Consolidated Financial Results

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1 May 19, 2006 Consolidated Financial Results for the Year Ended March 31, 2006 Company name: C. Uyemura & Co., Ltd. Stock code: 4966 Stock Exchange listing: Osaka Securities Exchange, 2 nd Section Address: Osaka Prefecture URL: President: Hiroya Uyemura Contact: Yoshimi Nakagawa, Senior Managing Director Telephone: Board meeting for approving: May 19, 2006 Accounting Principle: Japanese GAAP 1. Financial Results (April 1, March 31, 2006) (1) Results of Operations (amounts rounded down to million yen) million yen Sales Operating income Ordinary profit YoY change (%) million yen YoY change (%) million yen YoY change (%) Year ended March , , , Year ended March , , , Net income Net income per share (basic) Net income per share (diluted) million yen YoY change (%) yen yen Year ended March ,429 (14.2) Year ended March , ROE Ordinary income to total assets Ordinary income to sales % % % Year ended March Year ended March Notes: 1. Equity in earnings (losses) of unconsolidated subsidiaries Year ended March 2006: 70 million yen Year ended March 2005: 12 million yen 2. Average number of shares outstanding on the consolidated basis Year ended March 2006: 9,860,533 shares Year ended March 2005: 9,864,539 shares 3. Changes in accounting principles applied: None 4. Each YoY change represents relevant change in percentage compared to the same period of the previous year. 1

2 (2) Financial Position Total assets Shareholders equity Shareholders equity ratio Shareholders equity per share million yen million yen % yen As of March 31, ,009 22, , As of March 31, ,965 18, , Note: Number of shares outstanding on the consolidated basis (shares) As of March 31, 2006: 9,858,212 shares As of March 31, 2005: 9,863,559 shares (3) Cash Flows Position Net cash provided by (used in) Cash and cash operating activities investing activities financing activities equivalents at end of year million yen million yen million yen million yen Year ended March ,843 (4,332) (756) 7,217 Year ended March ,098 (1,361) (630) 7,142 (4) The Scope of Consolidation and the Application of the Equity Method Consolidated subsidiaries: 9 Unconsolidated subsidiaries under equity method application: 2 Affiliates under equity method application: - (5) Changes in the Scope of Consolidation and Affiliates under the Equity Method Consolidated subsidiaries Newly added: - Excluded: - Affiliates under equity method application Newly added: - Excluded: - 2. Forecast for the Year Ending March 31, 2007 (April 1, March 31, 2007) Sales Ordinary profit Net income million yen million yen million yen Interim 21,090 3,225 2,255 Full year 42,304 6,046 4,016 Reference: Estimated net income per common share for the full year: yen Notes: These materials contain forward-looking statements and statements of this nature based on information current as of May 19, As such, these projections entail risks and uncertainties resulting from changes in the economic environment, the condition of competition and the exchange fluctuation. Readers should be aware that actual results and events might differ substantially from these projections. Please refer to page 8 of the attachment for further information concerning these forecasts. 2

3 1. Corporate Group Our group consists of C. Uyemura & Co., Ltd. and eleven subsidiaries which are engaged primarily in the surface finishing materials business (manufacture and marketing of plating chemicals; purchasing and marketing of industrial commodity chemicals and non-ferrous metals), the surface finishing machinery business (manufacture and marketing of surface finishing machinery as well as procurement and marketing of surface finishing machinery), the real estate rental business, and other businesses (plating job shop and royalties revenue). The nature of each business, the positioning of our company and related companies in each particular business, and segmentation of business by category are as follows. Category Major products and merchandise Companies Surface finishing materials business Surface finishing machinery business Real estate rental business Other businesses Plating chemicals for aluminum magnetic disks Plating chemicals for PWBs (printed wiring boards) Industrial commodity chemicals Non-ferrous metals, etc. Plating machinery for aluminum magnetic disks Plating machinery for PWBs, etc. Rental of office buildings and apartment houses Plating job shop Royalties revenue C. Uyemura & Co., Ltd. Uyemura International Corporation Uyemura International (Singapore) Pte., Ltd. Taiwan Uyemura Co., Ltd. Taiwan Uyemura Technology Co., Ltd. Uyemura (Malaysia) Sdn. Bhd. Uyemura-Solar Co., Ltd. Uyemura-Solar (Shenzhen) Co., Ltd. Uyemura (Shanghai) Co., Ltd. (Total 9 companies) C. Uyemura & Co., Ltd. Uyemura International Corporation Uyemura International (Singapore) Pte., Ltd. Taiwan Uyemura Co., Ltd. Taiwan Uyemura Technology Co., Ltd. Uyemura-Solar Co., Ltd. Uyemura-Solar (Shenzhen) Co., Ltd. Universal Environment Technology Company Limited (Total 8 companies) C. Uyemura & Co., Ltd. (Total 1 company) C. Uyemura & Co., Ltd. Uyemura International Corporation Sumix Corporation Sum Hitechs Co., Ltd. (Total 4 companies) The following chart depicts in visual form the business relationships outlined in the table above. 3

4 Products/Merchandise Products/Merchandise Materials and others Sumix Corporation (Japan) Plating job shop goods Domestic Users Products Sum Hitechs Co., Ltd. (Thailand) Plating job shop goods Products/Merchandise/Raw materials Uyemura International Corporation Products/ Merchandise Royalties (U.S.A.) Products/Merchandise Uyemura International (Singapore) Pte., Ltd. (Singapore) Merchandise Raw materials Products C. Uyemura & Co., Ltd. Raw materials Royalties Products/Merchandise/Raw materials Products/Materials/Royalties Products/Merchandise/Raw materials Uyemura (Malaysia) Sdn. Bhd. (Malaysia) Products/Merchandise /Raw materials Taiwan Uyemura Co., Ltd. (Taiwan) Products/Merchandise /Raw materials Taiwan Uyemura Technology Co., Ltd. (Taiwan) Products Products/ Merchandise Products/ Merchandise Products/ Merchandise Overseas Users Products/Merchandise Uyemura (Shanghai) Co., Ltd. (China) Merchandise Products/Merchandise Products/Materials/Royalties Products Uyemura-Solar Co., Ltd. (Hong Kong) Products *Uyemura-Solar (Shenzhen) Co., Ltd. (China) Merchandise *Universal Environment Technology Company Limited (China) Products Royalties Real Estate Rental Domestic Tenants Non-marked companies: *Marked subsidiaries: Consolidated subsidiaries (9 companies) Non-consolidated subsidiaries to which the equity method applies (2 companies) 4

5 2. Management Policies 1. Fundamental Management Policy and Challenges Our group (our company and consolidated subsidiaries) aims to grow along with customers, and this is reflected in our slogan Growing together with U, which also emphasizes our intent to carry out a coordinated business strategy on a consolidated basis. To achieve this goal, we want to leverage the comprehensive strength of our group by establishing a corporate structure that enables us to swiftly and efficiently meet our customers needs, and we will focus on providing both hard and soft surface finishing services through development of surface finishing technologies for the latest technology applications. Furthermore, through transparent management, it is an important policy of ours to contribute to society and return profits to shareholders. Based on these management principles, we are currently engaged in the following concrete initiatives: (1) Focusing on strategic group management - We intend to build a group-based global manufacturing, sales, and development network to maximize our group s comprehensive strengths, and to achieve flexible and efficient business management. (2) Centering management on the pursuit of customer satisfaction - We aim to encourage innovation at the factory level, enhance our overseas technology follow-up structure, and build a flexible organization that can swiftly meet customer s needs in any area. (3) Accelerating R&D - We are in an age where the ability to quickly provide products and technology to meet customer needs determines whether companies will survive or fail. As a result, we aim to anticipate customer needs in advance, and improve the speed and efficiency of R&D. (4) Modernizing to promote growth - We aim to convert our Hirakata factory, our new Taiwanese factory, and our new Shenzhen factory, into plants that can meet the quality requirements of high-tech applications. We also aim to improve their safety features and make them more environmentally friendly. (5) Focusing on the environment - Development of eco-friendly products - Work to introduce and disseminate superior domestic as well as overseas technologies and products - Improve environmental management (6) Promoting greater risk management - We intend to strengthen our compliance structure to better carry out our corporate social responsibilities, and we aim to establish a framework to prevent the leakage of corporate secrets as manufacturing and R&D operations globalize. 2. Profit Allocation Policy Regarding the appropriation of earnings, we consider it an important responsibility of management to continuously provide stable dividends to our shareholders. Internal reserves will be used to better our management position, and expand our business through greater facilities and enhanced R&D. 3. Policy Regarding a Reduction in the Minimum Number of Shares Required to Purchase Stock We are aware that reducing the minimum investment lot is an effective method to improve shareholding among individual investors, and an important capital policy as well. As such, the Board of Directors resolved on April 28, 2006 to reduce the minimum investment lot from 1,000 shares to 100 shares effective from July 3, 2006, to improve market liquidity and make our shares more accessible to individual investors. 5

6 4. Mid-Term to Long-Term Business Strategy We aim for continued growth in the 21 st century as a leading company in the surface finishing industry. With emphasis on greater selectivity, focus, and speed, we plan to aggressively develop new products, and increase our presence in new markets, particularly China. To reorganize our existing production structure, we will invest in new equipment to raise the safety and environmental standards of our Hirakata factory and make it more suitable for the production of high-quality, high-tech products. In our various business divisions, particularly the surface finishing machinery division, we plan to improve operational efficiency and thoroughly reduce costs. We plan to unify the entire Uyemura group, including consolidated subsidiaries, under one vision for the direction of our company, and to solve the various obstacles that lie before us. 5. Matters concerning the parent company There is nothing applicable. 3. Business Performance and Financial Condition I. Business Performance 1. Results Overview (1) Overall results Although surging crude oil and raw materials prices increased uncertainty over the outlook for the Japanese economy, the economy remained on a recovery path in the current fiscal year supported by private sector demand, as recovering corporate profits triggered greater capital spending and the improved employment environment lifted consumer spending. The electronics industry, the primary source of demand for our group's products, benefited from a recovery in demand for semiconductors and digital consumer electronics. In this business environment, we worked to meet the needs of customers shifting their manufacturing operations overseas, particularly to China, and we aggressively marketed particularly to the electronic components industry. Sales of plating chemicals for PWBs and IC package PWBs were particularly strong in Japan, China, and Taiwan. Sales in the current consolidated fiscal year were 39,627 million yen (an increase of 14.6% year-over-year), ordinary profit was 6,263 million yen (an increase of 33.2%), and net income was 2,429 million yen (a decline of 14.2%). Net income declined because of 1,153 million yen in tax penalties following receipt of an order to correct transfer price taxation on five years worth of product sales between our company and overseas subsidiaries. (2) Overview of results by segment and region 1) Rsults by segment Surface finishing materials business: Sales of our mainstay product of plating chemicals for PWBs and IC package PWBs were strong due to robust demand from the electronics industry, buoyed by strong semiconductor and digital consumer electronics demand, and the capture of new sources of demand. Sales of plating chemicals for aluminum magnetic disks were strong due to firm demand from car navigation and integrated copier applications. Lead-free solder plating chemicals, which we developed to meet environmental regulations, continued to contribute to earnings. Sales of industrial chemicals and non-ferrous metals increased on higher global nickel prices. As a result, sales in the surface finishing materials business increased 11.7% year-over-year to 29,772 million yen, and operating income increased 16.8% to 4,759 million yen. 6

7 Surface finishing machinery business: Operating income in the surface finishing machinery business improved substantially due to cost reductions, and an improved orders and sales environment thanks to a recovery in industry-wide capital spending. As a result, sales in the surface finishing machinery business increased 39.1% year-over-year to 6,371 million yen, and operating income increased 2,060.9% to 336 million yen. Real estate rental business: Sales increased 8.2% year-over-year to 753 million yen, and operating income 20.3% to 409 million yen, as occupancy rates improved and depreciation declined. Other businesses: Plating job shop sales and operating income were strong due to an increase in orders at our consolidated subsidiary in Thailand from the auto and consumer electronics industries. As a result, sales in the other businesses segment increased 10.2% year-over-year to 3,278 million yen, and operating income surged 48.8% to 492 million yen. 2) Results by region Japan: In the plating chemicals business, sales of plating chemicals for PWBs and IC package PWBs were strong. Regarding other plating chemicals, sales of lead-free solder plating chemicals, which we developed to meet new environmental regulations. In the machinery business, another earnings pillar, the order environment recovered due to a rebound in capital equipment investment in demand industries, although market prices remained in a downtrend. Sales in Japan increased 11.9% year-over-year to 28,554 million yen, and operating income increased 23.7% to 3,027 million yen. North America: We captured new demand for surface finishing materials (nickel and gold plating) due to aggressive marketing to potential customers particularly in the electronics industry, and because sales growth of plating chemicals for PWBs were particularly strong. Sales in North America increased 24.2% year-over-year to 2,417 million yen, and operating income increased 44.1% year-over-year to 73 million yen. Asia: Sales of plating chemicals for PWBs and IC package PWBs were firm in Taiwan and China. Also, we secured trading rights in eastern China by supporting the expansion of Taiwanese corporations into China. Sales in Asia increased 26.2% year-over-year to 12,603 million yen, and operating income 30.2% to 2,914 million yen. Please note that sales or value transfers generated between each segment are included in the above results for segment and region. 7

8 2. Forecast for the Fiscal Year Ending March 2007 We expect the economy to continue recovering due to rebounding corporate profits and increasing capital spending, but the employment situation and consumer spending have still yet to fully recover, and the overall outlook is unclear as a spike in crude oil and raw materials prices may significantly impact the economy. In response, we aim for continued growth in the 21st century, we will utilize the collective strength of our group in order to promote a system that will enable us to take immediate proactive measures in response to business globalization, and we will improve our competitive position by emphasizing innovation at the factory level. Regarding marketing and technological development, we intend to strengthen development and marketing for plating chemicals for PWBs (broadly defined to include thin film wiring development technology) and for conventional electroless nickel plating chemicals. Additionally, we intend to make our surface finishing machinery business more globally oriented, and to raise our market share in China. We are determined to expand our business and establish a long-term stable business platform through efficient resource utilization and swift decision-making. Additionally, we hope to contribute to a recycling society by aggressively developing and marketing eco-friendly products. Through these measures, we forecast sales of 42,304 million yen (an increase of 6.8% year-over-year), ordinary profit of 6,046 million yen (decrease of 3.5%), and net income of 4,016 million yen (an increase of 65.3%) for the consolidated fiscal year ending March II. Financial Position 1. Summary for the Fiscal Year Ended March 2006 As of Mar. 31, 2006 As of Mar. 31, 2005 Differences Net cash provided by operating activities 4,843,740 4,098, ,924 Net cash used in investing activities (4,332,807) (1,361,426) (2,971,381) Net cash used in financing activities (756,342) (630,466) (125,876) Effect of exchange rate changes on cash and cash equivalents 320,250 11, ,091 Increase (decrease) in cash and cash equivalents 74,840 2,118,081 (2,043,241) Cash and cash equivalents at the end of period 7,217,678 7,142,838 74,840 Cash flows from operating activities: Net cash provided by operating activities in the current fiscal year was 4,843 million yen (vs. 4,098 million yen in the previous fiscal year), an increase of 744 million yen year-over-year. This was due to net income before income taxes of 6,125 million yen (vs. 4,652 million yen in the previous fiscal year), and depreciation and amortization of 1,017 million yen (vs. 928 million yen in the previous fiscal year), although a 1,006 million yen increase in accounts receivable (vs. 1,111 million yen) and income taxes paid were 1,717 million yen (vs. 1,420 million yen in the previous fiscal year). Cash flows from investing activities: Net cash used in investing activities in the current fiscal year was 4,332 million yen (vs. 1,361 million yen in the previous fiscal year), an increase of 2,971 million yen year-over-year. This was mainly due to 613 million yen in proceeds from withdrawal of time deposits (vs. 2 million yen in the previous fiscal year), however, 3,820 million yen in payment for acquisition of tangible fixed assets (vs. 1,509 million yen in the previous fiscal year), including factory construction at Taiwan Uyemura Technology Co., Ltd., and equipment replacement at the Hirakata factory. Cash flows from financing activities: Net cash used in financing activities in the current fiscal year was 756 million yen (vs. 630 million yen in the previous fiscal year), an increase of 125 million yen year-over-year. The main items were 406 million yen in repayment for long-term loans payable (vs. 489 million yen), and 345 million yen in cash dividends paid (vs. 197 million yen). 8

9 As a result of the above activities, cash and cash equivalents at the end of the current fiscal year increased 74 million yen against the end of the previous fiscal year to 7,217 million yen. 2. The Following Table Illustrates the Historical Movements of Certain Cash Flow Indices FY3/02 FY3/03 FY3/04 FY3/05 FY3/06 Shareholders equity ratio 53.7% 56.0% 56.0% 57.3% 55.6% Shareholders equity ratio based on market prices 85.9% 66.9% 100.9% 96.0% 147.8% Debt to annual cash flow ratio 1.8 years 0.9 years 1.4 years 0.6 years 0.4 years Interest coverage ratio % Notes: Shareholders equity ratio: Shareholders equity / Total assets Shareholders equity ratio based on market prices: Market capitalization / Total assets Debt to annual cash flow: Interest-bearing liabilities / Operating cash flow Interest coverage ratio: Operating cash flow / Interest payments 1. These indices are calculated on a consolidated basis. 2. Market capitalization: Closing price of stock on the balance sheet date x Number of shares outstanding (deduction treasury stock) at the end of the current fiscal year on the balance sheet date. 3. Net cash provided by operating activities on the consolidated statement of cash flows is used as operating cash flow. Interest-bearing liabilities include all liabilities on the consolidated balance sheets that incur interest. Interest paid on the consolidated statement of cash flows is interest payments. III. Business risks We list below those risks that could impact our group s business development. Note that future risks are based on management s judgment as of the end of the fiscal year under review. (1) Technological innovation Our group s products are constantly impacted by technological innovation in demand industries. A reduction in the weight of surface finishing processes due to the development of new technologies, the adoption of new production methods, or the emergence of new competing products, could impact demand for our group s products. (2) Securing a stable supply of rare raw materials Some of our group s products use rare raw materials to maintain an advantage over competitors. Our group s competitiveness would be impacted if production of these rare raw materials were to be halted due to a change in strategy at raw materials makers, or legal restrictions, and we were unable to find suitable substitutes. (3) Restrictions on certain raw materials use The raw materials used in our products, or plated membrane applications using our group s products, may be restricted by some companies or the government for environmental reasons. This would impact our product sales. (4) Surging materials prices The price of all kinds of materials, including raw materials, continue to rise in large part to growth of the Chinese economy. We may not be able to increase our product prices were the price of mainstay raw materials used in our mainstay products to rise over a long period. This would impact the profitability of these products. (5) Foreign exchange rate fluctuation Some of our group s transactions, and assets and liabilities, are denominated in foreign currencies. Foreign exchange rate volatility could impact our group s earnings. We have tried to minimize foreign exchange risk by using foreign exchange futures contracts. However, it is not possible to completely eliminate foreign exchange risk. 9

10 4. Consolidated Financial Statements (1) Consolidated Balance Sheets Period As of March 31, 2006 As of March 31, 2005 Change Account Amount % Amount % Amount ASSETS I Current assets 24,350, ,751, ,599,687 Cash and deposits with banks 7,339,026 7,262,980 76,045 Notes and accounts receivable 12,832,256 11,306,510 1,525,746 Marketable securities 42,160 38,108 4,051 Inventories 3,229,613 2,663, ,201 Deferred tax assets - current 404, , ,201 Other current assets 545, , ,452 Allowance for doubtful accounts (42,917) (39,906) (3,011) II Fixed assets 15,658, ,214, ,444, Tangible fixed assets 12,115, ,183, ,931,210 Buildings and structures 6,423,980 4,795,402 1,628,578 Machinery and vehicles 2,044,544 1,258, ,821 Land 2,602,896 1,654, ,584 Construction in progress 222, ,006 (547,633) Other tangible fixed assets 821, , , Intangible assets 59, , , Investments and other assets 3,483, ,989, ,493,674 Investment securities 2,538,892 1,111,727 1,427,164 Long-term loans receivable 9,692 9,705 (12) Deferred tax assets non-current 32,005 20,742 11,263 Long-term deposits with banks 600, , ,000 Other investments and other assets 367, ,723 (73,349) Allowance for doubtful accounts (64,307) (92,916) 28,608 Total Assets 40,009, ,965, ,044,078 Note: The amount less than a thousand yen are rounded down. 10

11 Period As of March 31, 2006 As of March 31, 2005 Change Account Amount % Amount % Amount LIABILITIES I Current liabilities 13,474, ,523, ,950,809 Notes and accounts payable 7,089,953 6,121, ,802 Short-term loans payable 1,298,176 1,227,713 70,462 Current portion of long-term loans payable 313, ,252 (33,440) Income taxes payable 2,257, ,898 1,503,319 Accrued bonuses 144, ,436 (184) Other current liabilities 2,370,690 1,928, ,850 II Long-term liabilities 3,026, ,616, ,185 Long-term loans payable 554, ,014 (267,312) Deposit received 569, ,649 (10,778) Allowance for employee retirement 355, ,669 (48,769) Deferred tax liabilities 1,498, , ,134 Amortization of consolidated goodwill 9,593 17,813 (8,220) Other long-term liabilities 37,412 43,281 (5,868) Total Liabilities 16,500, ,140, ,359,995 MINORITY INTERESTS Minority interests 1,278, , ,046 SHAREHOLDERS EQUITY I Common stock 1,336, ,336, II Capital surplus 1,644, ,644, III Retained earnings 18,242, ,214, ,027,936 IV Cumulative securities holding gain 877, , ,244 V Foreign currency translation adjustments 185, (631,159) (1.9) 816,537 VI Treasury stock (55,742) (0.1) (32,060) (0.1) (23,682) Total Shareholders Equity 22,230, ,891, ,339,036 Total Liabilities, Minority Interests and Shareholders Equity 40,009, ,965, ,044,078 Note: The amount less than a thousand yen are rounded down. 11

12 (2) Consolidated Statements of Income Period April 1, March 31, 2006 April 1, March 31, 2005 Change Account Amount % Amount % Amount I SALES 39,627, ,565, ,061,843 II Cost of goods sold 26,990, ,516, ,474,324 Gross profit 12,637, ,049, ,587,519 III Selling, general, and administrative expenses 6,639, ,286, ,978 OPERATING INCOME 5,997, ,763, ,234,540 IV Non-operating income 363, , ,052 Interests received 43,053 24,761 18,292 Dividends received 10,377 8,740 1,637 Exchange gains 155, ,626 Equity in earning of affiliates 70,967 12,481 58,485 Other non-operating income 83,069 55,058 28,011 V Non-operating expenses 97, , (65,879) Interest expenses 64,814 73,726 (8,912) Exchange losses - 55,536 (55,536) Other non-operating expenses 32,553 33,984 (1,431) ORDINARY PROFIT 6,263, ,701, ,562,473 VI Extraordinary income 13, , (22,605) VII Extraordinary loss 152, , ,238 Net income before income taxes 6,125, ,652, ,472,629 Income taxes - current 2,029, ,460, ,062 Income tax penalty 1,153, ,153,122 Income taxes - deferred 212, , ,708 Minority interests (subtraction) 300, , ,312 NET INCOME 2,429, ,832, (403,576) Note: The amount less than a thousand yen are rounded down. 12

13 (3) Consolidated Statements of Retained Earnings Period April 1, March 31, 2006 April 1, March 31, 2005 Account Amount Amount CAPITAL SURPLUS I Beginning balance of capital surplus 1,644,653 1,644,653 II Balance of capital surplus at end of period 1,644,653 1,644,653 RETAINED EARNINGS I Beginning balance of retained earnings 16,214,098 13,618,089 II Increase in retained earnings 2,429,381 2,832,958 Net income 2,429,381 2,832,958 III Decrease in retained earnings 401, ,948 Cash dividends 345, ,348 Directors bonuses 56,220 39,600 IV Balance of retained earnings at end of period 18,242,035 16,214,098 Note: The amount less than a thousand yen are rounded down. 13

14 (4) Consolidated Statements of Cash Flows Period April 1, March 31, 2006 April 1, March 31, 2005 Account Amount Amount I CASH FLOWS FROM OPERATING ACTIVITIES Net income before income taxes 6,125,280 4,652,651 Depreciation and amortization 1,017, ,441 Increase in allowance for doubtful accounts 1,994 17,756 Increase (decrease) in allowance for employee retirement (60,090) 77,120 Interests and dividends received (53,431) (33,501) Interest expenses 64,814 73,726 Gains on valuation of marketable securities (131) (2,986) Equity in earning of affiliates (70,967) (12,481) Losses on disposal and sales of tangible fixed assets 90,445 73,186 Increase in notes and accounts receivable (1,006,243) (1,111,619) Increase in inventories (351,596) (409,067) Increase in notes and accounts payable 716, ,596 Others 144, ,952 Directors bonuses (56,220) (39,600) Subtotal 6,561,917 5,552,175 Interests and dividends received 63,982 42,875 Interests paid (64,773) (75,373) Income taxes paid (1,717,387) (1,420,861) Net cash provided by operating activities 4,843,740 4,098,815 II CASH FLOWS FROM INVESTING ACTIVITIES Increase in time deposits (603,720) (916) Proceeds from withdrawal of time deposits 613,393 2,798 Increase in long-term deposits with banks (100,000) - Payment for acquisition of fixed assets (3,820,808) (1,509,511) Proceeds from sales of fixed assets 7,035 38,506 Payment for acquisition of investment securities (449,890) (7,863) Proceeds from redemption of investment securities - 107,754 Marketing loans receivable (16,489) (30,509) Collection of loans receivable 20,196 47,834 Others 17,476 (9,518) Net cash used in investing activities (4,332,807) (1,361,426) III CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans payable (6,406) (222,742) Proceed from long-term debt 100, ,000 Repayment for long-term loans payable (406,917) (489,271) Proceeds from payments by minority shareholders - 105,691 Payment for acquisition of treasury stock (23,682) (12,484) Cash dividends paid (345,224) (197,348) Payment for dividends to minority shareholders (74,111) (14,310) Net cash used in financing activities (756,342) (630,466) IV Effect of exchange rate changes on cash and cash equivalents 320,250 11,158 V Increase in cash and cash equivalents 74,840 2,118,081 VI Cash and cash equivalents at beginning of period 7,142,838 5,024,756 VII Cash and cash equivalents at end of period 7,217,678 7,142,838 Note: The amount less than a thousand yen are rounded down. 14

15 Basis for Presentation of the Consolidated Financial Statements 1. Scope of Consolidation The number of consolidated subsidiaries of C. Uyemura & Co., Ltd. (the Company ) is nine as follows: Sumix Corporation Uyemura International Corporation Taiwan Uyemura Co., Ltd. Taiwan Uyemura Technology Co., Ltd. Uyemura International (Singapore) Pte., Ltd. Uyemura (Malaysia) Sdn. Bhd. Uyemura-Solar Co., Ltd. Sum Hitechs Co., Ltd. Uyemura (Shanghai) Co., Ltd. 2. Application of Equity Method Equity method is applied to two unconsolidated subsidiaries. Uyemura-Solar (Shenzhen) Co., Ltd. Universal Environment Technology Company Limited. 3. Fiscal Year of Consolidated Subsidiaries At the consolidated subsidiaries except for Sumix Corporation, the fiscal year ends on December 31, which is within the range of three months from the date for consolidation closing. Therefore, the financial statements of the relevant consolidated subsidiaries as of their closing date are used herein with necessary adjustments applied for consolidation purposes regarding the important transactions that have occurred between the said the closing date, and the consolidation closing date, December 31 and the consolidated balance sheet date, March Accounting Standards (1) Valuation Standards and Method for Major Assets 1) Marketable securities Trading securities: Valued at the market price, cost of sales being determined by the moving average method. Other securities: Securities with market quotations: Valued at the market price, using a market value at the end of the period, differences in valuation to be included in shareholders equity, and cost being determined by the moving average method. Securities without market quotations: Valued at cost being determined by the moving average method. 2) Inventories Merchandise and raw material: Primarily valued at cost being determined by the periodic average method. Finished products and work in process: Plating chemicals: Primarily valued at cost being determined by the periodic average method. Surface finishing machinery: Primarily valued at cost being determined by the identified cost method. Supplies: Primarily valued at cost being determined by the periodic average method. (2) Depreciation Method for Major Assets Tangible fixed assets: The declining balance method is used in our company and domestic subsidiaries, while the straight-line method is used in overseas subsidiaries. (3) Recognition of Major Reserves 1) Allowance for doubtful accounts To prepare for credit losses on accounts receivable, allowances equal to the estimated amount of uncollectible receivables are accounted for based on historical write-off ratio for general receivables, and based on case-by-case determination of collectibility for bad receivables and claims in bankruptcy. 15

16 2) Accrued bonuses In our company and domestic subsidiaries, to prepare for the payment of bonus to employees, an allowance is accounted for a portion accrued for the period under review of the estimated amount of future payment. 3) Allowance for employee retirement To provide for retirement benefits to employees, allowance for employee retirement is determined based on the estimated retirement benefit obligations and pension assets at the end of the fiscal year under review. The actuarial difference is expensed in the following fiscal years using the straight-line method, based on the specified number of years (12 years) within the average length of remaining work period of employees. (4) Translation of the Important Assets or Liabilities in Foreign Currency into Japanese Currency The monetary assets and liabilities in foreign currency are translated into Japanese currency based on the spot exchange rate as of the closing date of the fiscal year under review, with the conversion difference to be accounted for as profit or loss. The assets and liabilities of overseas subsidiaries are translated into Japanese currency based on the spot exchange rate as of their closing date respectively, and revenue and expenses into Japanese currency based on the average conversion rate throughout the entire period, with the conversion difference to be accounted for so as to be included in the minority interests and exchange fluctuation account in the shareholders equity. (5) Significant Lease Transaction At our company and domestic subsidiaries, finance leases other than those wherein the ownership of the lease assets is deemed to be transferred to the lessees are accounted for by the method applicable to ordinary operating leases. At the overseas subsidiaries, the accounting method applicable to the ordinary sales transactions is mainly adopted. (6) Other Important Principles for Presentation of Consolidated Financial Statements Consumption taxes: All amounts stated are exclusive of consumption taxes. 5. Evaluation of Assets and Liabilities of Consolidated Subsidiaries The market price method is adopted fully for the evaluation of assets and liabilities of consolidated subsidiaries. 6. Amortization of Consolidated Goodwill Equal amortization over five years is adopted for amortization of consolidated goodwill. 7. Appropriation of Earnings The Consolidated Statements of Retained Earnings is prepared based on the appropriation of earnings as finalized in the current consolidation regarding the appropriation of earnings of consolidated companies. 8. Definition of Cash and Cash Equivalents in the Consolidated Statements of Cash Flows Cash and cash equivalents in the Consolidated Statements of Cash Flows is composed of 1) cash on hand, 2) bank deposit payable on demand, and 3) short-term investments readily redeemable within six months from the acquisition that has little risk on changes in valuation. Changes in Basis for Presentation of the Consolidated Financial Statements (Accounting for Impairment of Assets) Effective the current fiscal year, our company has adopted the new accounting standards for the presentation of the Impairment of Assets (Statement of Opinion, Accounting for Impairment of Fixed Assets, (Business Accounting Council; August 9, 2002) and the Accounting Standard Implementation No. 6: Guidance for Accounting Standards for Impairment of Fixed Assets, (ASBJ; October 31, 2003). The effect of this change on profit/loss is insignificant. 16

17 Notes to the Consolidated Financial Statements Consolidated Balance Sheets As of March 31, 2006 As of March 31, Accumulated depreciation of tangible fixed assets 11,470,183 10,639, Discounted export notes 43,175 46,359 Consolidated Statements of Income 1. Major items of extraordinary income April 1, March 31, 2006 April 1, March 31, 2005 Reversal of allowance for doubtful accounts 10,702 - Gains on sales of fixed assets 1,664 11,734 Gains on collection of written-off receivables 1,483 1,577 Insurance income - 23, Major items of extraordinary loss Losses on disposal and sales of fixed assets 92,109 84,921 Retirement allowance for directors 60,050 - Consolidated Statements of Cash Flows Reconciliation of the balance of cash and cash equivalents at the end of the fiscal year and the amount of each period stated in the consolidated balance sheets As of March 31, 2006 As of March 31, 2005 Cash and deposits with banks 7,339,026 7,262,980 Time deposits maturing with deposit period of more than 6 months (121,348) (120,142) Cash and cash equivalents 7,217,678 7,142,838 17

18 1. Segment Information (1) Segment Information by Business Category Current fiscal year (April 1, March 31, 2006) I. Sales and operating income Sales Surface Finishing Materials Surface Finishing Machinery Real Estate Rental Other Businesses Total Elimination or Corporate Consolidated (1) Sales to third parties 29,380,100 6,216, ,518 3,277,233 39,627,807-39,627,807 (2) Internal sales and transfers 392, ,367-1, ,712 [547,712] - Total 29,772,354 6,371, ,518 3,278,324 40,175,520 [547,712] 39,627,807 Operating expenses 25,012,450 6,035, ,123 2,785,894 34,177,657 [547,712] 33,629,945 Operating income 4,759, , , ,430 5,997,862-5,997,862 II. Assets, depreciation and capital expenditure Assets 23,848,675 4,296,499 2,509,870 3,104,089 33,759,134 6,250,067 40,009,201 Depreciation and amortization 588,202 47, , ,660 1,017,273-1,017,273 Capital expenditure 2,963, ,551 4, ,202 3,820,808-3,820,808 Previous fiscal year (April 1, March 31, 2005) Surface Finishing Materials Surface Finishing Machinery Real Estate Rental Other Businesses Total Elimination or Corporate Consolidated I. Sales and operating income Sales 26,331,085 4,567, ,709 2,970,943 34,565,964-34,565,964 (1) Sales to third parties (2) Internal sales and transfers 313,169 14,551-4, ,537 [332,537] - Total 26,644,254 4,581, ,709 2,975,759 34,898,501 [332,537] 34,565,964 Operating expenses 22,567,711 4,566, ,528 2,644,716 30,135,179 [332,537] 29,802,642 Operating income 4,076,542 15, , ,043 4,763,322-4,763,322 II. Assets, depreciation and capital expenditure Assets 18,575,614 3,280,178 2,659,429 2,808,061 27,323,284 5,641,838 32,965,122 Depreciation and amortization 485,574 34, , , , ,441 Capital expenditure 1,235, ,264 7,083 96,517 1,509,511-1,509,511 Notes: 1. Business categories are determined with the kinds and characteristics of products and merchandises taken into consideration. 2. Major products and merchandises in each business category (1) Surface finishing materials: Plating chemicals for aluminum magnetic disks and PWBs, industrial commodity chemicals and non-ferrous metals (2) Surface finishing machinery: Plating machinery for aluminum magnetic disks and PWBs (3) Real estate rental: Rental of office buildings and apartment houses (4) Other businesses: Plating job shops, royalties revenue 3. Assets non-attributable to a specific business category included in Assets under Eliminate or Corporate are 5,831,063 thousand yen as of March 31, 2005, and 6,483,942 thousand yen as of March 31, 2006, mainly composed of cash, investment securities and other long-term investments. 18

19 (2) Geographical Segment Information Current fiscal year (April 1, March 31, 2006) Japan North America Asia Total Elimination or Corporate Consolidated I. Sales and operating income Sales (1) Sales to third parties 24,903,848 2,417,807 12,306,151 39,627,807-39,627,807 (2) Internal sales and transfers 3,650, ,871 3,947,682 [3,947,682] - Total 28,554,659 2,417,807 12,603,022 43,575,490 [3,947,682] 39,627,807 Operating expenses 25,527,349 2,344,107 9,688,993 37,560,451 [3,930,506] 33,629,945 Operating income 3,027,310 73,699 2,914,028 6,015,038 [17,176] 5,997,862 II. Assets 19,545, ,545 13,896,649 34,434,583 5,574,618 40,009,201 Previous fiscal year (April 1, March 31, 2005) Japan North America Asia Total Elimination or Corporate Consolidated I. Sales and operating income Sales (1) Sales to third parties 22,643,767 1,946,572 9,975,624 34,565,964-34,565,964 (2) Internal sales and transfers 2,875, ,186 2,890,121 [2,890,121] - Total 25,519,696 1,946,578 9,989,810 37,456,085 [2,890,121] 34,565,964 Operating expenses 23,071,950 1,895,423 7,751,823 32,719,197 [2,916,555] 29,802,642 Operating income 2,447,746 51,155 2,237,987 4,736,888 26,433 4,763,322 II. Assets 17,476, ,005 9,605,891 27,811,692 5,153,430 32,965,122 Notes: 1. Segmentation method of countries or regions and major countries or regions included in each segment (1) Segmentation method: Based on geographical proximity (2) Major countries or regions included in each segment North America: USA Asia: Taiwan, Singapore, Malaysia, China and Thailand 2. Assets non-attributable to a specific business category included in Assets under Eliminate or Corporate are 5,831,063 thousand yen as of March 31, 2005, and 6,483,942 thousand yen as of March 31, 2006, mainly composed of cash, investment securities and other long-term investments. 19

20 (3) Overseas Sales Current fiscal year (April 1, March 31, 2006) North America Asia Other regions Total I Overseas sales 2,373,843 14,987,574 59,759 17,421,178 II Consolidated sales ,627,807 III Share overseas sales in consolidated sales 6.0% 37.8% 0.2% 44.0% Previous fiscal year (April 1, March 31, 2005) North America Asia Other regions Total I Overseas sales 1,879,887 11,783,344 80,526 13,743,758 II Consolidated sales ,565,964 III Share overseas sales in consolidated sales 5.5% 34.1% 0.2% 39.8% Notes: 1. Segmentation method of countries or regions and major countries or regions included in each segment (1) Segmentation method: Based on geographical proximity (2) Major countries or regions included in each segment North America: USA Asia: Taiwan, Singapore, China, Korea, Thailand, Philippines, Malaysia and Indonesia Other Regions: Germany and New Zealand 2. Overseas sales consist of sales, excluding internal sales in the Group, from outside Japan at our company and consolidated subsidiaries. 20

21 2. Lease Transactions (1) Finance Leases other than those wherein the Ownership is Deemed to be Transferred to Lessees 1) Acquisition amount, accumulated depreciation and the balance of leased assets at the end of the fiscal year Machinery and vehicles Tools, equipment and furniture Acquisition costs As of March 31, 2006 As of March 31, 2005 Accumulated depreciation Net book value Acquisition costs Accumulated depreciation Net book value 121,244 61,680 59,563 89,492 44,076 45, ,113 70,585 41, , ,349 78,589 Software 8,257 5,370 2,886 8,257 3,718 4,538 Total 241, , , , , ,543 2) Future lease payments as of the end of the year As of March 31, 2006 As of March 31, 2005 Due within one year 70,776 58,352 Due after one year 36,420 76,040 Total 107, ,392 3) Lease payments, depreciation and interest equivalent As of March 31, 2006 As of March 31, 2005 Lease payments 60,126 73,818 Depreciation equivalents 56,095 69,936 Interest equivalents 2,786 3,257 4) Method of calculating depreciation and interest Depreciation is based on the straight-line method, assuming the lease period to be the useful life and no residual value. Interest represents the difference between the total lease payments and the acquisition cost equivalents, and is allocated for each fiscal year using the simple-interest method. (2) Future Lease Payments on Operating Lease Transactions As of March 31, 2006 As of Mar. 31, 2005 Due within one year 14,630 30,595 Due after one year 24,505 21,067 Total 39,136 51, Transaction with Related Parties There is nothing applicable. 21

22 4. Deferred Income Taxes 1. Significant components of deferred tax assets and liabilities As of Mar. 31, 2006 As of Mar. 31, 2005 Deferred tax assets (current) Unrealized income 82,940 85,409 Allowance for doubtful accounts 22,756 25,451 Accrued enterprise tax 163,183 42,659 Accrued bonuses 94,815 58,799 Others 40,941 17,114 Subtotal deferred tax assets (current) 404, ,435 Internal offset to deferred tax liabilities current - - Total deferred tax assets (current) 404, ,435 Deferred tax assets (non-current) Deficit carried forward 129, ,189 Allowance for employee retirement 121, ,273 Investment securities 150,388 38,199 Others 72,752 48,720 Subtotal deferred tax assets (non-current) 474, ,382 Valuation allowance (123,918) (266,189) Internal offset to deferred tax liabilities - non-current (318,142) (187,450) Total deferred tax assets (non-current) 32,005 20,742 Deferred tax liabilities (non-current) Undistributed earnings (1,158,725) (765,783) Investment securities (602,157) (134,317) Others (55,918) (35,873) Subtotal deferred tax liabilities (non-current) (1,816,801) (935,974) Internal offset to deferred tax assets non-current 318, ,450 Total deferred tax liabilities (non-current) (1,498,658) (748,524) 2. Significant components of differences between the statutory tax rate and effective tax rate Statutory tax rate 40.6% 40.6% Adjustments R&D tax credit (1.3)% (1.8)% Increase (decrease) in valuation allowance (1.4)% (2.4)% Investment tax credit (0.3)% (2.8)% Tax penalties on transfer pricing tax 17.1% - Others 0.7% 1.1% Effective tax rate 55.4% 34.6% 22

23 5. Marketable Securities FY3/06 (As of March 31, 2006) 1. Securities for Trade Purposes Stated 42,160 thousand yen on Consolidated Balance Sheets and its unrealized gain of 131 thousand yen on Consolidated Statements of Income. 2. Other Securities with Market Quotations Securities whose carrying value exceeds their acquisition cost Securities whose acquisition cost exceeds their carrying value Acquisition costs Carrying value Unrealized gain (loss) (1) Shares 354,829 1,764,428 1,409,598 (2) Bonds (3) Others 93, ,265 69,942 Subtotal 448,152 1,927,693 1,479,540 (1) Shares (2) Bonds (3) Others Subtotal Total 448,152 1,927,693 1,479, Major Securities without Market Quotations and the Amount Stated on Balance Sheets Carrying vague Unlisted shares 13,219 FY3/05 (As of March 31, 2005) 1. Securities for Trade Purposes Stated 38,108 thousand yen on Consolidated Balance Sheets and its unrealized gain of 2,986 thousand yen on Consolidated Statements of Income. 2. Other Securities with Market Quotations Securities whose carrying value exceeds their acquisition cost Securities whose acquisition cost exceeds their carrying value Acquisition costs Carrying value Unrealized gain (loss) (1) Shares 343, , ,935 (2) Bonds (3) Others 93, ,122 16,799 Subtotal 437,204 1,042, ,735 (1) Shares 2,449 2,359 (90) (2) Bonds (3) Others Subtotal 2,449 2,359 (90) Total 439,654 1,045, , Major Securities without Market Quotations and the amount stated on Balance Sheets Carrying vague Unlisted shares 13, Derivative Transactions There is nothing applicable. 23

24 7. Retirement Benefit 1. Retirement Benefit Plans Our company and the consolidated subsidiary in Japan adopt an eligible pension program of defined benefit plan entrusted to an outside third parity. Retirement lump sum program is also applicable to certain employees. Other than those programs, Welfare Pension Fund is adopted, too. Also, some overseas consolidated subsidiaries have adopted a pension system that complies with their country s social retirement benefit plan. 2. Retirement Benefit Obligations As of March 31, 2006 As of March 31, 2005 a) Retirement benefit obligation (1,633,929) (1,597,740) b) Plan assets at faire value 1,121, ,090 c) Retirement benefit obligation exceeds plan assets (a + b) (512,025) (643,650) d) Unrecognized actuarial gain or loss 156, ,980 e) Retirement befit obligation stated on consolidated balance sheet (c + d) (355,899) (404,669) 3. Retirement Benefit Expenses April 1, March 31, 2006 April 1, March 31, 2005 a) Service cost 244,084 90,170 b) Interest cost 18,797 18,422 c) Expected return on plan assets (8,263) (7,632) d) Amortization of actuarial differences 26,026 24,336 e) Contribution of governmental Welfare Pension Fund 111, ,023 f) Retirement benefit expenses (a + b + c + d + e) 391, , Assumptions used in accounting for the above plans As of March 31, 2006 As of March 31, 2005 a) Distribution of estimated retirement benefit obligations Straight-line Straight-line b) Discount rate 1.5% 1.5% c) Expected return on assets 1.0% 1.0% d) Amortization of actuarial differences 12 years 12 years 24

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