1. Basis of Preparation. 2. Summary of Significant Accounting Policies. Principles of consolidation. (a) Foreign currency translation.

Transcription

1 Nitta Corporation and Subsidiaries Notes to Consolidated Financial Statements March 31, 1. Basis of Preparation The accompanying consolidated financial statements of Nitta Corporation (the Company ) and consolidated subsidiaries are prepared on the basis of accounting principles generally accepted in Japan, which are different in certain respects as to the application and disclosure requirements of International Financial Reporting Standards, and are compiled from the consolidated financial statements prepared by the Company as required by the Securities and Exchange Law of Japan. In addition, the notes to the consolidated financial statements include information which is not required under accounting principles generally accepted in Japan but is presented herein as additional information. Certain amounts in the prior years financial statements have been reclassified to conform to the current year s presentation. These reclassifications had no effect on consolidated net income or shareholders equity. 2. Summary of Significant Accounting Policies (a) Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and all subsidiaries over which substantial control is exerted through either majority ownership of voting stock and/or by other means. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in affiliates (companies over which the Company has the ability to exercise significant influence) are stated at cost plus equity in their undistributed earnings or losses. Consolidated net income includes the Company s equity in the current net income or loss of such companies after the elimination of unrealized intercompany profits. All assets and liabilities of the subsidiaries are revalued on acquisition, if applicable, and the difference between the cost and the underlying net assets at the date of acquisition is amortized over a period of five years on a straightline basis. The balance sheet date of certain subsidiaries is December 31. Any significant differences in intercompany accounts and transactions arising from intervening intercompany transactions during the period from January 1 through March 31 have been adjusted, if necessary. (b) Foreign currency translation Foreign currency amounts are translated into yen at the rates of exchange in effect at the balance sheet date for current monetary assets and liabilities, and at their historical rates for other assets and liabilities. All revenues and expenses associated with foreign currencies are translated at the rates of exchange prevailing when such transactions were made. Gain or loss resulting from the translation of foreign currency transactions is credited or charged to income as incurred. Revenue and expense accounts of the overseas subsidiaries and their balance sheet accounts (except for shareholders equity) are translated into yen at the rates of exchange in effect at the balance sheet date. The components of shareholders equity are translated at their respective historical exchange rates. The Company has presented translation adjustments as a component of shareholders equity and minority interests in subsidiaries in its consolidated financial statements. (C) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, deposits with banks withdrawable on demand, and shortterm investments which are readily convertible to cash subject to an insignificant risk of any change in their value and which were purchased with an original maturity of three months or less. 2

2 Financial Section (d) Investments in securities Investments in securities are classified into three categories: trading securities, heldtomaturity debt securities or other securities. Trading securities are carried at fair value, and gain or loss, both realized and unrealized, is credited or charged to income. Heldtomaturity debt securities are carried at amortized cost. Marketable securities classified as other securities are carried at fair value with any changes in unrealized holding gain or loss, net of the applicable income taxes, reported as a separate component of shareholders equity. Cost of securities sold is determined by the moving average method. Nonmarketable securities classified as other securities are carried at cost based on the moving average method. (e) Inventories Inventories held by the Company and its subsidiaries, except for those held by Nitta Corporation of America, a U.S. subsidiary, are stated principally at cost determined by the average method. Inventories held by Nitta Corporation of America are stated at the lower of cost or market, cost being determined by the firstin, firstout method. (f) Property, plant and equipment Property, plant and equipment is stated on the basis of cost. The Company and its domestic subsidiaries calculate depreciation principally by the decliningbalance method over the useful lives of the respective assets, except for buildings acquired on or after April 1, 1998 which are depreciated by the straightline method over their respective useful lives. The overseas subsidiaries calculate depreciation principally by the straightline method over the estimated useful lives of the respective assets. The useful lives used in calculating depreciation are summarized as follows: Buildings and structures Machinery, equipment and vehicles Tools, furniture and fixtures 3 to 65 years (35 years on the average) 2 to 17 years (1 years on the average) 2 to 2 years (5 years on the average) (g) Intangible assets Intangible assets are stated at cost. Amortization is calculated by the straightline method over the useful lives of the respective assets, generally 5 to 1 years (5 years on the average). (h) Allowance for doubtful accounts The Company and its subsidiaries provide an allowance for doubtful accounts at the estimated aggregate amount of probable bad debts plus an amount calculated at a rate based on their historical experience. (i) Leases Noncancelable leases are accounted for as operating leases (whether such leases are classified as operating or finance leases) except that lease agreements which stipulate the transfer of ownership of the leased assets to the lessee are accounted for as finance leases. Certain overseas consolidated subsidiaries capitalize assets leased under finance leases in accordance with local accounting principles. 21

3 (j) Research and development costs and computer software Research and development costs are charged to income as incurred. Expenditures relating to the development of computer software intended for internal use are charged to income when incurred, except if they are deemed to contribute to the generation of future income or cost savings. Any such expenditures are capitalized as assets and are amortized by the straightline method over their estimated useful lives, generally a period of five years. (k) Accrued employees bonuses Accrued employees bonuses are accounted for at an estimated amount of the bonuses to be paid as allocated to the current fiscal year. (l) Allowance for loss on discontinued hotel operations During the year ended March 31, 23, the Company decided to discontinue its hotel operations. The Company provided an allowance at the amount of the expected loss on the sales of its hotel business facilities. (m) Allowance for loss on liquidation of a subsidiary A reserve for loss on the liquidation of a Turkish subsidiary, Nitta Rultrans Transmission, was provided at the amount of the aggregate anticipated expenses for the liquidation procedures and the related losses to be borne by the Company. (n) Allowance for loss on reconstruction of a Branch s building During the year ended March 31,, the Company decided to reconstruct the building occupied by its Tokyo Branch. The Company has provided an allowance at the amount of the anticipated loss on reconstruction. (o) Allowance for loss on sales of rental property During the year ended March 31,, the Company decided to sell certain rental property. The Company has provided an allowance at the amount of the anticipated loss on this sale. (p) Income taxes Deferred income taxes have been provided for temporary differences between the balances of assets and liabilities reported for financial purposes and the corresponding balances for tax reporting purposes. In accordance with a law on amendment of local laws and so forth, effective April 1, 24, business scale taxation went into effect. A domestic corporation with capital in excess of 1 million is subject to business scale taxation on the basis of the total amount of value added, the size of its capital and its taxable income. Based on the new accounting standard for business scale taxation, the Company and its domestic consolidated subsidiary have accounted for business scale taxation (with respect to value added and capital) as a component of selling, general and administrative expenses. Consequently, selling, general and administrative expenses for the year ended March 31, increased by 68 million (633 thousand) and income before income taxes and minority interests for the year ended March 31, decreased by 68 million (633 thousand). 22

4 Financial Section (q) Retirement benefits Accrued retirement benefits for employees are provided mainly at the retirement benefit obligation less the fair value of the pension plan assets, as adjusted for unrecognized actuarial gain or loss. The retirement benefit obligation is attributed to each period by the straightline method over the estimated remaining years of service of the eligible employees. Actuarial gain or loss is amortized in the year following the year in which the gain or loss is recognized, principally by the straightline method over 1 years, which is within the estimated average remaining years of service of the eligible employees. Prior service cost is charged to income when incurred. During the year ended March 31, 24, the Company introduced an executive officer system and established internal bylaws for the payment of retirement benefits to executive officers. The provision for retirement benefits for executive officers has been made at an estimated amount based on these internal bylaws. The provision for retirement benefits for executive officers, which is presented as a component of accrued retirement benefits to employees, amounted to 48 million (447 thousand) and 22 million at March 31, and 24, respectively. Directors and statutory auditors of the Company and the principal Nitta Group companies in Japan are customarily entitled to lumpsum payments under unfunded retirement benefit plans. The provision for retirement benefits for directors and statutory auditors has been made at estimated amounts based on each company s internal bylaws. (r) Appropriation of retained earnings Under the Commercial Code of Japan, the appropriation of retained earnings with respect to a given financial period is made by resolution of the shareholders at a general meeting held subsequent to the close of the financial period. The accounts for that period, therefore, do not reflect such appropriations. (See Note 15.) 3. U.S. Dollar Amounts The translation of yen amounts into U.S. dollar amounts is included solely for convenience, as a matter of arithmetic computation only, at the rate of = US1., the approximate rate of exchange in effect on March 31,. This translation should not be construed as a representation that yen have been, could have been, or could in the future be, converted into at the above or any other rate. 23

5 4. Investments in Securities Other securities with determinable market value at March 31, and 24 are summarized as follows: Securities whose carrying value exceeds their acquisition cost: Equity securities Securities whose carrying value does not exceed their acquisition cost: Equity securities Total Acquisition cost Carrying value 1, ,395 Unrealized gain (loss) 74 (2) 738 Acquisition cost Carrying value 1, ,815 Unrealized gain (loss) 1,33 (3) 1,3 Securities whose carrying value exceeds their acquisition cost: Equity securities Securities whose acquisition cost exceeds their carrying value: Equity securities Total Acquisition cost 5, ,118 Carrying value 12, ,99 Unrealized gain (loss) 6,891 (19) 6,872 The carrying value of investments in nonmarketable securities at March 31, and 24 was as follows: 24 Unlisted equity securities Financial bonds Unlisted foreign equity securities 76 Unlisted foreign debt securities Total , ,278 The redemption schedule at March 31, for securities with maturities is summarized as follows: Financial bonds Unlisted foreign debt securities Total Due in one year or less Due after one year through five years Due in one year or less Due after one year through five years

6 Financial Section 5. Inventories Inventories at March 31, and 24 were as follows: 24 Merchandise and finished goods Semifinished goods and work in process Raw materials and supplies 2, ,186 3,931 2, ,69 19,192 6,369 11,44 36,65 6. ShortTerm Bank Loans and LongTerm Debt Shortterm bank loans at March 31, and 24 represented notes payable and bank overdrafts at interest rates ranging from.58% to 5.% and from.56% to 7.21% per annum, respectively. Longterm debt at March 31, and 24 consisted of the following: 24 Unsecured loans from banks and insurance companies at rates from.45% to 1.85%, due through 27 Less current portion 1,646 (7) 946 1,816 (72) 1,96 15,327 (6,518) 8,89 The aggregate annual maturities of longterm debt subsequent to March 31, are summarized as follows: Year ending March 31, ,646 6,518 5,522 3,287 15, Research and Development Costs Research and development costs included in selling, general and administrative expenses for the years ended March 31, and 24 amounted to 1,475 million (13,735 thousand) and 1,19 million, respectively. 8. Income Taxes Income taxes applicable to the Company and its domestic subsidiaries comprise corporation, enterprise and inhabitants taxes which, in the aggregate, resulted in statutory tax rates of approximately 4.4% and 41.% for the years ended March 31, and 24, respectively. 25

7 A reconciliation of the statutory tax rates and the effective tax rates for the years ended March 31, and 24 as a percentage of income before income taxes and minority interests is presented as follows: Statutory tax rates Permanently nondeductible expenses Per capita portion of inhabitants taxes Unrecognized deferred tax assets relating to equity in earnings of affiliates Changes in valuation allowance Other Effective tax rates 4.4% (24.3) (2.) % % (21.) (3.9) (4.8) 13.5% The significant components of deferred tax assets and liabilities of the Company and its subsidiaries at March 31, and 24 are summarized as follows: 24 Deferred tax assets: Accrued retirement benefits to employees Accrued retirement benefits to directors and statutory auditors Accrued bonuses Unrealized intercompany profit on inventories Tax loss carryforwards Other Less valuation allowance Total deferred tax assets ,114 (186) 1, ,1 (272) 1,729 7,77 1,778 2,55 1,276 2,3 5,19 19,685 (1,732) 17,953 Deferred tax liabilities: Reserve for deferred capital gain on sales of property Net unrealized holding gain on securities Other Total deferred tax liabilities Net deferred tax assets (218) (298) (88) (64) 1,324 (229) (417) (84) (73) 999 (2,3) (2,775) (82) (5,625) 12,328 26

8 Financial Section 9. Leases The following pro forma amounts represent the acquisition costs, accumulated depreciation and the net book value of the property leased to the Company and its subsidiaries at March 31, and 24, which would have been reflected in the balance sheets if finance leases accounted for as operating leases had been capitalized: 24 Acquisition Accumulated Net book Acquisition Accumulated Net book costs depreciation value costs depreciation value Machinery, equipment and vehicles Tools, furniture and fixtures Intangible assets Machinery, equipment and vehicles Tools, furniture and fixtures Intangible assets Acquisition costs 2,738 3, ,937 Accumulated depreciation 1,71 1, ,417 Net book value 1,667 1, ,52 Lease payments relating to finance leases accounted for as operating leases, the corresponding depreciation expense equivalents calculated by the straightline method over the respective lease periods assuming a nil residual value, and interest expense equivalents for the years ended March 31, and 24 were as follows: Lease payments Depreciation expense equivalents Interest expense equivalents ,248 1, Future minimum payments (including the interest portion thereon) subsequent to March 31, under finance leases accounted for as operating leases are summarized as follows: Year ending March 31, and thereafter ,89 2,515 3,64 27

9 1. Retirement Benefits The Company and its domestic subsidiaries have defined benefit plans, i.e., welfare pension fund plans ( WPFP ), taxqualified pension plans and lumpsum payment plans, covering substantially all employees who are entitled to lumpsum or annuity payments, the amounts of which are determined principally based on points which are accumulated each year based on each employees position, length of service and certain other factors. The following table sets forth the funded and accrued status of the plans, and the amounts recognized in the consolidated balance sheets at March 31, and 24 for the Company s and its domestic subsidiaries defined benefit plans: 24 Retirement benefit obligation Plan assets at fair value Unfunded retirement benefit obligation Unrecognized actuarial loss Net retirement benefit obligation Prepaid pension cost Accrued retirement benefits (6,143) 3,575 (2,568) 514 (2,54) (24) (2,78) (5,935) 3,298 (2,637) 721 (1,916) (87) (2,3) (57,23) 33,29 (23,913) 4,786 (19,127) (223) (19,35) Certain subsidiaries have adopted simplified methods for calculating their accrued retirement benefits as permitted under the accounting standard for employees retirement benefits. On April 1, 24, the Company and certain domestic subsidiaries received approval from the Minister of Health, Labor and Welfare to change their welfare pension fund to a corporate pension fund under the law on defined benefit corporate pension plans. In connection with this change, the Company and certain domestic subsidiaries amended their defined benefit plans with the result that prior service cost (a reduction in the liability) of 545 million was recognized for the year ended March 31, 24. This was presented as reversal of accrued retirement benefits to employees, a component of other income, in the consolidated statements of income for the year ended March 31, 24. The components of retirement benefit expenses for the years ended March 31, and 24 are outlined as follows: 24 Service cost Interest cost Expected return on plan assets Amortization of prior service cost Amortization of unrecognized actuarial loss Other (6) (545) ,241 1, ,755 The retirement benefit expenses of certain subsidiaries which calculate these by simplified methods have been included in service cost in the above table. 28

10 Financial Section The assumptions used in accounting for the above retirement benefit plans were as follows: Discount rate Expected rates of return on plan assets Principally 2.% Principally.% 24 Principally 2.% Principally.27% 11. Shareholders Equity The Commercial Code of Japan (the Code ) provides that an amount equivalent to at least 1% of cash dividends paid and bonuses to directors and statutory auditors, and exactly 1% of interim cash dividends paid be appropriated to the legal reserve until the sum of additional paidin capital and the legal reserve equals 25% of stated capital. The Code provides that additional paidin capital and the legal reserve are not available for dividends, but may be used to reduce a capital deficit by resolution of the shareholders or may be capitalized by resolution of the Board of Directors. The Code also stipulates that, to the extent that the sum of the additional paidin capital account and the legal reserve exceeds 25% of the common stock account, the amount of any such excess is available for appropriation by resolution of the shareholders. Additional paidin capital and the legal reserve are included in capital surplus and retained earnings, respectively, in the accompanying consolidated balance sheets and statements of shareholders equity. The Company s legal reserve amounted to 53 million (4,683 thousand) at March 31, and 24. In accordance with the Code, a stock option plan for directors and certain employees of the Company and directors of certain subsidiaries was approved at the annual general meeting of the shareholders held on June 26, 23. Under the terms of this plan, 473, shares of common stock were granted at an exercise price of 929 per share, subject to adjustment for certain events including stock splits. The options become exercisable on August 1, and are scheduled to expire on July 31, 28. In accordance with the Code, a stock option plan for directors and certain employees of the Company and directors and certain employees of certain subsidiaries was approved at the annual general meeting of the shareholders held on June 25, 24. Under the terms of this plan, 479, shares of common stock were granted at an exercise price of 1,817 per share, subject to adjustment for certain events including stock splits. The options become exercisable on August 1, 26 and are scheduled to expire on July 31, Amounts per Share Amounts per share at March 31, and 24 and for the years then ended were as follows: Yen 24 Net income: Basic Diluted Net assets Cash dividends applicable to the year , , Basic net income per share is computed based on the net income available for distribution to shareholders of common stock and the weightedaverage number of shares of common stock outstanding during the year. Diluted net income per share is computed based on the net income available for distribution to the shareholders and the weightedaverage number of shares of common stock outstanding during 29

11 each year after giving effect to the dilutive potential of shares of common stock to be issued upon the exercise of stock options. Net assets per share are computed based on the net assets available for distribution to the shareholders and the number of shares of common stock outstanding at the year end. Cash dividends per share represent the cash dividends proposed by the Board of Directors as applicable to the respective years together with the interim cash dividends paid. 13. Derivatives (a) Derivative financial instruments The Company and its subsidiaries utilize forward foreign exchange contracts and interestrate swaps. (b) Policy on derivatives The Company and its subsidiaries utilize derivatives to hedge the risk of any significant fluctuation in foreign currency exchange rates and interest rates. As a matter of policy, derivatives transactions are not entered into for speculative trading purposes. (c) Types of risk inherent in derivatives transactions Forward foreign exchange contracts involve the risk of fluctuation in foreign currency exchange rates, and interestrate swaps involve the risk of fluctuation in interest rates. When entering into derivative transactions, the Company and its subsidiaries select as counterparties only Japanese banks with high credit ratings; accordingly, the risk of default by the counterparties is minimal. (d) Risk management for derivatives The Treasury Section of the Company s Accounting Department is responsible for making the arrangements for, and managing the risks inherent in, the derivatives positions of the Company and its subsidiaries. The Treasury Section reports each transaction involving derivatives to the related departments and officers, and they approve the transactions and determine the most appropriate hedging strategies. (e) Supplemental information on market value Contract value represents the nominal contract amounts or the notional principal amounts of transactions involving derivative financial instruments, and does not fully reflect the Company s and its subsidiaries risk inherent in their open derivatives positions. 3

12 Financial Section Interestrate swaps and the fair value of these transactions at March 31, and 24 are summarized as follows: Contract/ agreement value Fair value Unrealized loss Interestrate swaps (fixed/paid variable/received) 1,862 (9) (9) 24 Contract/ Unrealized Contract/ Unrealized agreement value Fair value loss agreement value Fair value loss Interestrate swaps (fixed/paid variable/received) 2 (1) (1) 8 (6) (6) 14. Segment Information The Company and its subsidiaries operate principally in three business segments: the industrial products business, the real estate business and other. The industrial products business includes principally the manufacture and sales of industrial belts, transmission belts, rubber products, air conditioning products, mechatronics sensor products and hydropressure and airpressure products. The real estate business includes principally the rental of land and buildings. Other businesses include principally the driving school business, the forestry business, restaurants and hotels, and the breeding of horses and cattle. The following tables present the business and geographic segment information and the overseas sales of the Company and its subsidiaries for the years ended March 31, and 24: Information by Business Segment I. Sales and operating income External sales Intersegment sales Total sales Operating expenses Operating income Year ended March 31, Industrial products Real estate Other Total 48,817 48,817 45,644 3, , ,749 1, , ,522 47,865 3,657 Eliminations and general corporate assets (264) (264) 1,12 (1,384) Consolidated 51,258 51,258 48,985 2,273 II. Assets, depreciation and capital expenditures Total assets Depreciation Capital expenditures 46,821 1, , , ,499 1,343 1,527 8, ,272 1,812 2,424 31

13 I. Sales and operating income External sales Intersegment sales Total sales Operating expenses Operating income Year ended March 31, 24 Industrial products Real estate Other Total 45,329 45,329 42,618 2, , ,932 1, , ,235 45,135 3,1 Eliminations and general corporate assets (151) (151) 1,199 (1,35) Consolidated 48,84 48,84 46,334 1,75 II. Assets, depreciation and capital expenditures Total assets Depreciation Capital expenditures 44,36 1, , , ,11 1, , ,61 57,668 1,812 1,971 I. Sales and operating income External sales Intersegment sales Total sales Operating expenses Operating income Year ended March 31, Industrial products Real estate Other Total 454, , ,3 29,547 7,3 1,62 8,92 6,248 2,654 15, ,286 14,434 1, ,37 2, , ,712 34,53 Eliminations and general corporate assets (2,458) (2,458) 1,429 (12,887) Consolidated 477,37 477,37 456,141 21,166 II. Assets, depreciation and capital expenditures Total assets Depreciation Capital expenditures 435,99 1,47 9,135 34,947 1,89 4,376 17, ,863 12,55 14,219 81,693 4,368 8,353 57,556 16,873 22,572 32

14 Financial Section Information by Geographic Area I. II. Sales and operating income External sales Intersegment sales Total sales Operating expenses Operating income Assets Japan 45,186 1,813 46,999 43,695 3,34 46,143 Asia 3, ,827 3, ,681 Year ended March 31, Europe and North America Total 2, ,63 2, ,87 51,258 2,631 53,889 5,247 3,642 53,911 Eliminations and general corporate assets (2,631) (2,631) (1,262) (1,369) 7,361 Consolidated 51,258 51,258 48,985 2,273 61,272 I. II. Sales and operating income External sales Intersegment sales Total sales Operating expenses Operating income Assets Japan 43,117 1,445 44,562 41,7 2,862 44,438 Asia 2, ,653 2, ,418 Year ended March 31, 24 Europe and North America Total 2, , 2, ,319 48,84 2,131 5,215 47,97 3,118 5,175 Eliminations and general corporate assets (2,131) (2,131) (763) (1,368) 7,493 Consolidated 48,84 48,84 46,334 1,75 57,668 I. II. Sales and operating income External sales Intersegment sales Total sales Operating expenses Operating income Assets Japan 42,765 16, ,647 46,882 3, ,677 Asia 28,932 6,75 35,637 33,42 2,217 43,589 Year ended March 31, Europe and North America Total 27, ,522 27, , ,37 24,499 51,86 467,893 33,913 52,11 Eliminations and general corporate assets (24,499) (24,499) (11,752) (12,747) 68,545 Consolidated 477,37 477,37 456,141 21,166 57,556 33

15 Overseas sales, which include export sales of the Company and its domestic subsidiaries and sales (other than exports to Japan) of the overseas subsidiaries, for the years ended March 31, and 24 are summarized as follows: Overseas sales Consolidated net sales Overseas sales as a percentage of consolidated net sales 4,233 2, % Year ended March 31, Europe and Asia North America Total 5.6% 7,17 51, % Overseas sales Consolidated net sales Overseas sales Consolidated net sales Overseas sales as a percentage of consolidated net sales 3,113 2, % 39,417 26,762 66, ,37 Year ended March 31, 24 Europe and Asia North America Total 6.% 5,971 48, % 15. Subsequent Event The following appropriation of retained earnings of the Company, which has not been reflected in the consolidated financial statements for the year ended March 31,, was approved at a shareholders meeting held on June 24, : Cash dividends (15. = U.S..14 per share) 438 4,84 34