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Report Date : |
08.04.2014 |
IDENTIFICATION DETAILS
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Name : |
NAAMAN GROUP (N.V.) LTD. |
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Formerly Known As : |
NAAMAN PORCELAIN LTD. |
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Registered Office : |
26 Harav Shalom Shabazi Street,
Rosh Ha'ayin 4802126 |
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Country : |
Israel |
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Financials (as on) : |
31.12.2013 (Consolidated) |
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Year of Establishments: |
1945 |
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Com. Reg. No.: |
52-004438-9 |
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Legal Form : |
Public Limited Liability Company |
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Line of Business : |
· Importers, marketers, wholesale distributors, and retailers of household goods, kitchenware and giftware (kitchen utensils, cutlery, dinner sets.). Subject also import porcelain items, on which they perform
printing decoration works, i.e. graphic design and decals printing. Subject operates a retail chain, with 65 retail stores
under the name "Naaman" (most of merged
subsidiary SHESHET HOUSEHOLD stores were converted into "Naaman" stores). manufacturers (via subcontractors),
importers and marketers of home textile products and related items. |
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No. of Employees |
595 employees (divided: 307 in Household, 288 in Home Textile). |
RATING & COMMENTS
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MIRA’s Rating : |
B |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
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Status : |
Moderate |
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Payment Behaviour : |
No Complaints |
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Litigation : |
Clear |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – december 01, 2013
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Country Name |
Previous Rating (30.09.2013) |
Current Rating (01.12.2013) |
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Israel |
A2 |
A2 |
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Risk Category |
ECGC
Classification |
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Insignificant |
A1 |
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Low |
A2 |
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Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
ISRAEL ECONOMIC OVERVIEW
Israel has a technologically advanced market economy. Its major imports include crude oil, grains, raw materials, and military equipment. Cut diamonds, high-technology equipment, and pharmaceuticals are among the leading exports. Israel usually posts sizable trade deficits, which are covered by tourism and other service exports, as well as significant foreign investment inflows. The global financial crisis of 2008-09 spurred a brief recession in Israel, but the country entered the crisis with solid fundamentals - following years of prudent fiscal policy and a resilient banking sector. The economy has recovered better than most advanced, comparably sized economies. In 2010, Israel formally acceded to the OECD. Israel's economy also has weathered the Arab Spring because strong trade ties outside the Middle East have insulated the economy from spillover effects. Natural gasfields discovered off Israel's coast since 2011 have brightened Israel's energy security outlook. The Leviathan field was one of the world's largest offshore natural gas finds this past decade, and production from the Tamar field started meeting all of Israel's natural gas demand in 2013. In mid-2011, public protests arose around income inequality and rising housing and commodity prices. The government formed committees to address some of the grievances but has maintained that it will not engage in deficit spending to satisfy populist demands. In May 2013 the Israeli government, in a politically difficult process, passed an austerity budget to reign in the deficit and restore confidence in the government’s fiscal position.
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Source
: CIA |
NAAMAN GROUP (N.V.) LTD.
Telephone 972 73 211 15 00 /211 17 09
Fax 972 73 211 15 50
26 Harav Shalom Shabazi Street
ROSH HA'AYIN 4802126 ISRAEL
Originally incorporated
as a private limited company, registered as such as per file No. 51-061678-2 on
the 30.07.1972, continuing activities originally founded in 1945 in Kibbutz Kfar Masaryk.
Originally registered under the name RESINES
AND POLYMERS 1972 LTD., which changed to RAMY CERAMICS INDUSTRIES LTD. on
06.03.1989, then changed to RESINES AND POLYMERS (K.T.) LTD. on 16.01.1991,
which changed to NAAMAN PORCELAIN LTD. on the 13.03.1993 and finally changed to
the present name on the 26.02.2013.
In early 1993 subject
took over the activities of one of the plants of KOOR CERAMIC WORKS LTD. (of
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 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 company and registered as such as per file No.
52-004438-9 on the 21.11.1999, issuing its shares for trading on the Tel Aviv
Stock Exchange (TASE), raising NIS 29.6 million from the public.
On the 30.12.2013
WARDINON TEXTILE LTD. was merged into subject, and on the 01.07.2013 SHESHET
HOUSHOLD CHAIN STORES LTD. was also merged into subject (both were fully owned
subsidiaries).
Authorized share capital NIS 20,000,000.00, divided
into -
20,000,000 ordinary shares of
NIS 1.00 each,
of which
18,781,011 shares amounting to NIS 18,781,011.00 were issued.
1. BEE GROUP RETAIL LTD., 77.5%, fully owned by ALON BLUE SQUARE ISRAEL LTD.
(BSI), a public limited company traded on TASE and New York Stock
Exchange (symbol BSI), controlled (72.7%) by ALON ISRAEL OIL CO. LTD.
(in chaining), controlled by (some 53%)
Attorney Shraga Biran &
Family and David (Dudi) Weissman
(chiefly via BEILSOL INVESTMENTS (1987) LTD.) and by (some 47%) the Collective
acquisition entities of Kibbutzim in Israel, represented by DELEK HOLDINGS
(ESTABLISHED BY THE KIBBUTZ ORGANIZATIONS) LTD.,
2. MEITAV D.S. HOLDINGS LTD.,
11.3%, institutional investor,
3. Shares are also traded on the Tel Aviv Stock
Exchange (TASE).
In October 2007,
BSI completed deals via BEE GROUP RETAIL for the acquisition of 51.5% of
subject's shares from Roy Gil, Eitan Eldar, Israel Mayo and Strauss family, in consideration of
NIS 97 million.
1. Shlomo
Zohar, Chairman,
2. Ms. Limor Ganot,
3. Yeshayahu Pery,
4. Ms. Kimberly Tara Shoham
Nir,
5. Ms. Michal Marom Brikman,
6. Ms. Vered Razavayo,
7. Motti Keren, General Manager of MEGA RETAIL.
Raviv Brookmayer.
Operating in 2 lines of activity:
1. Household items:
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.
Subject operates a
retail chain, with 65 retail stores under the name "Naaman"
(most of merged subsidiary SHESHET HOUSEHOLDstores
were converted into "Naaman" stores). This
segment was 62.6% of 2013 sales.
Also operating
some 200 points of sale in MEGA RETAIL's
supermarkets.
2. Home textile items:
manufacturers (via subcontractors), importers and marketers of home textile
products and related items. Activity was assumed following the merging of fully
owned VARDINON. Operating 49 retail stores under the name "vardinon". This segment was 37.4% of 2013 sales.
Sales (besides
retail stores) are to local marketing chains and wholesalers, Institutional
markets (e.g. hotels, restaurants, banquet halls, catering companies,
enterprises, etc.), unions and Group’s own chain (incl. MEGA chain).
88% of purchase is
import, mostly (66%) from China.
Sole local
representatives of (among others): GRAUPERA, ECOGLASS, SIMPLY WHITE, PERFECTO,
ROBERTO BELLINI, GIROTTI, AETERNUM, BELLISSIMO, CONCORDE, PASABAHCE, OCEAN
CONNECTION.
Operating from
headquarters premises, rented from affiliated company BEE GROUP RETAIL, on an area of 2,275 sq. meters, in 26 Harav
Shalom Sabazi Street, Rosh Ha'ayin,
from BEE GROUP's logistics center, a 3-floor building on an area of
3,500 sq. meters, rented, in Rosh Ha'ayin Western
Industrial Zone, and from stores nationwide.and from
retail stores nationwide.
Subject left its premises in Har
Atzmon, Ramla.
Having 595
employees (divided: 307 in Household, 288 in Home Textile).
Consolidated B/S
shows:
NIS
(thousands)
31.12.2012 31.12.2013
ASSETS
Current assets
Cash and
cash equivalents 9,006 2,764
Customers 35,233 35,249
Other
debtors and affiliates 12,340 16,678
Other
assets 4,595 3,239
Stock 103,149 87,037
164,323 144,967
Non-current
assets
Fixed assets 17,632 22,196
Intangible assets 31,826 31,026
Other non-current assets 7,589 8,948
57,047 62,170
221,370 207,137
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LIABILITIES
Current liabilities 129,988 120,255
Long
term liabilities 30,253 22,954
Equity 61,129 63,928
221,370 207,137
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Current
market value US$ 14.1 million.
In 2005 subject offerred bonds and options to the
public thrugh the Stock Exchange, raising NIS 30 million.
In July 2013
subject reported it received waivers from banks regarding its financial
covenants. In August 2013 subject reported it does not meet one of the
covenants, however following the waivers, no immediate redemption of debt will be
required. Currently subject meets all its financial covenants.
In July 2013
subject reported that its credit line from Bank Hapoalim
increased to NIS 40 million (up from 30 million).
In October 2013
subject raised (by rights issuing) NIS 9.74 million.
There are 5 charges
for unlimited amounts registered on the company's assets, in favor of Bank Otsar Hahayal Ltd., Israel
Discount Bank Ltd., Bank Leumi Le'Israel Ltd. and Bank Hapoalim
Ltd. (last 4 charges placed May 2013, prior charge placed September 2008).
Consolidated
Statement of Income
NIS
(thousands)
Year
ended 31.12
2011 2012 2013
Sales 266,462 290,502 300,551
Gross profit 136,409 154,961 158,163
Operating income (loss) 8,196 7,251 (1,955)
Profit (loss) before taxes on income 2,178 1,598 (8,731)
Net income (loss) 1,962 811 (6,454)
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MILBO LTD., 100%,
import services for subject and others.
ALON BLUE SQUARE ISRAEL
LTD. (BSI), "grand" parent company, a holding company, current
market value US$ 260.2 million, holds the following subsidiaries:
BEE GROUP RETAIL LTD., 100%, BSI Group non-food retail arm.
DOCTOR BABY LTD.,
98.1%, owns 100% of DOCTOR BABY MARKETING & DISTRIBUTION 888 LTD.,
operating 17 branches
KFAR HASHA'ASHUIM MARKETING
LTD., 35%,
AM-PM LTD., supermarket chain,
specializing in the metro areas,
DINERS CLUB ISRAEL
LTD., 37% (further 25% also owned by the Group), credit card services
("Diners Club"),
BEE SQUARE REAL ESTATE LOGISTIC CENTER LTD.,
SQUARE REAL ESTATE RESIDENCE LTD.,
SQUARE REAL ESTATE TEL AVIV MARKET LTD.,
YOU LOYALTY PLAN
GP, 75%,
RADIO NON-STOP LTD., 26.4%, one of the well-known radio stations in Israel,
MEGA NOFESH YASHIR
LTD., 50%, tourism services,
ALON CELLULAR LTD. ("You Phone"), cellular operator and telecom
services,
DOR ALON HOLDINGS (2004) LTD.,
MEGA RETAIL LTD., operates the food sector of BSI Group, operating a supermarkets chain with
213 supermarkets, holds 51% of EDEN
BRIUT TEVA MARKET LTD. (Eden Nature Market), health & organic supermarket
chain (21 branches).
BLUE SQUARE REAL
ESTATE LTD. (BSRE), 74.71%, real estate holdings (including real estate
properties where the stores' chain operate from), publicly traded on TASE,
current market value US$ 475 million.
DOR-ALON ENERGY IN
ISRAEL (1988) LTD., 78.43%, oil and energy operations in Israel,
publicly traded on TASE, current market value US$ 141.2 million, owns:
DOR-ALON GAS TECHNOLOGY LTD., importers, marketers and suppliers of gas
and allied products and services.
DOR ALON RETAIL SITES MANAGEMENT LTD., managing Group's petrol stations and commercial activity of 206 petrol
stations and 215 convenient stores.
ALON” ISRAEL OIL COMPANY
LTD., roof
company of ALON ISRAELGroup, also controls (main
holdings, among many others):
· PIZZA HUT LLP, 100%, "Pizza Hut" restaurants concessionaires in Israel,
S.D.
LOOL FOOD (KFC), 70%, Kentucky Fried Chicken restaurants concessionaires in
Israel,
DERECH
ERETZ HIGHWAYS MANAGEMENT CORP. LTD., 20%, "cross-Israel" highway
operator (Highway #6), an electronic toll highway,
ALON USA ENERGY
INC., 67%,
publicly traded on the NYSE, current market value US$
1.05 billion, holding a refinery in Texas, USA, marketing petrol under "Fina" label to 1,300 petrol stations throughout the
USA and operates over 170 Seven / Eleven branches in the USA. (Owns ALON USA
PARTNERS, LP, a spin-off of the refinery activities, in IPO process on NYSE.
ALON GAS EXPLORATION LTD., 80.3%, publicly traded on TASE,
current market value US$ 301.9 million, deals (via DOR GAS PARTNERSHIP) in natural
gas and oil exploration and production.
According to our files:
Israel Discount
Bank Ltd., Hamoshavot Square Branch (No. 014), Tel
Aviv.
Since we could not speak to subject's officials, we could not confirm
a/m bank data.
As a/m, in August
2013 subject reported it did not meet on of its financial covenants.
Apart from that,
nothing unfavorable learned.
Subject is veteran
and a local well-known chain, among the leading in their field.
In October 2007, BEE GROUP RETAIL completed
deals for the acquisition of 51.5% of subject's shares from its controlling
shareholders for NIS 97 million.
In April 2007, BEE acquired around 86% of the "Vardinon"
retail chain for home textile goods, for NIS 37.427 million. VARDINON TEXTILE
(also known as WARDINON) activities were originally founded in the 1920s.
In January 2008,
as part of its expansion strategy and becoming BSI Group platform for the
household products activities, subject completed the acquisition of sister
companies from BEE GROUP RETAIL: (1) SHESHET HOUSHOLD CHAIN STORES (fully owned
by BEE) in a shares swap transaction, according to a company value of NIS 85
million. (2) All the shares (85%) in VARDINON TEXTILE LTD., for NIS 36.94 million
(shift finalized September 2008).
In February 2011 subject completed the
acquisition of the remaining shares of VARDINON for NIS 7.6 million,
and VARDINON, which was publicly traded, became a private company
ALON ISRAEL Group is a large leading concern. The National Kibbutzim Movement, one of its
owners, belongs to some 270 agricultural cooperative societies spread
nationwide. Dudi Weissman,
who heads the Group, is among the leading
businessmen in Israel.
ALON ISRAEL Group completed a strategic structural
change, according to which subject’s parent BSI Group became a roof holding company to the
supermarkets chain (via MEGA RETAIL, 2nd largest supermarket chain in Israel),
consumer goods retail (via 100% BEE GROUP RETAIL), real estate (via 78% BSRE) and oil/ energy operations
(via 80% DOR-ALON ENERGY IN ISRAEL).
Also as part of
the move, in October 2010 BSI Group
completed the move of reaching full ownership in BEE GROUP RETAIL: in 2005 it
acquired 50% in consideration of NIS 25 million, in April 2007 increased
holdings to 60%, in September 2008 reached 85% (acquiring 25% from Avi Katz and Ronen Levy, for NIS
35.4 million) and finally in October 2010 paid NIS 24.5 million for the
reminding 15% within 5 years. BEE GROUP RETAIL is one of the local largest
non-food retail chains and the largest franchise group in Israel.
ALON ISRAEL Group has been confronting major shocks in recent years, that emanate from its
wide expansion strategic moves along the last years (expanding to several
different markets – energy and fuel in Israel and the USA, real estate and
retail), for which it went through wide capital raising from the public. Due to
the global and local economic environment sales have been falling and market
value deteriorated, despite the reorganization scheme and attempts to save
costs by merging activities. By mid 2012 the Group reached a situation where it
has debts of over NIS 2 billion to bond holders (plus hundred millions to its
bankers, reaching debts of around NIS 3 billion), which it may find difficult
to pay apart from 2016. This means that for the next couple of years the
Group's situation seems fine, but for the longer term, it depends on recovery
in the markets, as well as the sales that should start arriving –from 2014-
from the natural gas drillings in which ALON ISRAEL Group has 4% stake.
As part of streamlining in the Group, VARDINON and SHESHET were merged into subject, and BSI
sold 65% of its holdings in KFAR HASHA'ASHUIM for NIS 26 million.
ALON ISRAEL intends to merge BEE GROUP into MEGA RETAIL, after
which subject will be MEGA RETAIL's subsidiary, and
all retail activities will operate via ALON's
logistic centers.
In 2000 subject acquired of one of its main rivals, MILBO LTD. for US$ 6
million. In 2002 all of MILBO LTD activities were merged with subject.
In
March 2014 subject reported that it meets the Stock Exchange 'Small
Corporation' status , which provides certain relives concerning CPA
declarations, subsidiary valuations and financial reportings, and more.
According
to Central Bureau of Statistics (CBS), import of consumer goods in 2013 marked a
2.2% increase continuing the rise of 1.9% in 2012 and 9.8% in 2011. Most of the
rise was in durable goods (4.1%), which comprising some 40% of the import
volume, while import in durable goods rose by mere 0.9% from 2012. Main rise
derived from import of Household Utensils in 2013 which rose by 2.5% from 2012,
summing up to NIS 2,546 million (in NIS terms, 9.5% in $ terms), after 1.7% in
2012.
From the CBS National Accounts for 2013, it
turns that expenditure by local households on private consumption grew by 3.7%
from 2012, after rising by 3.2% in 2012 and by 3.8% in 2011. Per-capita
expenditure increased in 2013 by 1.8%.
Consumption expenditure by households on
durable goods rose by 3.7% from 2012 (after remaining level in 2012 and rising
7.9% rise in 2011), although a breakdown shows that expenditure on furniture and jewelry rose by 3.5%, in contrast
to a 0.9% decrease in electric appliances and other equipment.
The local household
products market is considered highly competitive after reaching market
saturation. It includes household textile, tableware and kitchenware and
utensils, bath accessories and ornaments &decorative items, ceramic and
glass ware, etc. According to estimations, the local household products market
volume reaches NIS 2.5 – 3 billons annually (of which circa NIS 1 billion for
“home textile”), and includes retail, wholesale, institutional markets (Retail
chains capture 30% of the market share, specialization stores 20%, while the
institutional and workers unions sector has 50% share).
Notwithstanding the losses, considered good for Good
for trade engagements.
FOREIGN EXCHANGE RATES
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Currency |
Unit
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Indian Rupees |
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US Dollar |
1 |
Rs.59.95 |
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UK Pound |
1 |
Rs.99.36 |
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Euro |
1 |
Rs.82.15 |
INFORMATION DETAILS
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Analysis Done by
: |
SUB |
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Report Prepared
by : |
MNL |
RATING EXPLANATIONS
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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>86 |
Aaa |
Possesses an extremely sound financial base with the strongest
capability for timely payment of interest and principal sums |
Unlimited |
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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 |
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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 |
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41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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26-40 |
B |
Capability to overcome
financial difficulties seems comparatively below average. |
Small |
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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 |
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<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
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-- |
NB |
New Business |
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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%)
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.