MIRA INFORM REPORT

 

 

Report Date :

15.01.2008

 

IDENTIFICATION DETAILS

 

Name :

NAAMAN PORCELAIN LTD

 

 

Registered Office :

P. O. Box 2066, Har Atzmon Street Nesher Industrial Zone, Ramle 72100

 

 

Country :

Israel

 

 

Date of Incorporation :

30.07.1972

 

 

Legal Form :

Private Limited Company

 

 

Line of Business :

Importers, marketers, wholesale distributors, and retailers of household goods, kitchenware and giftware

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

US$ 3,000,000.

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 


name and address of the company

 

NAAMAN PORCELAIN LTD.

Telephone  972 8 918 88 88

Fax           972 8 918 88 89

P. O. Box 2066

Har Atzmon Street

Nesher Industrial Zone

RAMLE  72100 ISRAEL

 

 

HISTORY

 

 

Originally incorporated as a private limited company as per file No. 51-061678-2 on the 30.7.1972, under the name RESINES AND POLYMERS 1972 LTD., which changed to RAMY CERAMICS INDUSTRIES LTD. on 6.3.1989, then changed to RESINES AND POLYMERS (K.T.) LTD. on 16.1.1991, and finally changed to the present name on 13.3.1993.

 

The company continued activities originally founded in 1945 in Kibbutz Kfar Masaryk.

In early 1993 subject took over the activities of one of the plants of KOOR CERAMIC WORKS LTD. (of the KOOR Group) and resumed activities as manufacturers and marketers of porcelain and refractory kitchens products.

 

In January 1996 subject was acquired by M.Z.P.K. LTD. (later SAGIEL INVESTMENTS LTD.) from the KOOR Concern and in parallel to the acquisition, all subject’s activities in the field of manufacturing were sold to NAAMAN REFRACTORIES LTD. (later BARBOUR NAAMAN LTD., owned by different shareholders).

Subject converted into a public limited liability and registered as such as per file

No. 52-004438-9 on 21.11.1999.

 

In December 1999 issued its shares for trading on the Tel Aviv Stock Exchange, after raising NIS 29.6 million from the public.

 

 

SHARE CAPITAL

 

Authorized share capital NIS 20,000,000.00, divided into -20,000,000 ordinary shares of NIS 1.00 each, of which shares amounting to NIS 8,949,541.00 were issued.

 

 

SHAREHOLDERS

 

1.    BEE GROUP RETAIL LTD., 56.35%, subsidiary of BLUE SQUARE - ISRAEL LTD., 60% controlled by the ALON GROUP, controlled by Dudi Weissman,

2.    D.S. APEX HOLDINGS LTD., 18.89%, institutional investor,

3.    Shares are also traded on the Tel Aviv Stock Exchange.

 

In October 2007, BLUE SQUARE – ISRAEL, via subsidiary BEE GROUP RETAIL, completed deals for the acquisition of 51.5% of subject's shares from Roy Gil, Eitan Eldar, Israel Mayo, and the Strauss family, in consideration of

NIS 97 million.

 

 

 

DIRECTORS

 

1.    Avner Katz, Chairman,

2.    Ms. Limor Ganor,

3.    Dror Moran,

4.    Haim Aharon,

5.    Uri Falach,

6.    Ilan Buchris,

7.    Amir Tamari,

8.    Ms. Kimberly Tara Shoham Nir.

 

 

MANAGEMENT

 

1.    Itzhak Mayo, President,

2.    Israel Mayo, General Manager.

 

 

BUSINESS

 

Importers, marketers, wholesale distributors, and retailers of household goods, kitchenware and giftware (kitchen utensils, cutlery, dinner sets, etc.).

Also importers of porcelain items, on which they perform printing decoration works, i.e. graphic design and decals printing.

 

Sales are to 3 sectors:

1.    Leading local marketing chains and wholesalers (main client is sister company's chain store "Sheshet").

2.    Institutional markets (e.g. hotels, restaurants, banquet halls, catering companies, enterprises, etc.).

3.    Subject’s retail chain, which includes 17 stores.

 

Operating from a rented premises (offices, showroom, logistic center and warehouses), on an area of 15,500 sq. meters in Har Atzmon Street, Nesher Industrial Zone, Ramle, and from 17 stores nationwide.

 

Having 107 employees. Also using manpower services at peak seasons.

 

 

MEANS

Current market value US$ 28.4 million.

 

In 2005 subject offerred bonds and options to the public thrugh the Stock Exchange, raising NIS 30 million.

                                                                                                                      

 

 

Consolidated B/S shows

 

                                                                                                NIS (thousands)

                                                                                        31.12.2006       30.09.2007

ASSETS

Current assets

     Cash and cash equivalents                                              12,685                      152

     Customers                                                                     19,266                 33,120

     Other debtors                                                                   3,174                   9,669

     Stock                                                                           _27,074               _28,451

                                                                                          62,199                 71,392

 

Fixed assets                                                                         7,572                   7,939

Other assets                                                                     __4,456               __4,040

                                                                                          74,227                 83,371

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

 

LIABILITIES

Current liabilities                                                                  15,124                 28,912

Long term liabilities                                                              27,036                   8,045

Equity                                                                               _32,067               _46,414

                                                                                          74,227                 83,371

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

 

 

There are no charges registered on the company's assets.

 

 

ANNUAL SALES

                                                                                 Consolidated Statement of Income

                                                                                                   NIS (thousands)

                                                                                                Year ended 31.12

 

                                                                                         2004              2005                2006

Sales                                                                                83,993           101,169          116,844

 

Gross profit                                                                       38,950             48,130            55,485

 

Operating income                                                                9,446             15,982            19,388

 

Pre-tax income                                                                    3,840             12,461            16,767

 

Net income                                                                         5,650               8,663            11,583

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

 

                                                                                                 

 

Consolidated sales for the first 3 quarters of 2007 were NIS 104,601,000 (9% increase compared to the parallel period of 2006), making a gross profit of  NIS 51,581,000, an operating income of NIS 21,565,000 and a net income of  NIS 13,963,000.

 

OTHER COMPANIES

 

MILBO LTD., 100%, import services for subject and others.

Subject also holds the following non-active subsidiaries (100%, unless otherwise stated): NAAMAN SECURITIES LTD., AMBAT PLUS LTD., DROR INVESTMENTS LTD., TENE GUY INVESTMENTS LTD., BAYIT VEOD LTD., (75%).

 

BEE GROUP RETAIL LTD. (formerly HAMACHSAN HAMERKAZI KFAR HASHAASHUIM LTD.), the BLUE SQUARE Group non-food retail arm (baby products, clothes, games, health and beauty, etc.) – see more below.

 

BLUE SQUARE - ISRAEL LTD., a public limited liability company, shares of which are traded on the Tel Aviv Stock Exchange and the New York Stock Exchange, with current market value of US$ 571.7 million.

It is controlled (70.65%) by “ALON” ISRAEL OIL COMPANY LTD., controlled by businessmen Shraga Biran and David (Dudi) Weissman (jointly 40%), the National Kibbutzim Movement (34%) and the AFRICA ISRAEL Group (26%, controlled by businessman Lev Leviev).

The ALON Group also controls the DOR ALON ENERGY and ALON USA, operating in the energy fields, including petrol stations operation.

 

 

BANKERS

 

Israel Discount Bank Ltd., Hamoshavot Square Branch (No. 014), Tel Aviv.

 

 

CHARACTER AND REPUTATION

 

Nothing unfavorable learned.

 

Subject is veteran and a local well-known chain, among the leading in their field.

 

BLUE SQUARE-ISRAEL LTD. is a leading retailer in Israel. It is the second largest retail chain in Israel, with 182 supermarkets under different formats spread nationwide.

BEE GROUP RETAIL is one of the local largest non-food retail chains, with some 230 stores spread countrywide (partly operated by concessionaires), including "Kfar Hashaashuim" (toys and games chain, 74 stores), "Sheshet" (45 stores), "All in $1" (40 stores), "Vardinon" (home textile, 30 stores), "Rav-Kat" (babies products, 20 stores) and subject.

                                                       

In April 2000 subject completed the acquisition of one of its main rivals MILBO LTD., in consideration of US$ 6 million.

In June 2002 all of MILBO LTD activities (logistic, marketing, administration, offices and showrooms) were merged with subject.

 

In June 2007, subject and TIV TA'AM, local supermarket chain, acquired jointly 60% (equally split) of the DOMO retail chain for exclusive household products, in consideration of NIS 7 million. As part of the transaction, TIV TAAM received the option to acquire subject's shares in the deal (30%).

On 30.10.2007, the option was exercised.

 

In July 2007 BEE GROUP RETAIL LTD., 60% subsidiary of BLUE SQUARE,

signed an agreement to acquire the controlling interest of subject. The transaction has been completed. This was part of the BLUE SQUARE Group strategy of expansion into the Non-Food sector. Following the acquisition, BEE GROUP RETAIL holds (partially through franchisees) 234 retail outlets branches, with activities in the toy, houseware, gift, baby products, and textile sectors.

 

In December 2007, subject reported that as part of its expansion strategy, it is observing 2 possibilities:

1)    Acquiring sister company chain store SHESHET HOUSHOLD CHAIN STORES LTD. (fully owned by BEE GROUP RETAIL) in a shares swap transaction. SHESHET, also subject's client (20% of sales), are importers, marketers, distributors and retailers of household goods, giftware, small electrical appliances, home textile and camping products, operating the "Sheshet" chain store countrywide.

2)  Acquiring from parent BEE GROUP RETAIL all the shares of its subsidiary WARDINON TEXTILE LTD., a public company whose shares are also traded on the Tel Aviv Stock Exchange, market value US$ 11 million, importers, manufacturers, marketers and retailers of home textile.

 

 

SUMMARY

 

Good for trade engagements.

Maximum unsecured credit recommended US$ 3,000,000.

 

 

 

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