Nathan P. and Geraldine V. Morton - Page 27

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             newly opened stores would generate revenues of $25                       
             million per year, while mature stores would generate                     
             $35 million.  Additionally, Mr. Conklin assumed that                     
             SWI's gross profit margin would grow by 0.3 percent each                 
             year, reaching an "industry norm" of 13 percent of sales                 
             by 1999 to reflect improved management and economies of                  
             scale.                                                                   
                  Mr. Conklin next reduced SWI's estimated total sales                
             by operating, pre-opening, capital, interest, tax, and                   
             other expenses to arrive at a projected net income for                   
             each year.  In calculating the amount of such expenses,                  
             Mr. Conklin assumed that beginning operating expenses for                
             each store would equal 8.8 percent of net sales, and that                
             this figure would decrease by 0.1 percent per year over a                
             9-year period (beginning the second year) to reach a                     
             minimum ratio of 8.0 percent.  He also assumed that                      
             each new store opening required capital expenditures of                  
             $1 million and pre-opening expenditures of $400,000.                     
                  Mr. Conklin next estimated SWI's "debt-free residual                
             cash flow" for each year.  He calculated this figure by                  
             reducing net income by "incremental working capital",                    
             which he described as the amount of working capital                      
             required to support accounts receivables and inventory.                  
             Mr. Conklin assumed that this figure for each year would                 
             equal 7 percent of the increase in sales over the                        




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