S to the 31.12.2004 totaled NIS 276,463,000 (equity was NIS 174,285,000).

 

There are 3 charges for unlimited amounts registered on the company's assets (financial and fixed assets), in favor of Bank Leumi LeIsrael Ltd., Israel discount Bank Ltd. and The First International Bank of Israel Ltd.

 

ANNUAL SALES

                                                                               Consolidated Statement of Income

                                                                                             Year ended 31.12

                                                                                                NIS (thousands)

                                                                                  2002                2003                   2004

Revenues                                                                  322,946            312,323              307,219

 

Gross profit                                                                 58,691              59,796                51,805

 

Operating income                                                          1,249               9,545                 7,524

 

Pre-tax income (loss)                                                  (9,405)              15,567                 6,431

 

Net income (loss)                                                      (10,973)              10,273                 5,965

                                                                             =======           ======            =======

 

 

Subject 2005 revenues were around NIS 300,000,000, making with a net profit of  NIS 2,186,000.

Subject's parent ELCO CONTRACTING AND SERVICES (1973) LTD. ended 2006 with a net profit of NIS 21,022,000.

 

ELECTRA LTD. revenues from works execution, services and properties leasing:

Consolidated 2005 revenues were NIS 1,817,405,000, making a gross profit of NIS 283,144,000, an operating income of NIS 209,511,000 and a net income of NIS 139,945,000.

Consolidated 2006 revenues were NIS 2,181,314,000, making a gross profit of NIS 283,144,000, and a net income of NIS 350,514,000.

Consolidated first 9 months of 2007 revenues were NIS 2,290,300,000 (43% increase compared to the parallel period in 2006), making a gross profit of NIS 538,786,000, and a net income of NIS 103,288,000.

 

The 3 quarters significant increase in revenues emanates from the inclusion of ETCO NIGERIA since 1.5.2007 (see below regarding the acquisition), the large increase in the Group's real estate activities, as well as from subject's activities.

 

 

OTHER COMPANIES

 

Subject's subsidiaries (100%):

KATZENSTEIN ADLER & CO. LTD., dealing as:

1.    Agents, importers and marketers of electrical products and components.

2.    Designers, manufacturers and marketers of products in the electricity and electro-mechanics fields, e.g. electrical boards and installations.

K.A. ELECTRICAL EQUIPMENT LTD.

 

ELCO CONTRACTING AND SERVICES (1973) LTD., subject's parent

 

ELECTRA LTD., perform electro-mechanical projects and provide services for building facilities and infrastructure. The ELECTRA Group is operating as contractors, installers, marketers, exporters and service providers for air-conditioning systems, elevators and escalators, sanitation systems, electricity systems and electrical equipment, finishing construction works, lighting elements, etc. Among ELECTRA subsidiaries (all wholly owned subsidiaries unless otherwise stated):

KARIV - BUILDING SYSTEMS (TEL AVIV) LTD., industrials installations

ELECTRA REAL ESTATES LTD., 75%, a real estate company. Investors in yielding real estate and real estate projects in Israel and abroad. A public limited company, whose shares traded on the Tel Aviv Stock Exchange, current market value US$ 479.3 million.

ELECTRA FINANCE & INVESTMENTS LTD.

KADAR AIR-CONDITIONING SYSTEMS (1989) LTD.

ELECTRA INVESTMENTS (1998) LTD.

ELECTECH HOLDINGS B.V., Netherlands.

ARIEL PROPERTIES LTD., real estate management company.

ELECTRA PLASTICS LTD., 50%

TAL ELEVATORS (TEL AVIV) LTD.

ELECTRA METALS & ENGINEERING (T.A) LTD.

G.S.K.O. MARKETING CO. LTD.

A. HERTZ AIR CONDITIONING & COOLING ENGINEERING LTD.

STEINITZ LIGHTING ENGINEERING 1996 LTD.

ELECBEL N.V., Belgium, 90%

ELECTRA CONSTRUCTION LTD.,

DEVIS ENERGIEEN NV, electro-mechanical projects in Belgium and Germany, one of the largest companies in Belgium involved with planning and installing air conditioning, piping and infrastructure systems.

ETCO NIGERIA LTD., Nigeria.

 

ELECTRA is controlled by ELCO HOLDINGS LTD., also public limited liability companies whose shares are traded on the Tel Aviv Stock Exchange (current market value 390.7 million), and is controlled by Gershon Selkind. It also controls the under mentioned companies:

AMZ ELECTRICAL PRODUCTS MARKETING LTD., 100%, importers, operators of large domestic appliances retail chain.

ELCO MARKETING CHAINS LTD., 100%

ELECTRA CONSUMER PRODUCTS LTD., 78%, manufacturers, marketers and exporters of air-conditioners for residential use (89% of turnover) and central system units, gas ovens, solar collectors, and equipment for elevators.

And many more.

 

 

BANKERS

 

Bank Leumi LeIsrael Ltd., Central Branch (No. 800), Tel Aviv.

Bank Hapoalim Ltd., Central Branch (No. 600), Tel Aviv.

Israel Discount Bank Ltd., Main Branch (No. 010), Tel Aviv.

 

 

CHARACTER AND REPUTATION

 

Nothing unfavorable learned.

 

Despite our strenuous efforts, we were unable to speak with subject's officials as they were always too busy.

 

Subject is the only local manufacturer of large transformers for power plants in Israel, with installed base of 95%, and big rectifiers for the chemical industry.

Subject and the ELECTRA/ ELCO Groups are Israel’s largest group in the electro-mechanical field and a leading manufacturer and marketer of air-conditioning systems in Israel.

The ELECTRA Group is also one of Israel's largest companies dealing in real estate, mainly real estate properties, with operations in Israel and abroad.

 

In March 2003, it was reported that subject won a tender to supply transformers to the ISRAEL ELECTRICITY CORP., for a sum of NIS 114 million.

Among other contracts received during 2003: transformers to an American company, for a sum of US$ 3.2 million; a US$ 2 million deal to provide transformers to LCRA of the USA; a NIS 20 million tender to provide power systems to ELTA ELECTRONIC INDUSTRIES (of the ISRAEL AEROSPACE INDUSTRIES)

 

In December 2004, it was reported that subject won a NIS 34.3 million tender of ISRAEL ELECTRICITY CORP.

 

In November 2005, it was reported that subject will supply transformers worth of US$ 22 million to a subsidiary of CON-EDISON of the USA.

                                                                           

 

In May 2007, parent ELECTRA, via subsidiary O.T.S., acquired 85% of Nigerian electro-mechanical contractor ETCO NIGERIA LTD., in consideration of US$ 11.3 million. ETCO has 40 years reputation, with 1,000 employees in Nigeria and annual turnover of US$ 25 million.

 

In July 2007 subject's parent ELECTRA signed an agreement with Boaz Yona, who controls the HEFTSIBA Group, according to which ELECTRA will acquire 90% of HEFTSIBA HOUSING, who also controls 3 subsidiaries, public companies whose shares are traded on the Tel Aviv Stock Exchange, all in consideration of NIS 30.1 million. HEFTSIBA Group was considered the 3rd largest construction company in Israel, and a large client of the ELECTRA Group.

In the beginning of August 2007 (paralle to ELECTRA'a annoncement it is calling off the deal), came the collosal collapse of th HEFTSIBA Group, after it encounting grave financial difficulties, revealing total debts of over NIS 1 billion.

Following the collapse, ELECTRA included in their third quarter of 2007 reports, a provision for bad debts in total of NIS 169 million.

 

In December 2007, it was reported that subject won a NIS 56 million tender of ISRAEL ELECTRICITY CORP. for the design, manufacturing and supply of 2 giant transformers to the Haifa power station. The transformers scheduled to be supplied by 2009 and the ELECTRICITY CORP. has an option to increase the order with another transformer.

 

 

SUMMARY

 

Good for trade engagements and for credits of several US$ millions.

 

 

 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions