H. Naito Corporation

Selective Active Publicly-traded Companies, Considered Comparable-

Under S.I.C. Codes: 5331 (Variety Stores); 5399 (Misc. General

Merchandise Stores); and 5719 (Misc. Home Furnishings)

 

This case involved a multi-million dollar company engaged in commercial real estate development, ownership and management plus general merchandise importing and multiple retail operations in Portland Oregon.  It was a company formed by a grandfather to be used to support his family and subsequent generations.  The grandfather passed away leaving his "empire" to two sons who successfully ran the business until one subsequently died.  

The deceased son, who was the more dominant of the two brothers, left his equal interest in the company to his widow and three children.  They, who were at one time part of the company, along with their mother, subsequently brought an action against their "uncle" and his son for corporate mismanagement, waste plus what appeared to be a "squeeze" play for control by not paying dividends with which to supplement their "style of life." 

The plaintiffs rightfully claimed that the company had adequate resources with which to undertake a dividend policy and that certain members of their family were having to "force" sell their stock back to the company. Because of their own personal cash needs, with the uncle "low balling" their offers to sell/purchase and thus, providing the "uncle and his family" an ability to gain control of the Company over the "deceased" brother's family.

 

 Below is part of the comparable companies' analyses that EMCO/Hanover undertook to prove "mismanagement" and the company's ability to adequately pay and sustain a dividend policy.

 

                                                                           

Name of Company S.I.C. Code Exchange Listed

Trading
Symbol

Ames Department Stores Inc.

5331

NMS

AMES

Bed Bath & Beyond Inc.

5719

NMS

BBBY

Big Dog Holdings Inc.

5399

NMS

BDOG

Bombay Co. Inc.

5719

NYSE

BBA

Brookstone Inc.

5399

NMS

BKST

Caldor Corp.

5331

OTH

CLDRQ

Consolidated Stores Corp.

5331

NYSE

CNS

Cost U Less Inc.

5331

NMS

CULS

Cost Plus Inc.

5399

NMS

CPWM

Costco Cos. Inc.

5399

NMS

COST

Daiei Inc.

5331

NDQ

DAIEY

Dayton Hudson Corp.

5331

NYSE

DH

Dollar General Corp.

5331

NYSE

DG

Dollar Tree Stores Inc.

5331

NMS

DLTR

Family Bargain Corp.

5331

NDQ

FBAR

Fred S Inc.

5399

NMS

FRED

Fred Meyer Inc.

5311

NYSE

FMY

Garden Ridge Corp.

5719

NMS

GRDG

Homebase Inc.

5399

NYSE

HBI

Lechters Inc.

5719

NMS

LECH

Linens N Things

5719

NYSE

LIN

Mazel Stores Inc.

5399

NMS

MAZL

Odd S N End S Inc.

5331

OTH

ODDE

Rose S Holdings Inc.

5331

OTH

RSES

Service Merchandise Co. Inc.

5399

NYSE

SME

Solo Serve Corp.

5331

OTH

SOLO

Stein Mart Inc.

5399

NMS

SMRT

Strouds Inc.

5719

NMS

STRO

Three D Departments Inc.

5719

OTH

TDDB

Value City Dept. Stores Inc.

5331

NYSE

VCD

Welcome Home Inc.

5719

OTH

WELC

Williams Sonoma

5719

NYSE

WSM

Restoration Hardware Inc.

5719

NMS

RSTO

99 Cents Only Stores

5331

NYSE

NDN

 

  H. Naito Corporation (“Naito”)

Three key financial ratios: dividend capacity  tests

(Proforma at June 30, 1999)

 

Conclusion: No matter how one “conseratively” analyzes the proforma financial statements for Naito at June 30, 1999 there is minimally $3.8 million available for dividend distribution.

 

Interest Burden Coverage: using 2:1 “conservative” standard

 

          Earnings Before Taxes                             $  4,181,870

          Interest (“I”)                                                 4,018,304

          Depreciation                                                 3,665,260

 

                 Sub-total                                            $11,865,434

          Less: “I” x 2     ($ 4,018,304 x 2)              (  8,036,608)

 

                 Available for Dividends                     $  3,829,824

 

Cash Flow Coverage: using 1:5 “conservative” standard

 

          Earnings After Taxes                                $  3,822,226

          Plus: Depreciation                                         3,665,260

          Less: Additions to Property                          (2,303,473)

 

                 Sub-total                                             $  5,184,013

          Less: Net Borrowings Repayment

                 ( $ 682,896 x 1.5)                                  (1,024,344)

 

                  Available for Dividends                    $   4,159,669

 

Total Liquid Assets to Current Liabilities: using 2:1 “conservative” standard

 

           Cash                                                         $  10,257,321

           Accounts Receivables - net                           2,349,092

 

                   Sub-total                                          $   12,606,413

           Less: Total Current Liabilities x 2*

                   ( $ 2,091,061 x 2)                                  (4,182,122)

 

                    Available for Dividends                 $      8,424,291

 

 

 

* “2” is more than “conservative when compared to a “normal”  60-day working capital, coverage ratio when one calculates Account Payable Days, including Accrued Expenses, in terms of Costs of Goods Sold and Operating Expenses since one is dealing with a combination of a real estate and retail operating company :  ($  684,696 + $ 243,696 +    $ 273,800) divided by ($ 8,787,192 + $ 14,810,753) =.051 x 365 = 18.615 days versus the 60-day standard used above.