e20vf
UNITED STATES
SECURITIES AND EXCHAGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended March 31, 2010 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) THE SECURITIES EXCHANGE ACT OF 1934 |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 000-12602
KABUSHIKI KAISHA MAKITA
(Exact name of registrant as specified in its charter)
MAKITA CORPORATION
(Translation of registrants name into English)
JAPAN
(Jurisdiction of incorporation or organization)
3-11-8, Sumiyoshi-cho, Anjo City, Aichi Prefecture, Japan
(Address of principal executive offices)
Minobu Kato, +81.566.97.1718, +81.566.98.6907, 3-11-8, Sumiyoshi-cho, Anjo City, Aichi, Japan
(Name, telephone, facsimile number and address of Company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of Class |
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Name of each exchange on which registered |
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*American Depositary Shares
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Nasdaq Global Select Market |
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**Common Stock |
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* American Depositary Receipts evidence American Depositary Shares, each American Depositary
Share representing one share of the registrants Common Stock.
** No par value. Not for trading, but only in connection with registration of American
Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report.
As of March 31, 2010, 137,760,402 shares of common stock were outstanding excluding 2,244,755
shares of Treasury stock represented by an aggregate of 3,896,087 American Depositary Shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.
þ Yes oNo
If this report is an annual or transition report, indicate by mark if the registrant in not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o Yes þ No
Note Checking the box above will not relieve any registrant required to the file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligation under
those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
o Yes þNo
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files).
Not Applicable
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o |
Indicate by check mark basis of accounting the registrant has used to prepare the financial
statements included in this filing:
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U.S.GAAP þ
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International Financial Reporting Standards
as issued by International Accounting Standards Boardo
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Othero |
If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
oItem17 oItem18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
o Yes þ No
Certain References and Information
As used in this annual report, the term FY preceding a year means the twelve-month period
ended March 31 of the year referred to. For example, FY2010 refers to the twelve-month period
ended March 31, 2010. All other references to years refer to the applicable calendar year. All
information contained in this annual report is as of March 31, 2010 unless otherwise specified.
In parts of this annual report, amounts reported in Japanese yen have been translated into
U.S. dollars for the convenience of readers. Unless otherwise noted, the rate used for this
translation was ¥93 = U.S.$1.00, the approximate exchange rate of the noon buying rate for Japanese
yen in New York City as certified for customs purposes by the Federal Reserve Bank of New York on
March 31, 2010. On June 25, 2010 the noon buying rate for Japanese yen cable transfer in New York
City as reported by the Federal Reserve Bank of New York was
¥89.35 = U.S.$1.00.
As used herein, the Company refers to Makita Corporation and Makita or Makita Group
refer to Makita Corporation and its consolidated subsidiaries unless the context otherwise
indicates.
Cautionary Statement with Respect to Forward-Looking Statements
This annual report contains forward-looking statements that are based on current
expectations, estimates, strategies and projections of the Companys management in light of the
information currently available to it. The Company and its representatives may, from time to time,
make written or verbal forward-looking statements, including statements contained in the Companys
filing with the Securities and Exchange Commission and in its reports to shareholders, with respect
to Makitas current plans, estimates, strategies and beliefs and other statements that are not
historical. Generally, the inclusion of the words plan, strategy, believe, expect,
intend, estimate, anticipate, will, may, might and similar expressions identify
statements that constitute forward-looking statements within the meaning of Section 27A of the
United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934 and that are intended to come within the safe
harbor protection provided by those sections.
All statements addressing operating performance, events, or developments that Makita expects
or anticipates to occur in the future, including statements relating to sales growth, earnings or
earnings per share growth, and market share, as well as statements expressing optimism or pessimism
about future operating results, are forward-looking statements. Makita undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. By their nature, all forward-looking statements involve risks and
uncertainties. Actual results may differ materially from those contemplated by the forward-looking
statements for a number of reasons.
Such risks and uncertainties are generally set forth in Item 3.D. Risk Factors of this Form
20-F include but are not limited to:
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The levels of construction activities and capital investments in Makitas markets |
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Fluctuations in currency exchange rates |
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Intense competition in the global power tools market for
professional-use |
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Makitas overseas activities and entry into overseas markets |
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Makitas inability to develop attractive products |
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Geographic concentration of Makitas main offices and facilities |
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Sharp rise in prices of raw materials or failure of Makita to procure necessary raw materials at an adequate price |
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Failure of Makitas suppliers to deliver materials or parts required for production as scheduled |
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Failure to maintain cooperative relationships with significant customers and reduction of purchase and sale of Makitas
products by significant customers |
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Failure to protect Makitas intellectual property rights or infringing intellectual property rights of third parties |
iii
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Product liability litigation or recalls |
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Fluctuations in stock market prices |
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Environmental or other government regulations |
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Effectiveness of Makitas internal control over financial reporting and the related attestation provided by Makitas
auditors |
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Halts or malfunctioning of Makitas operational network |
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Makitas ability to retain talented personnel |
The foregoing list is not exhaustive. There can be no assurance that Makita has correctly
identified and appropriately assessed all factors affecting its business or that the publicly
available and other information with respect to these matters is complete and correct.
Additional risks and uncertainties not presently known to Makita or that it currently
believes to be immaterial also may adversely impact Makita. Should any risks and uncertainties
develop into actual events, these developments could have material adverse effects on Makitas
business, financial condition and results of operations.
iv
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable
Item 2. Offer Statistics and Expected Timetable
Not applicable
Item 3. Key Information
A. Selected financial data
The following data for each of the five fiscal years ended March 31 have been derived from
Makitas audited consolidated financial statements. They should be read in conjunction with
Makitas audited consolidated balance sheets as of March 31, 2009 and 2010, the related
consolidated statements of income, changes in equity and cash flows for each of the three years
ended March 31, 2008, 2009 and 2010 and the notes thereto that appear elsewhere in this annual
report. Makitas consolidated financial statements were prepared in accordance with U.S. generally
accepted accounting principles, or U.S. GAAP, and were also included in its Japanese Securities
Reports filed with the Director of the Kanto Local Finance Bureau.
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Income Statement Data |
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Fiscal year ended March 31, |
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2006 |
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2007 |
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2008 |
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2009 |
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2010 |
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2010 |
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U.S. Dollars |
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Yen in millions |
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in thousands |
Net Sales |
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¥ |
229,075 |
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¥ |
279,933 |
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¥ |
342,577 |
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¥ |
294,034 |
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¥ |
245,823 |
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$ |
2,643,258 |
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Operating Income |
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45,778 |
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48,176 |
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67,031 |
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50,075 |
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30,390 |
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326,774 |
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Net Income |
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40,633 |
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37,371 |
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46,509 |
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33,712 |
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22,566 |
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242,645 |
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Net Income
attributable to
shareholders of the
Company |
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40,411 |
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36,971 |
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46,043 |
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33,286 |
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22,258 |
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239,333 |
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Yen |
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U.S. Dollars |
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Net Income per share
of Common stock and
per ADS :Basic |
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281.1 |
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257.3 |
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320.3 |
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236.9 |
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161.6 |
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1.74 |
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:Diluted |
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U.S. Dollars |
Balance Sheet Data |
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Yen in millions |
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in thousands |
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2006 |
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2007 |
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2008 |
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2009 |
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2010 |
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2010 |
Total Assets |
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¥ |
326,038 |
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¥ |
368,494 |
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¥ |
386,467 |
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¥ |
336,644 |
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¥ |
349,839 |
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$ |
3,761,710 |
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Cash and Cash
equivalents, Time
Deposits, and
Short-term
investments |
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88,672 |
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102,211 |
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98,142 |
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66,308 |
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104,312 |
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1,121,635 |
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Net Working Capital |
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181,808 |
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212,183 |
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230,699 |
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199,586 |
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211,336 |
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2,272,430 |
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Short-term Borrowings |
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1,728 |
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1,892 |
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1,724 |
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239 |
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385 |
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4,140 |
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Long-term Indebtedness |
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104 |
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53 |
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908 |
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818 |
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544 |
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5,849 |
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Common Stock |
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23,805 |
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23,805 |
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23,805 |
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23,805 |
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23,805 |
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255,968 |
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Treasury Stock |
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(258 |
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(298 |
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(263 |
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(6,435 |
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(6,445 |
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(69,301 |
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Makita Corporation
Shareholders Equity |
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266,584 |
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302,675 |
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316,498 |
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283,485 |
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297,207 |
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3,195,774 |
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Total Equity |
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¥ |
268,219 |
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¥ |
304,810 |
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¥ |
319,014 |
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¥ |
285,746 |
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¥ |
299,673 |
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$ |
3,222,290 |
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1
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Total number of shares outstanding |
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Fiscal year ended March 31, |
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2006 |
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2007 |
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2008 |
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2009 |
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2010 |
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143,711,766 |
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143,701,279 |
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143,773,625 |
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137,764,005 |
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137,760,402 |
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Note:
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1. |
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Net income per share equals net income attributable to Makita
shareholders divided by the average number of outstanding shares of
common stock. |
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2. |
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Net working capital equals current assets less current liabilities. |
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3. |
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Diluted net income per share is not presented, as Makita has no
shares or other rights convertible or exchangeable for shares of
common stock. |
Exchange rates (Japanese yen amounts per U.S. dollar)
The following table sets forth information concerning the exchange rates for Japanese yen and
U.S. dollars based on the noon buying rate for cable transfers in Japanese yen in New York City as
certified for customs purposes by the Federal Reserve Bank of New York. The average Japanese yen
exchange rates represent average noon buying rates on the last business day of each month during
the previous period.
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Yen per U.S. $ 1.00 |
Fiscal year ended March 31, |
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High |
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Low |
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Average |
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Year-end |
2006 |
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120.93 |
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104.41 |
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113.15 |
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117.48 |
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2007 |
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121.81 |
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110.07 |
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116.92 |
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117.56 |
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2008 |
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124.09 |
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96.88 |
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114.31 |
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99.85 |
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2009 |
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110.48 |
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87.80 |
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100.85 |
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99.15 |
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2010 |
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100.71 |
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86.12 |
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92.49 |
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93.40 |
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2011
(through June 25, 2010) |
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94.68 |
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89.35 |
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91.47 |
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89.35 |
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Yen per U.S. $ 1.00 |
2010 |
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January |
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February |
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March |
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April |
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May |
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June |
High |
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93.31 |
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91.94 |
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93.40 |
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94.51 |
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94.68 |
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92.33 |
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Low |
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89.41 |
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88.84 |
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88.43 |
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92.03 |
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89.89 |
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89.35 |
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On
June 25, 2010, the noon buying rate for cable transfers in Japanese yen in New York as
reported by the Federal Reserve Bank of New York was ¥ 89.35 = U.S.$1.00.
Cash dividends declared per share of common stock and per ADS
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Fiscal year ended |
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Yen |
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U.S. Dollars |
March 31, |
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Interim |
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Year-end |
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Interim |
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Year-end |
2006 |
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19 |
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38 |
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0.16 |
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0.32 |
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2007 |
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19 |
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55 |
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0.16 |
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0.47 |
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2008 |
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30 |
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67 |
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0.30 |
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0.67 |
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2009 |
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30 |
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50 |
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0.31 |
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0.53 |
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2010 |
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15 |
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37 |
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0.17 |
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0.41 |
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Makitas basic dividend policy on the distribution of profits is to maintain a dividend payout
ratio of 30% or greater, with a lower limit on annual cash dividends of 18 Japanese yen per share.
However, in the event special circumstances arise, computation of the amount of dividends will be
based on consolidated net income after certain adjustments.
2
Note: |
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Cash dividends in U.S. dollars are based on the exchange rates as of the respective payment
date, using the noon buying rate for cable transfers in Japanese yen in New York City as
certified for customs purposes by the Federal Reserve Bank of New York. |
B. Capitalization and indebtedness
Not applicable
C. Reasons for the offer and use of proceeds
Not applicable
D. Risk factors
The following is a summary of some of the significant risks that could affect Makita. Other
risks that could affect Makita are also discussed elsewhere in this annual report. Additionally,
some risks that may be currently unknown to Makita and other risks that are currently believed to
be immaterial, may become material. Some of these statements are forward-looking statements that
are subject to the Cautionary Statement with Respect to Forward-Looking Statements appearing
elsewhere in this annual report.
Makitas sales are affected by the levels of construction activities and capital investments in its markets.
The demand for power tools, Makitas main products, is affected to a large extent by the
levels of construction activities, capital investment and consumption trends in the relevant
regions. Generally speaking, the levels of construction activities and capital investment and
consumption trends depend largely on the economic conditions in the market.
As a result, when economic conditions weaken Japan, Europe, North America, Asia, Central and South
America, Oceania , the Middle East and Africa where Makita conducts business, this may have an
adverse impact on Makitas financial condition and results of operations. In addition, fluctuations
in prices of crude oil or mineral resources and volatility in the stock market may affect
construction demand, public investment, capital expenditure and consumption trends, which in turn,
may have a negative impact on Makitas financial condition.
The construction markets in developed economies, including Japan, the U.S. and Europe are the
major markets for the Company and remain in severe business conditions.
Fiscal crises especially in Greece and other European countries have led to concerns about the
stability of the financial system. Credit uncertainty may spread across a substantial number of
economies in Europe, leading to adverse market conditions.
If these severe business conditions continue and economic recovery is delayed, construction
activities and consumption may be adversely affected, and Makitas sales may decrease. The ratio of
selling, general and administrative expenses to net sales may become relatively higher, and thus
profit ratios may decrease. Such conditions would require reorganizing and restructuring production
facilities and sales/distribution sites, which may lead to further decrease in profits.
Currency exchange rate fluctuations may affect Makitas financial results.
The functional currency for all of Makitas significant foreign operations is the local
currency. The transactions denominated in local currencies of Makitas subsidiaries around the
world are translated into Japanese yen using the average market conversion rate during each
financial period. Assets and liabilities of overseas subsidiaries denominated in their local
currencies are translated at the exchange rate in effect at each fiscal year-end, and income and
expenses are translated at the average rates of exchange prevailing during each fiscal year. The
local currencies of the overseas subsidiaries are regarded as their functional currencies. The
resulting currency translation adjustments are included in accumulated other comprehensive income
(loss) in shareholders equity. Currently, over 80% of Makitas overall production and sales are
generated overseas and a significant portion thereof is dominated in currencies other than Japanese
yen.
3
Consequently, fluctuations in exchange rates may have a significant impact on Makitas results of
operations, assets and liabilities and shareholders equity when translated into Japanese yen.
Makita is affected by fluctuations in the value of the euro, the U.S. dollar and Chinese
Renmin yuan, among other currencies. The euro and the U.S. dollar are the primary foreign
currencies on which Makita bases its foreign sales and the U.S. dollar and Chinese Renmin yuan are
the primary foreign currencies on which Makita bases its foreign costs and liabilities. In an
effort to minimize the impact of short-term exchange rate fluctuations between major currencies,
mainly the euro, the U.S. dollar, and the Japanese yen, Makita engages in hedging transactions.
However, medium-to long-term fluctuations of exchange rates may affect Makitas ability to execute
procurement, production, logistics and sales activities as planned and may have an adverse impact
on Makitas financial condition and results of operations. In particular, currency exchange rates
are increasingly affected by other currency exchange rates. Fluctuations in certain currency
exchange rates may affect exchange rates among other currencies, which may significantly affect
Makitas financial condition and results of operations.
Makitas consolidated results of operations after the translation of foreign currencies into
Japanese yen were significantly affected by fluctuations in exchange rates due to the continuing
appreciation of the Japanese yen against the euro and other currencies throughout FY2010. Further
appreciation of the Japanese yen, especially against the euro, may have an adverse impact on
Makitas financial condition and results of operation.
Makita faces intense competition in the global market for its power tools for professional use.
The global market for power tools for professional use is highly competitive. Factors that
affect competition in the markets for Makitas products include the quality, functionality of
products, technological developments, the pace of new product development, price, reliability of
products, such as durability, after-sale service and the rise of new competitors.
While Makita strives to ensure its position as a leading international supplier of power tools for
professional use, there is no guarantee that it will be able to effectively maintain its
competitiveness in the future.
If Makita is unable to compete effectively, it may lose market share and its earnings may be
adversely affected.
In particular, in the event of a global recession in which demand for goods and services sharply
drop, earnings and cash flows of Makita may be negatively affected by intensified competition and
lowered product prices.
Makitas overseas activities and entry into overseas markets entail risks, which may have a material adverse effect on Makitas business activities.
Makita derives a significant majority of its sales from markets located outside of Japan,
including Europe, North America, Asia, Central and South America, the Middle East and Oceania.
During FY2010, approximately 83% of Makitas consolidated net sales were derived from products sold
overseas. Moreover, approximately 83% of global production volume was derived from overseas
production.
The high percentage of overseas sales and production gives rise to a number of risks. If such
risks materialize, they may have a material adverse impact on Makitas financial condition and
results of operations. Such risks include the following:
(1) |
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Unexpected changes in laws and regulations, such as protectionist trade policy or change in
tariff policy affecting markets in which Makita conducts its business; |
(2) |
|
Disadvantageous political and economic factors; |
(3) |
|
The outflow of technical know-how and knowledge due to increased personnel turnover enabling
Makitas competitors to strengthen their position; |
(4) |
|
Potentially unfavorable tax systems and tariffs; |
(5) |
|
Terrorism, war, and other factors that lead to social turbulence; and |
(6) |
|
The interruption of or disruption to Makitas operations due to labor disputes. |
4
If Makita is not able to develop attractive products, Makitas sales activities may be adversely affected.
In order to compete effectively, Makita needs to, among other things, provide its customers a
diverse product line-up supported by the development of high-quality and high-performance
professional power tools, and build on the MAKITA brand value maintained and promoted by the effort
of a strong world-wide sales and after-sale service network.
There is no assurance that Makita will be able to continue to develop new products across its
diverse product line-up. If Makita is no longer able to develop in a timely manner new products
that meet the changing needs and correspond to market price for high-end, professional users,
Makita may not be able to compete effectively, and Makitas financial condition and results of
operations may be adversely impacted.
Geographic concentration of Makitas main offices and facilities may have adverse effects on Makitas business activities.
Makitas principal management functions, including its headquarters, and most suppliers on
which it relies for supplying major parts are located in Aichi Prefecture (Aichi), Japan.
Makitas manufacturing facilities in Aichi and Kunshan, Jiangsu province, China, account for
approximately 17% and 67%, respectively, of Makitas total production volume on a consolidated
basis during FY2010.
Due to this geographic concentration of Makitas major functions, including plants and other
operations in certain regions of Japan and China, Makitas performance may be significantly
affected by the occurrence of major natural disasters and other catastrophic events, including
earthquakes, floods, fires, power outages, and suspension of water supplies.
In addition, Makitas facilities in China may also be affected by changes in political and
legal environments, changes in economic conditions, revisions in tariff rates, appreciation of
Japanese yen, labor disputes, epidemics, power outages resulting from inadequacies in
infrastructure, and other factors. In the event that such developments cannot be foreseen or
measures taken to alleviate their damaging impact are inadequate, it may have an adverse impact on
Makitas financial condition and results of operations.
If the procurement of raw materials used by Makita becomes difficult or prices of these raw materials rise sharply, this may have an adverse effect on Makitas performance.
Makita purchases raw materials and components, including silicon steel plates, aluminum, steel
products, copper wire, and electronic parts to manufacture power tools. In recent years, demand for
these materials in China has risen substantially. If Makita is unable to obtain the necessary
quantities of these materials, this may have an adverse effect on production schedules.
Consumer demand in certain emerging countries in the world has begun to recover, and is
expanding much faster than in developed countries. Under such circumstances, it may take longer for
Makita to procure some or all of its raw materials and components, including electronic components.
If the demand for electronic components grows more rapidly than expected, delivery may take
substantially longer time. In addition, since the demand for raw materials and components used by
Makita for its production has grown larger in emerging countries, prices may increase. Decrease in
production capacity of suppliers caused by labor shortage and other factors may also push up the
prices of raw materials and components.
In addition, limitation of suppliers production capacity may cause an increase in prices of
materials and components needed for manufacturing Makita products. In such an event, if the
increase in prices cannot be offset by improvements in Makitas productivity, other internal
cost-cutting efforts and/or raising the prices of final products, this may have an adverse impact
on Makitas financial condition and results of operations.
If any of Makitas suppliers fail to deliver materials or parts required for production as scheduled, Makitas production activities may be adversely affected.
Makitas production activities are greatly dependent on the on-schedule delivery of materials
and parts from its suppliers.
5
Purchases of production-use materials from Chinese manufacturers have increased in recent years.
When launching new products, sales commencement dates can slip if such manufacturers technologies
do not satisfy Makitas demands or take an inordinate amount of time to satisfy Makitas demands.
This may result in lost sales opportunities.
Certain emerging countries economies have begun to recover and are expanding much faster than
those in developed countries. Under such circumstances, it may take longer for Makita to procure
some or all of its raw materials and components, including electronic components. Production of
electronic components requires assembly lines. If the demand for electronic components becomes much
larger than expected, the delivery may take a much longer time.
Makita purchases certain significant component
parts for its products from sole suppliers. There is no assurance that Makita would be able to find
alternate suppliers, if necessary, that can provide materials and parts of similar quality and
price in a sufficient quantity and in a timely manner. If a supplier cannot deliver the required
quality or quantity of parts on schedule due to reasons including natural disasters, government
regulations, its production capacity, weakened business or financial condition, this may have an
adverse effect on Makitas production schedules and cause a delay in Makitas own product
deliveries. This may cause Makita to lose some customers or require Makita to purchase replacement
materials or parts from alternate sources at a higher price. Any of these occurrences may have an
adverse impact on Makitas financial condition and results of operations.
If Makita fails to maintain its relationships with its significant customers or if such significant customers reduce their purchases and sales of Makitas product, Makitas sales may be significantly affected.
Although Makita does not have any customer that exceeds 10% of its consolidated sales, it has
significant customers in each country. If Makita loses these customers and is unable to develop new
sales channels to take their place, or if any such customer faces significant financial
difficulties or accumulates a considerable amount of bad debt, sales to such customers may decline
and have an adverse impact on Makitas financial condition and results of operations.
Under the current deteriorating economic condition stemming from the financial crisis,
Makitas significant customers are reducing sales activities, experiencing a sharp decline in sales
and an increase in bad debt, which may deteriorate their cash flow and have an adverse impact on
Makitas net sales and profits. In addition, if significant customers of Makita select power tools
from Chinese manufacturers or select products other than those produced by Makita and sell such
products under their own brand instead of Makitas products, this may have an adverse impact on
Makitas financial condition and results of operations.
Makita may not be able to protect its intellectual property rights and could incur significant liabilities, litigation costs or licensing expenses or be prevented from selling its products if it is determined to be infringing the intellectual property of third parties.
In regions where Makitas sales and production are significant, Makita applies for patents,
designs and trademarks, and strives to protect intellectual property rights proactively.
However, Makita may not be able to eliminate completely third party products that infringe on the
intellectual property rights of Makita or third party products similar to Makitas products.
This may have a negative influence on Makitas results of operations.
Moreover, while Makita believes that it does not infringe on intellectual property rights of
thirds parties, it may be subject to infringement claims from third parties.
When infringement of intellectual property rights is claimed by a third party, Makita may be
required to pay damages or become subject to an injunction prohibiting production and sales of a
product.
This may have an adverse impact on Makitas financial condition and results of operation.
6
Product liability litigation or recalls may harm Makitas financial statements and reputation.
Makita is developing a variety of products including power tools under the safety standards of
each country, and is manufacturing them globally based on the quality standards of the factory.
However, a large-scale recall and a large-scale product liability lawsuit may significantly damage
Makitas brand image and reputation.
In addition, the related cost and time incurred through the recall or lawsuit may affect
business performance and financial condition of Makita if Makitas insurance policy does not cover
the related cost.
Fluctuations in stock market prices may adversely affect Makitas financial statements.
Makita holds certain investments in Japanese equities and investments in trust, and records
these investments as marketable securities and investment securities on its consolidated financial
statements. The value of these investments changes based on fluctuations in the quoted market
prices. Fluctuations in the value of these securities may have an adverse impact on Makitas
financial condition and results of operations.
Environmental or other government regulations may have a material adverse impact on Makitas business activities.
Makita believes it maintains strict compliance with environmental, commercial, export and
import, tax, safety and other regulations that are applicable to its activities in all the
countries and areas in which it operates.
If Makita is unable to continue its compliance with existing regulations or is unable to comply
with any new or amended regulations, it may be subject to fines and other penalties and its
activities may be significantly restricted.
The cost related to compliance with any new or amended regulations may also result in significant
increases in overall costs and may have an adverse impact on Makitas financial condition and
results of operations.
In light of the heightened awareness seen across the globe on environmental issues including
global warming and climate change, environmental or other government regulations designed to
decrease environmental impact have been adopted in many regions, especially in European countries
and North America. Such regulations may have an adverse impact on specifications of or terms and
conditions of sales Makitas products. Operational results and financial condition of Makita may be
adversely affected if Makita fails or is unable to respond to such specifications or terms and
conditions in a timely manner.
Investor confidence and the value of Makitas ADRs and ordinary shares may be adversely
impacted if Makitas management concludes that Makitas internal control over financial reporting
is not effective or if Makitas independent registered public accounting firm is unable to provide
adequate attestation over the effectiveness of the internal control over Makitas financial
reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002.
The Securities and Exchange Commission, as directed by Section 404 of the Sarbanes-Oxley Act
of 2002, adopted rules requiring public companies to include a report in their Annual Report that
contains an assessment by management of the effectiveness of corporate internal control over
financial reporting. In addition, Makitas independent registered public accounting firm is
required to attest to the effectiveness of Makitas internal control over financial reporting.
If Makitas management concludes that Makitas internal control over financial reporting is
not effective, or if Makitas independent registered public accounting firm is not satisfied with
Makitas internal control over its financial reporting or the level at which its controls are
documented, designed, operated or reviewed, and declines to attest or issues a report that is
qualified, there could be an adverse reaction in the financial marketplace due to a loss of
investor confidence in the reliability of Makitas financial statements, which ultimately could
negatively impact the market price of Makitas ADRs and ordinary shares.
7
If Makitas operational network halts or malfunctions, Makitas production and shipment schedule may be adversely affected.
Makitas headquarters and its major sales, manufacturing and R&D bases are located in Japan,
and its procurement, manufacturing, sales and product development sites are located worldwide. In
addition, Makitas major manufacturing facilities are concentrated in China and Japan. These sites
are connected globally through an operational network.
If Makitas information system computer network halts or malfunctions due to any natural
disaster, such as earthquakes, fires and floods, wars, or terrorist acts, or computer viruses, such
an event may delay production and shipments of Makitas products. This may have an adverse impact
on Makitas financial condition and results of operations.
If Makita is unable to retain talented personnel, this may have an adverse affect on Makitas competitiveness and result of operations.
Makita considers the retention and development of talented personnel with expertise and
technological skills to be critical to its competitiveness. However, competition for recruiting
such personnel has become increasingly challenging. Makita also considers important the development
and retention of personnel in management in Makitas nearly 50 group companies. However, the
competition to retain such excellent personnel is difficult in Japan, where the rapid aging of the
population resulting from a decline in the birthrate is accelerating and the employment environment
has been rapidly changing due to a declining labor population.
Given such a labor and social climate, failure of the Makita Group to hire competent employees
or develop human resources in accordance with the management plan or retain experienced employees
may have adverse effect on the long-term business development, operational results and growth
prospects of the Makita Group.
Item 4. Information on the Company
A. History and development of the Company
The Company is a limited liability, joint-stock company incorporated under the Commercial Code
of Japan and continuing to exist under the Companies Act of Japan. The Company traces its origin to an electrical repair workshop founded in Nagoya in 1915 and was
incorporated on December 10, 1938 under the name of Makita Electric Works, Ltd. as a joint stock
corporation.
Under the presidency of Mr. Jujiro Goto, Makita commenced the manufacture of electric power
tools in 1958 and was listed on the Second Section of the Nagoya Stock Exchange in 1962. By 1969,
Makita became the leading power tools maker in the Japanese market and was listed on the First
Section of the Tokyo Stock Exchange in 1970. That same year, the Company decided to take advantage
of overseas markets and established its first overseas subsidiary in the United States. It also
constructed the Okazaki plant, which remains as the primary plant of the Makita Group in Japan.
Since then, Makita has expanded its export activity and has established a number of overseas
subsidiaries.
In 1971, Makita incorporated its first European subsidiary in France, followed by another
European subsidiary in the United Kingdom in 1972, thus solidifying its operational bases in
Europe.
In 1977, American Depositary Shares were issued with respect to the Companys shares of common
stock, and the American Depositary Shares were listed on NASDAQ.
As part of its efforts to minimize trade friction, Makita started manufacturing operations in
Canada, Brazil and the United States in 1981, 1983 and 1985 respectively. Makita established a
manufacturing subsidiary in the United Kingdom in 1989.
8
In 1991, the company changed its name from Makita Electric Works, Ltd. to Makita Corporation.
Makita also acquired Sachs-Dolmar GmbH, a German company, primarily engaged in manufacturing engine
driven chain saws, and subsequently renamed it Dolmar GmbH (Dolmar).
In 1995, Makita established a holding company in the United Kingdom to manage and control the
operation of its European subsidiaries and also constructed a power tool manufacturing plant in
China to reinforce its global production system.
The power tool manufacturing plant in China commenced production in the same year.
In 2005, Makita established Makita EU S.R.L., a new subsidiary in Romania, to serve growing
markets in Eastern Europe, Russia, Western Europe and the Middle East.
In 2006, the Company purchased the automatic nailer business of Kanematsu Nissan-Norin in order to
strengthen its pneumatic tool business.
In 2007, Makita expanded the production capacity of its China factory by constructing a second
production facility. In addition, a new factory in Romania commenced production in April 2007 in
order to reduce foreign exchange risks and to provide stable supply capacity for the growing
European market.
Also in 2007, Makita acquired all outstanding shares of Makita Numazu Corporation (Makita
Numazu), formerly Fuji Robin industries, Ltd., or Fuji Robin,
for approximately ¥2.7 billion in
cash and 81,456 Makita shares.
In 2008, Makita established new sales subsidiaries in Bulgaria, Colombia, India and Morocco to
expand sales and service activities into these emerging markets. Makita also transferred and
consolidated the Canada plant with the U.S. plant in order to increase the efficiency of production
in North America.
In 2009, Makita established a sales subsidiary as a joint venture in Vietnam, which Makita
believes is one of the more promising countries showing high-speed economic growth. Makita Vietnam
started its operation in April, 2010.
Makita presently sells its products in 150 or more countries and regions around the world and
manufactures power tools in seven countries (Japan, China, the United States, Brazil, the United
Kingdom, Germany, and Romania).
Makita has 48 consolidated subsidiaries as of March 31, 2010.
Makita Corporations registered office is located at 3-11-8, Sumiyoshi-cho, Anjo City, Aichi
Prefecture 446-8502, Japan, and its telephone number is +81.566.97.1718.
Makitas agent in the United States is Makita U.S.A., Inc., located at 14930 Northam Street, La
Mirada, California 90638-5753, U.S.A.
B. Business overview
In FY2010, approximately 83% of Makitas sales were outside of Japan, most of which made to
professional users worldwide, including those engaged in timber and metal processing, carpentry,
forestry, concrete and masonry works.
Makitas geographic segments are Japan, Europe, North America, Asia and Other regions. Makitas
biggest market is Europe. The Other regions segment is further divided into Central and South
America, Oceania and the Middle East and Africa.
Makita produces its products in seven countries. Makitas China plant yields Makitas highest
production volume, the Okazaki Plant in Japan is the base for the production of new and
high-value-added products, and Makita also has plants in the United States, Brazil, the United
Kingdom, Germany and Romania.
The headquarters and the major sales and R&D bases of Makita are located in Japan, and the
bases for procurement, manufacturing, sales and product development are located worldwide. Makita
strives to improve not only production efficiency but also logistics, sales and service
efficiencies by expanding the use of operating networks each year. Makita also strives to establish
a system that can flexibly respond to short-term changes in market demand.
9
Makita aims to further solidify its position in the industry as an international integrated
supplier of power tools that benefit peoples daily lives and housing improvements. In order to
achieve this goal, Makita declared the following four management philosophies: Makita strives to
exist in harmony with society, emphasizing compliance, ethical conduct and detachment from
anti-social organizations, Makita values its customers as a market-driven company, Makita is
managed in a consistent and proactive manner with a sound profit structure and Encouraging each
individual to perform at the highest level with Makitas simple and robust corporate culture. With
these principles underlying all of its corporate activities, Makita pursues continued growth with
stakeholders including shareholders, users, local communities and employees through a solid
profit-generating system. Makitas management goal is to generate substantial profits and maintain
a 10% operating margin (ratio of operating income to net sales) through sustainable growth on a
consolidated basis.
Furthermore,
as a medium-to-long-term strategy, Makita aims to enhance its brand value to
attain and maintain the position as a leading multinational, integrated supplier of all types of
tools such as power tools for professional use, pneumatic tools and gardening equipment. Makita
believes that this goal can be attained through the development of new products that bring high
satisfaction to commercial users; concerted global production systems targeting both high quality
and cost competitiveness; and the maintenance of industry-leading sales and after-sales service
systems nurtured in Japan and extended overseas.
To implement the foregoing, Makita is working to maintain a solid financial structure that
responds well to short-term changes in the business environment, including volatile demand,
exchange rate fluctuations and various country risks, and to concentrate its management resources
in the area of professional-use power tools.
Consolidated
Net Sales by Product Categories
The following table sets forth Makitas consolidated net sales by product categories for the
periods presented. Makita specializes in power tools manufacturing and sales, as a single line of
business, and conducts its business globally. Makita also provides Gardening and Household
Products based on the mainstay products in that product
category. Makita is making efforts to expand the sales of cordless power tools to professional users as well
as to general users.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions, except for percentage amounts |
|
in thousands |
|
|
Fiscal year ended March 31, |
|
|
2008 |
|
2009 |
|
2010 |
|
2010 |
Power Tools |
|
¥ |
255,869 |
|
|
|
74.7 |
% |
|
¥ |
214,703 |
|
|
|
73.0 |
% |
|
¥ |
173,998 |
|
|
|
70.8 |
% |
|
$ |
1,870,946 |
|
Gardening
Equipments,
Household and Other
Products |
|
|
40,410 |
|
|
|
11.8 |
|
|
|
36,916 |
|
|
|
12.6 |
|
|
|
34,145 |
|
|
|
13.9 |
|
|
|
367,151 |
|
Parts, Repairs and
Accessories |
|
|
46,298 |
|
|
|
13.5 |
|
|
|
42,415 |
|
|
|
14.4 |
|
|
|
37,680 |
|
|
|
15.3 |
|
|
|
405,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
342,577 |
|
|
|
100 |
% |
|
¥ |
294,034 |
|
|
|
100 |
% |
|
¥ |
245,823 |
|
|
|
100 |
% |
|
$ |
2,643,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Makita aims to increase its market share not only in the power tool market for professional
users, but also in the pneumatic tools and gardening equipment markets. To achieve this goal,
Makita is continuing to strive to improve its global sales and service framework and develop
high-value-added products. Makita is currently placing greater emphasis in developing user-friendly
and environment-friendly products that feature smaller and lighter models, lower vibration and
lower noise levels with reduced dust emissions. In addition, Makita is enhancing its lineup with
more affordable products by simplifying the functions of the products.
10
a) Power Tools
Power tools consist mainly of drills, grinders and sanders, rotary hammers and hammer drills,
demolition hammers and electric breakers, cordless impact drivers, circular saws, slide compound
saws and cutters.
Drills are typical power tools used to drill metals, woods and plastics. They are classified
into pistol-grip drills, D-handle drills, spade-handle drills and angle drills, according to their
configuration. Makita also manufactures various kinds of cordless drills. Some of them are equipped
with a screw-driving mechanism and are called cordless driver drills.
Grinders
and sanders are used for smoothing and finishing. Sanders may also be
used for polishing.
Grinders are mainly used on metal and sanders are used on metal, wood, stone and concrete. Grinders
are divided into portable disc grinders and bench grinders. Sanders
are classified into disc sanders, orbital sanders and belt
sanders.
Rotary hammers, which are used for drilling concrete primarily in the construction industry, can
also be used as ordinary hammers without using the rotary mechanism. Hammer drills are equipped with a hammering function, but can also be used as conventional
drills; these drills are used principally on metal and masonry in the civil engineering and
electrical contracting industries. Demolition hammers are used to shatter hard surfaces,
principally concrete. Makita aims to improve the working environment in the construction industry
through the provision of power tools which incorporate Makitas proprietary low vibration
mechanism. These tools meet the strong demand of drilling holes in stone and concrete, and of other
uses.
Cordless impact drivers are particularly in high demand across Japanese construction sites. In
February 2005, Makita introduced cordless impact drivers powered by lithium-ion batteries instead
of the prevailing nickel-metal-hydride batteries for the first time in the industry. Cordless
impact drivers employing lithium-ion batteries are smaller and lighter, and the batteries last much
longer. Combined with Makitas proprietary Optimum Charging System, this new product features
long-life operation, and has been well received within Japan by
professional users. The Optimum Charging System communicates with
individual batteries and, when charging, recognizes
charging records and analyzes the condition of the battery, such as the heat, over-discharge, and weakening of the
battery. This is Makitas original technology, which can prolong the life of a battery through
optimal and gradual charge carrying out Active Current Control, Active Thermal Control, and
Active Voltage Control based on the results of the above analysis.
The cordless impact drivers are a strong addition to Makitas Japanese product line-up of new
14.4V cordless power tools powered by lithium-ion batteries, including cordless circular saws,
cordless angle grinders, cordless nailers, cordless hammer drills, and cordless reciprocal saws.
Makita began offering cordless power tools powered by lithium-ion batteries in the United States
through major home centers in the fall of 2005. In addition to 14.4V cordless power tools available
in Japan, Makita offers 18V Combo kits of cordless drills, cordless drills, cordless circular saws,
and cordless lights in the United States where users demand more powerful tools. Makita also rolled
out its 18V cordless power tools powered by lithium-ion batteries across major European markets
since the summer of 2006, amid strong interest in the construction industry.
In 2009, Makita introduced new power tool products, such as rotary hammers equipped with 36V
lithium-ion batteries, cordless impact driver drills equipped with newly developed brushless DC
motor powered by 14.4V lithium-ion batteries, and compact and lightweight slide compound saw
equipped with double sliding mechanism.
Circular saws, which are primarily sold to carpenters in the homebuilding industry, account
for a substantial portion of Makitas sales of saws. The balance of saw sales is made up of
jigsaws, sold primarily to carpenters and other woodworkers for delicate work, and reciprocal saws
used for working in confined spaces unsuitable for conventional saws. Cutters and cutting machines
are roughly classified into two categories: cutting machines that are equipped with a metal
whetstone and are used for cutting metals and cutters that are equipped with a diamond whetstone
and are mainly used for cutting stones.
11
Subsequent to taking over the operations of Kanematsu-Nissan Norin Corp. in January 2006,
Makita introduced into the Japanese market its Red series
high-pressure air nailer, which is becoming as popular as the well-accepted cordless impact drivers used in housing construction,
completing Makitas mainstay product line-up. In 2009, Makita introduced new pneumatic tools products including the high-pressure pneumatic
nailer equipped with a movable nose adapter.
b) Gardening Equipments, Household and Other products
Gardening products, including brush-cutters, chain-saws, sprayers, blowers, hedge trimmers,
are used for agricultural and forestry operations.
Household products, including vacuum cleaners and cordless cleaners, are used not only by
housekeepers but also by professional cleaners. Among other uses, there is a strong demand for
cordless cleaners at construction sites because cutting, drilling and grinding work using power
tools generates debris. Small, light and high-suction cordless cleaners offered to home users are
increasingly popular. New products launched during FY2009 included cordless cleaners and sprayers
powered by lithium-ion batteries, low-vibration hedge trimmers and backpack-type, mini 4-stroke
engine-equipped grass cutters.
Makitas line-up also includes electric hedge trimmers, grass cutters, chain saws and lawn
mowers. The acquisition of Fuji Robin in FY2008 is contributing to strengthening Makitas line-up
of gardening and engine-powered gardening tools. In 2009, Makita introduced new gardening equipment products including the super lightweight petrol
hedge trimmer, cordless brushcutter powered by 36V lithium-ion batteries.
c) Parts, Repairs and Accessories
Makita manufactures and markets a variety of parts and accessories for its products and
performs repair work as part of its after-sale services. In particular, Makita offers a variety of
parts and accessories with respect to high-quality and durable professional power tools, and at the
same time commits significant management resources to enhancing post-sales services. Makita is
working hard toward strengthening its parts supply system and three-day repair program, while
developing a worldwide sales network. Makita is also working to strengthen its range of authentic
Makita accessories such as saw blades, drill bits, and grinding wheels.
12
Principal Markets, Distribution and After-Sale Services
The following table sets forth Makitas consolidated net sales by geographic area based on
customer location for the periods presented:
Consolidated Net Sales by Geographic Area
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|
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|
|
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|
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|
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|
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|
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|
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|
|
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|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions, except for percentage amounts |
|
in thousands |
|
|
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
Japan |
|
|
¥ 52,193 |
|
|
|
15.2 |
% |
|
|
¥ 46,222 |
|
|
|
15.7 |
% |
|
|
¥ 42,697 |
|
|
|
17.4 |
% |
|
$ |
459,108 |
|
Europe |
|
|
160,360 |
|
|
|
46.8 |
|
|
|
137,113 |
|
|
|
46.6 |
|
|
|
109,106 |
|
|
|
44.4 |
|
|
|
1,173,182 |
|
North America |
|
|
56,422 |
|
|
|
16.5 |
|
|
|
42,289 |
|
|
|
14.4 |
|
|
|
34,509 |
|
|
|
14.0 |
|
|
|
371,065 |
|
Asia (excluding
Japan) |
|
|
22,629 |
|
|
|
6.6 |
|
|
|
21,995 |
|
|
|
7.5 |
|
|
|
18,373 |
|
|
|
7.5 |
|
|
|
197,559 |
|
Other |
|
|
50,973 |
|
|
|
14.9 |
|
|
|
46,415 |
|
|
|
15.8 |
|
|
|
41,138 |
|
|
|
16.7 |
|
|
|
442,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
¥ 342,577 |
|
|
|
100 |
% |
|
|
¥ 294,034 |
|
|
|
100 |
% |
|
|
¥ 245,823 |
|
|
|
100 |
% |
|
$ |
2,643,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan
Makita believes that most of its domestic sales are made to commercial users. The Japanese
Do-It-Yourself, or DIY, market for power tools is growing but the pace of growth is slow. Makita
has maintained its leading position in the Japanese market by maintaining close and frequent
contact with retailers and users of Makita products. While Makitas major competitors rely
primarily on wholesalers for all aspects of distribution and servicing, Makita has approximately
794 employees directly responsible for the promotion, sale and delivery and after-sale servicing of
its products. These employees, operating from 19 branches and 114 sales offices throughout Japan,
are assigned sales territories.
In addition, Makita has two distribution centers in Osaka and Saitama prefectures. These
distribution centers strengthen Makitas distribution and after-sale service functions.
The majority of Makitas products are sold through its 12 independent wholesalers. Each
wholesaler bears the risk of any bad debts of the retailers for which it has responsibility. The
payments by the wholesalers to Makita are in most cases made within 30 to 60 days after sale. In
FY2010, Makita sold its products, directly or through wholesalers, to approximately 30,000 retail
outlets, and no single retailer accounted for more than 2% of Makitas domestic sales. In FY2010,
Makitas three largest wholesalers accounted, in the aggregate, for approximately 35% of Makitas
domestic net sales.
Repairs, including free repair service and after-sale services are carried out by Makitas sales
offices.
To strengthen its business in Pneumatic Tools, Makita purchased the nailer business of
Kanematsu-Nissan Norin Corp. in January 2006 and has expanded its lineup of pneumatic tools.
During the first half of FY2008, Makita acquired Fuji Robin Industries Ltd. (now named Makita
Numazu Corporation), a manufacturer of gardening tools, as part of its full-scale entry into the
gardening tool business. Fuji Robins mini 4-stroke engine, its original engine technology is
recognized globally as an environmentally clean engine. Makitas agricultural and gardening
equipment are expected to have synergistic effect with Fuji Robins original engine business.
Cordless power tools are becoming increasingly prevalent, and the ratio of Makitas cordless
power tools has exceeded 30% of its total domestic product sales. In the Japanese market, the ratio
of DIY sales is comparatively low, and accordingly the ratio of commercial users is relatively
high, compared with the markets in North America and Europe. Also,
medium-and high-grade products
with high operability, durability and high-value-added products are preferred in the Japanese
market.
13
In Japan, the housing market has continued to shrink since the previous fiscal year. At the
same time, existing power tool stores consolidated, sales channels diversified and the number of
product models sold at stores decreased, resulting in increased competition.
Overseas
As a leading global manufacturer and marketer of power tools, Makita manufactures
approximately 90% of its products overseas on a unit basis, and 83% of Makitas consolidated sales
came from overseas markets in FY2010.
Overseas sales, distribution, and service are carried out through a network of 41 sales subsidiaries
and over 100 branch offices or service centers located in the United States, Canada, Brazil,
Mexico, Argentina, Chile, Peru, Australia, New Zealand, Singapore, Taiwan, China, Korea, the United
Kingdom, France, the Netherlands, Belgium, Italy, Greece, Germany, Austria, Poland, the Czech
Republic, Hungary, Spain, Portugal, the United Arab Emirates, Romania, Switzerland, Finland,
Russia, Ukraine, Slovakia, Bulgaria, Colombia, India ,Morocco and Vietnam.
In addition, the Company exports its products directly to its sales subsidiaries, as well as
through trading companies, to various countries throughout the world. Makita has nine production
bases world wide, out of which seven are located overseas, comprising of two plants in China and one
plant in each of the United States, Brazil, the United Kingdom, Germany, and Romania.
Makita products are sold principally under the Makita brand name and the remaining products
are sold under the Dolmar or Maktec brand names. Makita offers warranties to overseas
customers.
After-sale services and repairs overseas are provided by local sales subsidiaries, service depots
designated by Makita, or by service stores designated by the applicable local importers.
Although the ratio of Makitas cordless power tools has exceeded 30% of its total overseas
sales, the ratio varies significantly by region. In Western Europe, North America and Oceania, the
ratio is relatively high. Western Europe and Oceania are characterized by the general preference
for products with advanced operability and durability, and there is significant demand for products
that contribute to the working environment and are environmentally friendly.
In North America, where DIY consumers account for a large share of the market, there is significant
demand for low priced goods. Accordingly, price competition in North America, including in
connection with medium- and high-grade products, is intense.
In Asia, popular long-selling models for which spare parts are easy to obtain are preferred over
high-value-added products, and cordless products have not yet gained widespread acceptance.
In China, local manufactures are overwhelmingly dominant with approximately 80% of the market
share. A decisive factor is the difference in product prices.
Severe economic conditions persisted in overseas markets especially through the first half of
FY 2010, following the drop in global demand in the second half of FY 2009 due to the global
recession. Emerging countries appear to have started to recover since the second half of FY 2009,
but in developed regions (Japan, the U.S. and Europe) recovery of demand is still weak.
Seasonality
Although Makita experiences limited seasonality in sales volume of certain gardening products,
Makitas business has no significant seasonality overall that affects Makitas consolidated sales
or profits.
14
Competition
The markets in which Makita sells its products are generally highly competitive. Makita
believes that competition in the portable electric power tool market is based on price, product
reliability, design and after-sale services and that its products are generally competitive as to
price and enjoy competitive advantage due to their reputation for quality, product reliability and
after-sale services. Makita is the largest manufacturer of portable electric power tools in Japan
and, together with one other Japanese competitor, accounts for a substantial majority of the total
sales of such products in Japan.
In overseas markets, Makita competes with a number of manufacturers, some of which are well
established in their respective local markets as well as internationally.
In recent years, in the U.S. power tool industry, some leading home centers have introduced their
own brands of power tools for professionals, and a high level of M&A activity is in progress within
the power tool industry.
Makita
has also experienced, particularly in countries with lower
purchasing power, increasing competition from China-based power tool manufacturers who often offer lower-priced products.
Makita believes many competitors are investing more time and resources on the development of their
global business. However, in the past two years, many companies were adversely affected by the
deterioration of the world economy. As a result, competition and pricing pressure has increased,
reflecting excess production capacity and excess inventories amid the rapid decline in sales.
Raw Materials and Sources of Supply
Makita purchases raw materials and parts to manufacture its products. The principal raw
materials and parts purchased by Makita include plastics, pressed steel plates, aluminum castings,
copper wires, switches, gears, blades, batteries, and bearings. The Company procures most of its
raw materials from multiple sources, although most of its parts are each obtained from single
suppliers.
As for raw material costs, Makita expects that the price of steel and copper which is used for
motors installed in Makitas products will rise due to increasing demands in emerging countries.
Makita purchases raw materials and parts in FY2010, amounted to ¥101,514 million. Raw materials and
parts are purchased from 430 suppliers in Japan and a number of local suppliers in each country in
which Makita performs manufacturing operations, with the largest single source accounting for
approximately 8% of Makitas total purchases of raw materials and parts. Makita also purchases from
outside sources finished products such as electric generators, lawn mowers and laser levels and
resells these products to its customers under the Makita brand.
Makita has not experienced any difficulty in obtaining raw materials, parts or finished products.
Government Regulations
Makita is subject to different government regulations in the countries and areas in which it
does business, such as required business and investment regulations approvals, export regulations
based on national-security or other reasons, and other export and import regulations such as
tariffs, as well as commercial, antitrust, patent, consumer and business taxation, exchange
control, and environment and recycling laws and regulations.
If countries to which Makita exports its products adopt new protectionist trade policies or
strengthen its tariff policy, such changes may affect Makitas exports and sales. Makita has
expanded sales, service and production activities worldwide, and has a diverse investment
portfolio. Consequently, Makita believes that the impact of the adoption of a new protectionist
trade policy in a particular region would be immaterial. The Makita Group recognizes the importance of information security in modern corporate
activities and has accordingly instituted the Makita Information Security Policy.
15
The Makita Group conducts internal audits as an information security measure in compliance with the
Policys guidelines.
In addition, as a systematic response in compliance with Section 404 of the Sarbanes-Oxley Act of
2002, the Makita Group addresses the development of global information systems to conduct
information security activities in cooperation with overseas subsidiaries.
Overseas subsidiaries operate in compliance with the Makitas Information Security Implementation
Procedure Manual.
Intellectual Property Rights
Makita is committed to technical development in anticipation of user needs as a leading global
company in the professional-use power tool industry. Makita considers its proprietary technologies
as the source of its competitive edge, and registers these technologies as intellectual property
rights and strives to protect the intellectual property rights proactively worldwide.
As of March 31, 2010, Makita owned 596 patents and 383 design rights in Japan and 603 patents,
105 utility model registrations and 697 design rights outside Japan. A utility model registration
is a right granted under Japanese law to inventions having a practical utility in terms of form,
composition or assembly, but embodying less originality than that required for patents.
As of March 31, 2010, Makita had made 779 applications for additional patents and 46 applications
for additional design rights in Japan as well as 750 patent and 93 design rights applications
outside Japan.
The number of Makitas patents and pending applications has been increasing annually both in
Japan and overseas. As of March 31, 2010, the patents held by Makita in Japan consisted of 446
patents in connection with power tools, 148 patents in connection with other products (such as
gardening tools and pneumatic tools) and two patents in connection with production engineering.
Patents held by Makita outside of Japan consisted of 462 patents in connection with power tools and
141 patents in connection with other products.
Even in the event the protection periods of patent rights and other intellectual property
rights possessed by Makita expire, Makita believes its business will not be adversely affected
because Makita constantly makes a strategic effort to acquire intellectual property rights and
effectively utilize intellectual properties. At present, Makita is involved in no litigation as a
defendant.
C. Organizational structure
As of March 31, 2010, the Makita Group consisted of 48 consolidated subsidiaries. The Company
is the parent company of the Makita Group. The Company heads the development of products. Domestic
sales are made by the Company and two domestic subsidiaries and overseas sales are made almost
entirely through sales subsidiaries and wholesalers.
16
The following is a list of significant subsidiaries of the Makita Group.
|
|
|
|
|
|
|
|
|
Country of |
|
Proportion of Ownership and |
Company Name |
|
Incorporation |
|
Voting interest |
Makita Numazu Corporation
|
|
Japan
|
|
100.0% |
|
Makita U.S.A., Inc.
|
|
U.S.A.
|
|
100.0 |
|
Makita Corporation of America
|
|
U.S.A.
|
|
100.0 |
|
Makita Canada Inc.
|
|
Canada
|
|
100.0 |
|
Makita Werkzeug GmbH
|
|
Germany
|
|
100.0 |
|
Dolmar GmbH
|
|
Germany
|
|
100.0 |
|
Makita (U.K.) Ltd.
|
|
U.K.
|
|
100.0 |
|
Makita Manufacturing Europe Ltd.
|
|
U.K.
|
|
100.0 |
|
Makita France S.A.
|
|
France
|
|
55.0 |
|
Makita S.p.A.
|
|
Italy
|
|
100.0 |
|
Makita Oy
|
|
Finland
|
|
100.0 |
|
Makita Werkzeug GmbH
|
|
Austria
|
|
100.0 |
|
Makita Sp. zo. o.
|
|
Poland
|
|
100.0 |
|
Makita (China) Co., Ltd.
|
|
China
|
|
100.0 |
|
Makita (Kunshan) Co., Ltd.
|
|
China
|
|
100.0 |
|
Makita do Brasil Ferramentas Eletricas Ltda.
|
|
Brazil
|
|
99.9 |
|
Makita Gulf FZE
|
|
U.A.E.
|
|
100.0 |
|
Makita (Australia) Pty. Ltd.
|
|
Australia
|
|
100.0 |
|
D. Property, plants and equipment
The following table sets forth information relating to Makitas principal production facilities as
of March 31, 2010.
|
|
|
|
|
|
|
|
|
|
Floor space |
|
|
|
Location |
|
|
(square meters) |
|
|
Principal products manufactured |
Japan: |
|
|
|
|
|
|
Makita Corp. Okazaki Plants
|
|
|
135,126 |
|
|
Electric power tools, etc |
Makita Numazu Corporation
|
|
|
21,199 |
|
|
Engine powered agricultural and gardening
equipments |
Overseas: |
|
|
|
|
|
|
Makita (China) Co., Ltd.
|
|
|
61,332 |
|
|
Electric power tools, etc. |
Makita (Kunshan) Co., Ltd.
|
|
|
26,564 |
|
|
Electric power tools, etc. |
Makita Corporation of America
|
|
|
24,053 |
|
|
Electric power tools, etc. |
Dolmar GmbH
|
|
|
17,747 |
|
|
Engine powered forestry equipments |
Makita EU S.R.L. (Romania)
|
|
|
13,788 |
|
|
Electric power tools, etc. |
Makita Manufacturing Europe
Ltd.
|
|
|
11,520 |
|
|
Electric power tools, etc. |
Makita do Brasil Ferramentas
Eletricas Ltda.
|
|
|
6,789 |
|
|
Electric power tools, etc. |
The figures stated above only count in production facilities excluding other facilities, such
as warehouse facilities, R&D facilities, sales offices and guard house.
In addition, the Company owns an aggregate of 203,099 square meters of floor space occupied by the
head office, R&D facilities warehouse facilities, a training center, dormitories and sales offices.
17
Makitas overseas manufacturing operations are conducted in China, the United States, Brazil,
the United Kingdom, Germany and Romania.
All buildings and land in these countries, except for land in China which is held under long-term
land lease, are owned by Makita. None of the buildings or land that Makita owns in Japan is subject
to any mortgage or lien.
Makita leases most of its sales offices in Japan and substantial majority of its overseas sales
offices and premises, except for the following locations which are owned by the respective
subsidiary companies;
|
|
Head offices and certain branch offices of Makita U.S.A., Makita Canada and Makita
Australia; and |
|
|
|
Head offices of Makita Germany, Makita France, Makita Nederland (the Netherlands), Makita
Belgium, Makita Italy, Makita Brazil, Makita Taiwan and Makita Singapore. |
Makita considers all of its principal manufacturing facilities and other significant
properties to be in good condition and adequate to meet the needs of its operations.
Makita adjusts production capacity based on its assessment of markets demands and prospects for
demands, according to market conditions and Makitas business objectives, by opening, closing,
expanding or downsizing manufacturing facilities or by increasing or decreasing output from the
facilities accordingly. Makita, therefore, believes that it is difficult and would require
unreasonable effort or expense to determine the exact productive capacity and the
extent of utilization of each of its manufacturing facilities with a reasonable degree of accuracy.
Makita, however, believes that its manufacturing facilities are currently operating at a normal
capacity of production facility.
In FY 2010, the Okazaki Plant was partially renovated, the Tokyo Technical Center was built in
Tokyo, Japan, and new office buildings for sales subsidiaries were built in France, the Netherlands
and Poland.
Item 4A. Unresolved Staff Comments
None
Item 5. Operating and Financial Review and Prospects
A. Operating results
General Overview
Makitas principal business is manufacturing and sales of power tools for professional users
worldwide.
Makita has nine production bases, two located in each of Japan and China, and one each in the
United States, Brazil, the United Kingdom, Germany and Romania. For FY2010, approximately 83% of
Makitas sales were outside of Japan. Makita is affected to a large extent by demand for power
tools worldwide, which in turn is influenced by factors including new housing construction, demand
for household renovations, public investment and private capital expenditures. The nature and the
extent to which each of these factors influence Makita differ in each country and region in which
Makita sells its products.
In FY2010, Makitas primary products were power tools such as drills, rotary hammers, hammer
drills, demolition hammers, grinders and cordless impact drivers. Sales of these products accounted
for more than 70% of Makitas total net sales. In addition, sales of gardening and household
products, including engine-equipped grass cutters and cordless cleaners, accounted for
approximately 14% of total net sales.
Developed countries in North America and Europe have matured markets for DIY products, and demand
for power tools is affected more by changes in consumer spending. Demand for power tools in
developing countries is expected to expand as the economic growth increases.
18
Developments in technology have also driven the market for power tools. In particular, in
recent years the development of rechargeable electric tools featuring small, light and
high-capacity lithium-ion batteries has resulted in an increased demand of rechargeable electric
tools as more users began to replace their conventional power tools which used NiCad or nickel
hydride batteries with those that use the new lithium-ion batteries.
Makita has established a solid presence worldwide with its portable power tools, however,
competition is becoming more severe on a global basis.
Prevailing economic conditions in FY 2010, especially in the first half, were extremely severe
reflecting the simultaneous global recession. The demand for Makitas products dropped
significantly and the yen continued to remain strong in the first half of FY2010 against many
currencies Makita uses for its transactions. As a result, Makitas net sales for FY2010 decreased
from the previous fiscal year.
In Western Europe, construction markets remained weak in the first half of FY2010. In Eastern
Europe and Russia, economic activities slowed down steeply due to financial contraction, which in
turn curbed capital investments and personal spending.
In North America, business conditions remained severe, investment drive did not recover
and businesses generally experienced excess facilities and capacities.
In Asia, the economy recovered modestly in the first half of FY2010. The Chinese economy was
the first to recover, followed by Southeast Asian countries where exports and personal spending
have picked up.
In Japan, the economy remained weak. Despite the expectation that the economy would be
vitalized by the Japanese governments stimulus programs, businesses picked up only in limited
business areas. Public sectors investments decreased, and the unemployment rate rose as a general
matter.
In the second half of FY2010, signs of gradual recovery of demand were seen in some regions in
the world, supported by economic stimulus measures taken by governments and the economic growth of
emerging countries.
Although economies in Southern Europe faced severe difficulties, economies in certain Western
European countries showed signs of modest recovery in the second half of FY2010.
In Asia, the Chinese economy grew and investment activities in neighboring countries have become
active.
However, recovery in Eastern Europe and Russia was slow in the second half of FY2010. Real
economic recovery was not seen in Japan and the United States even in the second half of FY2010,
and housing construction remained slow.
The demand for power tools dropped significantly in developed countries in FY2010, especially in
the first half of FY2010, compared with that before the financial depression two years ago.
Recovery has been slow, but some emerging countries are showing signs of recovery.
Under such economic situations, Makita has made a group-wide effort with respect to cost
reduction and promoted reinforcement of the management foundation.
In the R&D area, development of product lines pursuing compact, light-weight, low-noise and
low-vibration features, including power tools, chargeable electric tools and gardening equipment,
continued in FY2010. Moreover, Makita established the Tokyo Technical Center to strengthen its
development ability to enhance the environmental performance of small engines.
In the production area, Makitas Japanese plants are capable of producing various types of
high-value-added products in small quantities, while Makitas Chinese plants and other overseas
plants are engaged in mass production. Reflecting this global production structure,
Makita strives to strengthen the production system to be able to
maintain the high quality of its
products while quickly and flexibly responding to rapid changes in customer demand.
In the sales area, Makita reconstructed the headquarters buildings of sales companies in Europe (France, Netherlands and Poland). The distributor training function was also reinforced in Europe.
In Asia, Makita established a joint venture sales subsidiary in Vietnam in order to strengthen
sales and after-sale service systems.
As a result, consolidated net sales decreased by 16.4% compared with FY2009 to ¥245,823 million
19
As part of the Companys policy to maximize shareholders return, the Company paid an interim
dividend of ¥15 per share in November 2009 and a year-end dividend of ¥37 per share in June 2010.
The following table sets forth Makitas income statement for each of the years ended March 31,
2008, 2009 and 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
|
Yen in millions, except for percentage amounts |
|
|
in thousands |
|
|
|
|
2008 |
|
|
|
2009 |
|
|
|
2010 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
|
NET SALES |
|
¥ |
342,577 |
|
|
100% |
|
¥ |
294,034 |
|
|
100% |
|
¥ |
245,823 |
|
|
100% |
|
|
(16.4 |
)% |
|
|
$2,643,258 |
|
Cost of Sales |
|
|
199,220 |
|
|
58.2 |
|
|
170,894 |
|
|
58.1 |
|
|
149,938 |
|
|
61.0 |
|
|
(12.3 |
) |
|
|
1,612,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
143,357 |
|
|
41.8 |
|
|
123,140 |
|
|
41.9 |
|
|
95,885 |
|
|
39.0 |
|
|
(22.1 |
) |
|
|
1,031,022 |
|
Selling, General and Administrative
expenses |
|
|
76,326 |
|
|
22.2 |
|
|
73,065 |
|
|
24.9 |
|
|
65,495 |
|
|
26.6 |
|
|
(10.4 |
) |
|
|
704,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
|
67,031 |
|
|
19.6 |
|
|
50,075 |
|
|
17.0 |
|
|
30,390 |
|
|
12.4 |
|
|
(39.3 |
) |
|
|
326,774 |
|
OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and Dividend Income |
|
|
2,092 |
|
|
0.6 |
|
|
1,562 |
|
|
0.5 |
|
|
881 |
|
|
0.3 |
|
|
(43.6 |
) |
|
|
9,473 |
|
Interest Expense |
|
|
(269 |
) |
|
(0.1) |
|
|
(236 |
) |
|
(0.1) |
|
|
(71 |
) |
|
(0) |
|
|
(69.9 |
) |
|
|
(763 |
) |
Exchange Gains(Losses) on Foreign
currency transactions |
|
|
(1,233 |
) |
|
(0.4) |
|
|
(3,408 |
) |
|
(1.1) |
|
|
2,044 |
|
|
0.8 |
|
|
- |
|
|
|
21,979 |
|
Realized Gains(Losses) on Securities |
|
|
(1,384 |
) |
|
(0.4) |
|
|
(3,548 |
) |
|
(1.2) |
|
|
274 |
|
|
0.1 |
|
|
- |
|
|
|
2,946 |
|
Other, net |
|
|
- |
|
|
|
|
|
|
|
(2 |
) |
|
(0) |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
(794 |
) |
|
(0.3) |
|
|
(5,632 |
) |
|
(1.9) |
|
|
3,128 |
|
|
1.2 |
|
|
- |
|
|
|
33,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES |
|
|
66,237 |
|
|
19.3 |
|
|
44,443 |
|
|
15.1 |
|
|
33,518 |
|
|
13.6 |
|
|
(24.6 |
) |
|
|
360,409 |
|
Provision for Income Taxes |
|
|
19,728 |
|
|
5.7 |
|
|
10,731 |
|
|
3.6 |
|
|
10,952 |
|
|
4.4 |
|
|
2.1 |
|
|
|
117,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
|
46,509 |
|
|
13.6 |
|
|
33,712 |
|
|
11.5 |
|
|
22,566 |
|
|
9.2 |
|
|
(33.1 |
) |
|
|
242,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to the
noncontrolling interest |
|
|
(466 |
) |
|
(0.2) |
|
|
(426 |
) |
|
(0.2) |
|
|
(308 |
) |
|
(0.1) |
|
|
(27.7 |
) |
|
|
(3,312 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO MAKITA
CORPORATION |
|
|
¥46,043 |
|
|
13.4% |
|
|
¥33,286 |
|
|
11.3% |
|
|
¥22,258 |
|
|
9.1% |
|
|
(33.1 |
)% |
|
|
$239,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency Fluctuations
Makita is affected by fluctuations in foreign currency exchange rates due to its business
spanning the global market. Makita is primarily exposed to fluctuations of the Japanese yen against
the euro, the U.S. dollar, as well as other currencies of countries where Makita does business.
Makitas consolidated financial statements, presented in Japanese yen, are affected by currency
exchange rate fluctuations through both translation and transaction risks. Translation risk is the
risk that Makitas consolidated financial statements for a particular period or for a particular
date will be affected by changes in the prevailing exchange rates between the Japanese yen and the
currencies in which the subsidiaries prepare their financial statements. Even though the
fluctuations of currencies against the Japanese yen can be substantial and, therefore,
significantly impact comparisons with prior accounting periods and among various geographic
markets, the translation effect is a reporting consideration and does not reflect Makitas
underlying results of operations. Transaction risk is the risk that the currency structure of
Makitas costs and liabilities will deviate from the currency structure of sales proceeds and
assets. Makita enters into foreign exchange forward contracts in order to hedge a portion of its
transaction risk. Doing so has reduced, but not eliminated, the effects of exchange rate
fluctuations against the Japanese yen, which in some years can be significant.
Generally, the depreciation of the Japanese yen against other currencies, particularly the euro,
has a positive effect on Makitas operating income and net income. Conversely, the appreciation of
the Japanese yen against other currencies, particularly the euro, has the opposite effect. The
exchange rates of most currencies Makita uses with respect to its business depreciated against the
Japanese yen in FY2010.
20
FY2010 compared to FY2009
Net Sales
Makitas consolidated net sales for FY2010 amounted to ¥245,823 million, a decrease of 16.4%,
or ¥48,211 million, from FY2009. In FY2010, the average Japanese yen-U.S. dollar exchange rate was
¥92.89 for U.S. $1.00, representing a 7.8% appreciation of the Japanese yen compared to the average
exchange rate in FY2009. The average Japanese yen-euro exchange rate in FY2010 was ¥131.18 for 1.00
euro, representing a 8.9% appreciation of the Japanese yen compared to the average exchange rate in
FY2009. Excluding the effect of currency fluctuations, consolidated net sales would have decreased
by 9.1% or ¥26,682 million in FY2010.
Economic conditions in FY 2010, especially in the first half, were extremely severe due to the
impact of the global recession. The demand for Makitas products dropped significantly and the yen
value continued to be strong against many currencies Makita used for its business during FY2009. As
a result, Makitas sales revenues for the fiscal year decreased from the previous fiscal year.
In the second half of FY2010, signs of gradual recovery of demand were seen in some regions,
supported by economic stimulation measures taken by governments and the economic growth
of emerging countries.
The demand for power tools dropped significantly in developed countries, compared with that
before the financial depression two years ago. Recovery has been slow.
In terms of product type, the sales of power tools decreased by 19.0%, or ¥40,705 million; the
sale of gardening and household products decreased by 7.5%, or ¥2,771 million; and revenue from
parts, repairs and accessories decreased by 11.2%, or ¥4,735 million. Decrease of sales of Makitas main products including grinders, hammer
drills and driver drills ranged between 15% and 25% due to the severe drop in demand for power
tools which worsened the business environment, especially in the first half of FY2010.
On the other hand, the ratio of sale of cordless power tools to total sales of products increased
to 34.5% in FY2010 from 31.8% in FY2009.
Sales
by Region
In Japan, the number of new housing construction has been stagnant due to the implementation
of a more stringent Building Standards Law and global financial crisis. Consequently, demand for
power tools has not recovered, leading to a decrease in sales by 7.6%, or ¥3,525 million, to
¥42,697 million.
In Europe, demand in Germany and France was steady, but recovery was slow in Spain, Italy and
other Southern European countries, Eastern European countries and Russia. Excluding the effect of
currency translation, sales in Europe decreased by 9.2%, or ¥12,595 million.
The drop in the exchange rates of local currencies had a significant negative impact. The euro
depreciated by 8.9% and the British pound by 15.2% against the Japanese yen year-over-year.
Partly due to the considerable drop in the exchange rates of local currencies, sales in Europe
after translation into Japanese yen decreased by 20.4%, or ¥28,007 million, to ¥109,106 million.
Net sales in local currency terms decreased in Western Europe by 5.7% and in Eastern Europe and
Russia by 14.5%.
Net sales after translation into Japanese yen decreased in Eastern Europe and Russia by 28.6%, the
United Kingdom by 26.2%, Germany by 8% and France by 8.2%.
In North America, the condition of the construction market in the United States remained
severe. Demand dropped significantly in the first half of FY2010. Although Christmas campaigns
mainly targeting home improvement centers contributed strongly to sales results in the second half
of FY2010, the housing demand remained low throughout the fiscal year. In Canada, demand dropped
sharply in the first half of the year due to the delayed impact of the financial recession.
21
As a result, sales in North America decreased by 18.4%, or ¥7,780 million, to ¥34,509 million.
The appreciation of the yen by 7.8% against the U.S. dollar was also a contributing factor to
the decline of net sales in North America. Excluding the effect of currency translation, sales in
North America decreased by 11.9%, or ¥5,013 million.
Demand in Asia excluding Japan dropped significantly due to the worldwide recession in the
first half of FY2010 and the weak performance of industries in Asia relying on exports to Europe
and the United States. Moreover, the cost competitiveness of Japanese products weakened due to the
appreciation of the yen value against local currencies. Thus, Makitas sales in Asia dropped
sharply in the first half of FY2010.
In the second half, governments of Asian countries implemented economic stimulating measures,
including improvement of infrastructures, and the economies expanded in China and India. Sales in
Asia started to become active supported by the signs of economic recovery in the United States and
in Europe. Business in Asia seems to have started to recover.
Excluding the effect of currency translation, sales in Asia decreased by 13.2%, or ¥2,897 million.
Net sales in Asia excluding Japan after translation into Japanese yen decreased by 16.5%, or ¥3,622
million, to ¥18,373 million.
In Other regions, net sales in Central and South America after translation into Japanese yen
decreased by 9.0%, to ¥15,228 million. Sales on a local currency basis were strong in Brazil and
other countries. However, sales on a Japanese yen basis were negatively affected by the stronger
Japanese yen against local currencies.
In Oceania, net sales after translation into Japanese yen decreased by 0.7%, to ¥13,116 million,
however, net sales on the local currency basis increased by 3.1%.
Demand in Australia was strong and sales of gardening equipment via home improvement centers
increased. However, sales on a Japanese yen basis were negatively affected by the stronger Japanese
yen against Australian dollars.
The Australian dollar fell by 2.4% against the Japanese yen and the Brazilian Real declined by 5.7%
(year-over-year comparison on exchange rates for net sales).
In the Mid-East and Africa, net sales in translation into Japanese yen decreased by 22.3%, to
¥12,794 million.
The market environment in the Middle East and Africa was severe mainly due to the impact of the
Dubai crisis.
As a consequence, excluding the effect of currency translation, sales in Other regions decreased by
5.7%, or ¥2,652 million.
Sales in Other regions after translation into Japanese yen decreased by 11.4%, or ¥5,277 million,
to ¥41,138 million.
Review of Performance by Product Group
Power Tools
The Power Tools group offers a wide range of products such as drills, grinders and sanders,
rotary hammers and hammer drills, demolition hammers and electric breakers, cordless impact
drivers, circular saws, slide compound saws and cutters. These products represent the
largest portion of Makitas net sales.
In FY2010, sales of power tools decreased by 19.0% from the previous fiscal year to ¥173,998
million, accounting for 70.8% of consolidated net sales. In Japan, sales of power tools decreased
by 13.3% to ¥18,021 million, accounting for 42.2% of the domestic net sales.
Overseas sales of power tools decreased by 19.6% to ¥155,977 million, accounting for 76.8% of
overseas net sales.
New products launched during FY2010 included cordless impact drivers equipped with brushless motors
powered by 14.4V lithium-ion batteries and compact and lightweight slide compound saw equipped with
double sliding mechanism.
Gardening Equipments, Household and Other Products
Principal products in Makitas gardening and household products group include chain-saws,
brush-cutters, vacuum cleaners and cordless cleaners.
In FY2010, sales of gardening equipments, household and other products decreased by 7.5%, to
¥34,145 million, which accounted for 13.9% of consolidated net sales.
22
Domestic sales of gardening equipments, household and other products increased by 4.3%, to ¥13,462
million, accounting for 31.5% of total domestic sales. Overseas sales of the product category
decreased by 13.9%, to ¥20,683 million, accounting for 10.2% of total overseas sales in FY2010.
New products launched during FY2010 included cordless compact vacuum cleaners powered by
lithium-ion batteries, cordless brushcuttters powered by 36V
lithium-ion batteries, and lightweight
petrol hedge trimmers.
Makita engages in the production of engine-equipped gardening equipments and cordless gardening
equipments powered by batteries that are environment-friendly in terms of noise and exhaust
emissions, and therefore future sales expansion is anticipated.
Parts, Repairs and Accessories
Makitas after-sales services include the sales of parts, repairs and accessories.
In FY2010, the sales of parts, repairs and accessories decreased by 11.2%, to ¥37,680 million,
accounting for 15.3% of consolidated net sales. Domestic sales of parts, repairs, and accessories
decreased by 10.5% to ¥11,214 million, accounting for 26.3% of domestic net sales.
Overseas sales of parts, repairs and accessories decreased by 11.4%, to ¥26,466 million, accounting for 13.0% of overseas
net sales.
Gross Profit
Gross profit on sales decreased by 22.1%, or ¥27,255 million, to ¥95,885 million.
The gross profit margin dropped 2.9 points from 41.9% to 39.0% . Sales by overseas sales companies
decreased on a Japanese yen basis due to appreciation of the Japanese yen against local currencies.
Also, the ratio of production labor costs and expenses increased in
Japanese and overseas plants, as plant utilization decreased due to
reduction in production volume, reflecting adjustments to
inventory volumes.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for FY2010 decreased by 10.4%, or ¥7,570 million
to ¥65,495 million compared with FY2009, primarily because product transportation costs decreased
due to lower sales. Cost saving efforts, such as reduction of advertising and travel expenses, were
also implemented. Selling, general and administrative expenses excluding the impact of currency
fluctuations decreased by 4.6%, or ¥3,347 million compared with FY2009. The ratio of selling,
general and administrative expenses to sales rose by 1.7 points from 24. 9% in FY2009 to 26.6% in
FY2010.
In addition, Makita recognized ¥1,605 million of impairment losses on goodwill and long-lived
assets of Makita Numazu Corporation, a Japanese entity acquired by the Company in FY2008, as well as
net losses on disposal or sales of property, plant and equipment of ¥284 million in FY2010,
compared with net losses of ¥430 million in FY2009.
Operating Income
As a result of the above, operating income for FY2010 decreased by 39.3%, or ¥19,685 million,
to ¥30,390 million. This decrease was mainly due to currency fluctuations and decrease in sales.
Operating margin decreased by 4.6 points, from 17.0% to 12.4% compared with FY2009.
Other Income (Expenses)
In FY2010, other income was ¥3,128 million, compared with other expense of ¥5,632 million in
FY2009.
The major components of other income were as follows:
(1) |
|
The amount of foreign exchange gain was ¥2,044 million, due to foreign exchange gain mainly
in Brazil resulting from transfer of loan payable to the Company from U.S. Dollar basis to
Japanese yen basis according to the renewal of the loan contract. |
23
(2) |
|
Realized gains on securities amounted to ¥274 million, compared with realized losses on
securities of ¥3,548 million in FY2009. This gain was mainly due to the recovery of stock
prices. |
As the Company operates using only its equity capital, and the subsidiaries are financed by
loans from within the Makita Group, the variation in interest expense is insignificant.
Income before Income taxes
Income before income taxes for FY2010 decreased by 24.6%, or ¥10,925 million, to ¥33,518
million. The ratio of income before income taxes to sales in FY2010 decreased by 1.5 points, from
15.1% to 13.6%, compared with FY2009.
Provision for Income taxes
Provision for income taxes for FY2010 amounted to ¥10,952 million, an increase of 2.1%, or
¥221 million, compared with FY2009. The effective tax rate for FY2010 was 32.7%, an
increase of 8.6 points from 24.1% for FY2009 primarily because Makita recorded a valuation
allowance against certain deferred income tax assets in FY2010.
Net Income Attributable to Makita Shareholders
As a result of the above, net income for FY2010 decreased by 33.1%, or ¥11,028 million, to
¥22,258 million compared with FY2009. Net income ratio to sales decreased by 2.2 points, to 9.1% in
FY2010 from 11.3% in FY2009.
Earning per Share
Basic earnings per share of common stock decreased to ¥161.6 in FY2010 from ¥236.9 in FY2009.
Regional Segments
Segment information described below is based on the location of the Company and its relevant
subsidiaries. Sales by segment are shown based on shipment routes and, accordingly differ from the
geographic area information provided elsewhere in this document.
Makita evaluates the performance of each operating segment based on U.S. GAAP. Segment profit
and loss is measured in a consistent manner with consolidated operating income, which is earnings
before income taxes excluding interest and dividend income, interest expense, foreign currency
transaction exchange gains and losses, realized gains and loses on investment securities, and
other.
Transactions between business segments are carried out at arms-length prices.
Japan Segment
In FY2010, sales in the Japan segment decreased by 25.9%, to ¥89,076 million. Sales to
external customers decreased by 12.7% to ¥55,767 million, which accounted for 22.7% of consolidated
net sales.
The decrease reflects decrease in sales in the domestic market and also reflects the sharp
decline in exports to Eastern Europe, Russia and the Middle East constituting inter-segment
sales within the Japan segment.
Due to this drop in sales, this segment was not able to absorb its fixed charges sufficiently and
recognized ¥1,605 million in an impairment loss resulting from the revaluation of goodwill and
long-lived assets of Makita Numazu acquired by the Company in FY2008.
Accordingly, this segment recorded operating losses of ¥643 million.
24
Europe Segment
In FY2010, sales in the Europe segment decreased by 20.6% to ¥112,293 million. Sales to
external customers decreased by 20.2%, to ¥109,484 million, which accounted for 44.5% of
consolidated net sales.
The decrease is mainly due to a sharp drop in sales in Eastern Europe and Russia, and depreciation
of local currencies in Europe.
In addition, cost of sales increased as the cost of products manufactured in our Japan and China plants
increased.
The depreciation of the Euro and other European currencies resulted in further increases in cost of
sales.
Depreciation expense increased due to the renovation of buildings and warehouses of certain
European sales subsidiaries.
Accordingly, segment operating income decreased by 34.7%, to ¥12,875 million.
North America Segment
In FY2010, sales in the North America segment decreased by 22.8%, to ¥36,394 million. Sales to
external customers decreased by 18.6% to ¥34,547 million, which accounted for 14.1% of consolidated
net sales.
A sharp decline in sales occurred during the first half of FY2010 in the United States, most
notably a significant decrease in sales at specialty stores for professional applications. The
construction market in the United States remained severely depressed through the
first half of FY2010. Although Christmas campaigns mainly targeting home improvement centers
contributed strongly to sales results in the second half of FY2010, housing demand remained low
throughout the fiscal year. In Canada, demand dropped sharply in the first half of the year due to
a delayed impact of the financial recession.
In North America, sales to the home improvement centers, which generate lower profit margins, increased
as a percentage of the total sales. In the U.S, plant, as the operating ratio decreased due to drop
in production volume, the ratio of fixed charges in manufacturing cost increased. Accordingly,
operating income decreased by 57.4%, to ¥360 million.
Asia Segment
In FY2010, sales in the Asia segment decreased by 30.9% to ¥66,827 million. Sales to external
customers decreased by 9.5%, to ¥9,007 million, which accounted for 3.7% of the consolidated net
sales.
This decrease is primarily due to significantly decreased demand in the first half of the fiscal
year, despite a slight recovery in demand in Southeast Asian countries during the second half of
the fiscal year. In the second half of FY2010, certain governments of Asian countries implemented economic
stimulation measures, including improvements to infrastructure, and the economies expanded in China
and India.
In Asia, the ratio of cost of sales experienced almost no substantial changes, however, due to
drop in sales, segment operating income decreased by 27.3%, to ¥8,880 million in FY2010.
Other Segment
FY2010, sales in the Other segment decreased by 8.7% to ¥37,116 million. Sales to external
customers decreased by 8.7%, to ¥37,018 million, which accounted for 15.0% of the consolidated net
sales.
This decrease is primarily due to a sharp drop in demand in the Middle East.
In the Latin America region, especially in Brazil, demand remained steady and sales of
gardening tools increased in comparison with the previous fiscal year. However, in the second half
of FY2010, the Brazilian Real depreciated, which resulted in an increase in the cost of sales. SGA
expenses increased due to the transfer of production from one plant in Brazil to another. Sales on
a local currency basis were strong in Brazil and other Latin America countries. However, sales on a
Japanese yen basis were negatively affected by the appreciation of the Japanese yen against local
currencies.
Demand in Australia was strong and sales of gardening equipment via home improvement centers
increased.
The Australian dollar depreciated slightly, which contributed to an increase in the cost of sales. The
profit decreased mainly due to an increase of lower margin gardening equipment sales as a
percentage of total sales.
25
However, sales on a Japanese yen basis were negatively affected by the appreciation of the Japanese
yen against Australian dollars.
In the Middle East region, demand in the construction market throughout FY2010 was further
weakened by the economic crisis experienced in Dubai. Moreover, The the cost of inventory increased due to the
appreciation of the Japanese yen against the U.S. dollar.
Accordingly, segment operating income decreased by 55.2%, to ¥2,174 million, in FY2010.
FY2009 compared to FY2008
Net Sales
Makitas consolidated net sales for FY2009 amounted to ¥294,034 million, a decrease of 14.2%,
or ¥48,543 million, from FY2008. In FY2009, the average Japanese yen-U.S. dollar exchange rate was
¥100.71 for U.S.$1.00, representing a 12% appreciation of the Japanese yen compared to the average
exchange rate in FY2008. The average Japanese yen-euro exchange rate in FY2009 was ¥144.07 for 1.00
euro, representing a 10.8% appreciation of the Japanese yen compared to the average exchange rate
in FY2008. Excluding the effect of currency fluctuations, consolidated net sales would have
decreased by 4.5% in FY2009.
In terms of product type, the sales of power tools decreased by 16.1%, or ¥41,166 million; the
sale of gardening and household products decreased by 8.6%, or ¥3,494 million; and revenue from
parts, repairs and accessories decreased by 8.4%, or ¥3,883 million.
Decrease of sales of Makitas main products including grinders, hammer drills and driver drills
ranged between 12% and 19% due to a rapid decline in demand for power tools which worsened the
business environment in the second half of FY2009. On the other hand, the ratio of sale of cordless
power tools to total sales of power tools increased to 27.2% from 26.4% in FY2008.
Sales
by Region
The decrease in consolidated net sales in FY2009 can be attributed to a decrease in sales in
Japan by 11.4%, or ¥5,971 million, to ¥46,222 million, a decrease in sales in Europe by 14.5%,
or ¥23,247 million, to ¥137,113 million; a decrease in sales in North America, by 25.0%, or ¥14,133
million, to ¥42,289 million; a decrease in sales in Asia (excluding Japan) by 2.8%, or ¥634
million, to ¥21,995 million and a decrease in sales in Other regions, including Central and South
America, the Middle East, Africa and Oceania, by 8.9% or ¥4,558 million, to ¥46,415 million.
In Japan, the number of new housing construction started has been stagnant since summer 2007
partly due to the implementation of a more stringent Building Standards Law of Japan. Consequently,
demand for power tools has not recovered, leading to a decline in sales.
In Europe, demand for construction in Western Europe decreased and the financial crisis
considerably affected the real economy in Eastern Europe and Russia, where demand had been strong
until the first half of FY2009 before the outbreak of the financial crisis. The chain effect of
this crisis caused a sharp decline in sales in the second half of FY2009.
Net sales in local currency terms decreased in Western Europe by 6.6%, but increased in Eastern
Europe and Russia by 2.3%. The considerable drop in the exchange rates of local currencies had a
significant negative impact. The euro depreciated by 10.8% and the British pound by 23.9% against
the Japanese yen year-over-year.
Net sales in translation into Japanese yen decreased in Eastern Europe and Russia by 5.8%, the
United Kingdom by 25.4%, Germany by 12.7% and France by 15.2%. Excluding the effect of currency
translation, sales in Europe decreased by 3.4%, or ¥5,415 million.
26
In North America, where the financial crisis began, housing investments and the commercial
construction market considerably declined. Even Christmas season sales, typically the best sale
opportunity during the year remained stagnant due to sluggish sales at retailers. The appreciation
of the yen by 12% against the U.S. dollar was also a contributing factor to the decline of net
sales. Excluding the effect of currency translation, sales in North America decreased by 13.5%, or
¥7,633 million.
In Asia, sales were favorable in the Southeast Asia region during the first half of FY2009,
but demand for construction fell rapidly in the second half of FY2009. Excluding the effect of
currency translation, sales in Asia increased by 0.9%, or ¥214 million.
In Other regions, investments in construction in Brazil and the Middle East increased due to
the hike of crude oil and natural resource prices during the first half of FY2009. However, such
investments rapidly decreased following the financial crisis during the second half of FY2009. A
sharp decline in currencies of emerging countries also accelerated the rapid decline of new
construction starts. In Oceania, net sales on a local currency basis increased by 4.8%, however,
this was largely affected by the decline of currencies in the second half of FY2009. The Australian
dollar fell by 18.5% against the Japanese yen and Brazils Real declined by 14.4% (year-over-year
comparison on exchange rates for net sales). Excluding the effect of currency translation, sales in
Other regions increased by 6.4%, or ¥3,245 million.
Review of Performance by Product Group
Power Tools
The Power Tools group offers a wide range of products such as drills, grinders and sanders,
rotary hammers and hammer drills, demolition hammers and electric breakers, cordless impact
drivers, circular saws, slide compound saws and cutters. These products represent the largest
portion of Makitas consolidated net sales.
In FY2009, sales of power tools decreased by 16.1% to ¥214,703 million year-over-year,
accounting for 73.0% of consolidated net sales.
In Japan, sales of power tools decreased by 11.9% to ¥20,788 million, accounting for 45.0% of the
domestic net sales.
Overseas sales of power tools decreased by 16.5% to ¥193,915 million, accounting for 78.3% of
overseas net sales.
New products launched during FY2009 included brushless impact drivers and rotary hammers equipped
with 36V lithium-ion batteries.
Gardening Equipments, Household and Other Products
Principal products in Makitas gardening and household products group include chain-saws,
brush-cutters, vacuum cleaners and cordless cleaners. In FY2009, sales of gardening and household
products decreased by 8.6%, to ¥36,916 million, which accounted for 12.6% of consolidated net
sales. Domestic sales of gardening and household products decreased by 15.9%, to ¥12,907 million,
accounting for 27.9% of total domestic sales. Overseas sales of gardening and household products
decreased by 4.2%, to ¥24,009 million, accounting for 9.7% of total overseas sales in FY2009.
New products launched during FY2009 included cordless cleaners and sprays powered by lithium-ion
batteries, low-vibration hedge trimmers and backpack-type, mini 4-stroke engine-equipped grass
cutters.
In FY2008, Makita acquired all outstanding shares of Fuji Robin Industries, Ltd. (currently Makita
Numazu Corporation), in exchange for approximately ¥2,673 million in cash and 81,456 Makita shares
(with a fair value of ¥397 million) aimed to expand its business in the gardening equipment market.
Makita Numazu engages primarily in the production of engine-equipped gardening equipment,
especially mini 4-stroke engines that are environment-friendly in terms of noise and exhaust
emissions, and therefore future sales expansion is anticipated. While such effects is yet to be
seen in terms of sales and profits, such effect can be expected after engine production is
transferred to Makitas plants in China in order to reduce costs
of production of engine-equipped gardening equipments.
27
Parts, Repairs and Accessories
Makitas after-sales services include the sales of parts, repairs and accessories. In FY2009,
the sales of parts, repairs and accessories decreased by 8.4%, to ¥42,415 million, accounting for
14.4% of consolidated net sales. Domestic sales of parts, repairs, and accessories decreased by
5.4% to ¥12,527 million, accounting for 27.1% of domestic net sales.
Overseas sales of parts, repairs, and accessories decreased by 9.6% to ¥29,888 million,
accounting for 12.0% of overseas net sales.
Gross Profit
Gross profit on sales decreased by 14.1%, or ¥20,217 million, to ¥123,140 million.
Gross profit margin rose by 0.1 point from 41.8% to 41.9% compared with FY2008, which is mainly due
to positive effects from strong sales in the first half of FY2009, a rise in the production rate of
the plants in China and favorable exchange rate fluctuations, despite a decline in sales during the
second-half of FY2009 and rapid appreciation of the Japanese yen resulting in a rise in the cost of
sales.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for FY2009 decreased by 4.7%, or ¥3,563 million
from FY2008 to ¥72,635 million compared with FY2008.
R&D cost mainly incurred in Japan increased. Although personnel cost increased overseas on a local
currency basis, the corresponding amount in Japanese yen decreased due to the appreciation of the
Japanese yen.
In FY2009, selling, general and administrative expenses excluding the impact of currency
fluctuations increased by 4.1%, or ¥3,121 million compared with FY2008. The ratio of selling,
general and administrative expenses to sales rose by 2.5 points from 22.2% in FY2008 to 24.7% in
FY2009.
Losses (Gains) on Disposal or Sales of Property, Plant and Equipment
In FY2009, the Company demolished parts of its head office building and Okazaki plant through
reconstruction projects. Makita recognized net losses on disposal or sales of property, plant and
equipment of ¥430 million in FY2009, compared with net losses of ¥128 million in FY2008.
Operating Income
As a result of the above, operating income for FY2009 decreased by 25.3%, or ¥16,956 million
to ¥50,075 million. This decrease was mainly due to currency fluctuations and decrease in sales.
Operating margin decreased by 2.6 points, from 19.6% to 17.0% compared with FY2009.
Other Income (Expenses)
In FY2009, other expense was ¥6,058 million, compared with other expense of ¥1,260 million in
FY2008.
The major components of other expense were as follows:
(1) |
|
Realized losses on securities amounted to ¥3,548 million, compared with realized losses on
securities of ¥1,384 million in FY2008. This increase of losses was mainly due to the decline
of stock price. |
(2) |
|
The amount of foreign exchange losses increased by ¥2,175 million, to ¥3,408 million, in
FY2009 due to foreign exchange losses mainly in Brazil and China. |
As the Company operates using only its equity capital, and the subsidiaries are financed by
loans from within the Makita Group, the variation in interest expense is insignificant.
Income before Income taxes
Income before income taxes for FY2009 decreased by 33.1%, or ¥21,754 million, to ¥44,017
million. This was the first profit decline in seven fiscal years. The ratio of income before income
taxes to sales in FY2009 decreased by 4.2 points, from 19.2% to 15.0% compared with FY2008.
28
Provision for Income taxes
Provision for income taxes for FY2009 amounted to ¥10,731 million, a decrease of 45.6%, or
¥8,997 million, compared with FY2008.
The effective tax rate for FY2009 was 24.4%, a decrease of 5.6 points from 30.0% for FY2008
primarily because of a higher proportion of foreign source income from overseas subsidiaries in
FY2009 that are subject to lower tax rates.
Net Income
As a result of the above, net income for FY2009 decreased by 27.7%, or ¥12,757 million, to
¥33,286 million compared with FY2008. Net income ratio to sales was 11.3% in FY2009.
Earning per Share
Basic earnings per share of common stock decreased by 26%, to ¥236.9 in FY2009 from ¥320.3 in
FY2008.
In FY2009, the Company repurchased six million shares of its own stock and then retired four
million shares of treasury stock.
Regional Segments
Segment information described below is based on the location of the Company and its relevant
subsidiaries.
Sales by segment shown below are based on shipment routes and accordingly differ from the
geographic area information provided elsewhere in this document.
Makita evaluates the performance of each operating segment based on U.S. GAAP. Segment profit
and loss is measured in a consistent manner with consolidated operating income, which is earnings
before income taxes excluding interest and dividend income, interest expense, foreign currency
transaction exchange gains and losses, realized gains and loses on investment securities, and
other.
Transactions between business segments are carried out at arms-length prices.
Japan Segment
In FY2009, sales in the Japan segment decreased by 15.3%, to ¥120,230 million.
Sales to external customers decreased by 11.9% to ¥63,859 million, which accounted for 21.7% of
consolidated net sales. The decrease reflects an 11.4% decrease in sales in the domestic market.
The number of new housing construction starts has been stagnant since summer 2007 partly due to the
implementation of the stringent Building Standards Law of Japan. The decrease was also attributable
to a sharp decline in exports to North America and Europe further impacted by the appreciation of the
Japanese yen against mainly the U.S. dollar, the Euro, the Australian dollar and the British pound
sterling.
Cost of sales as a percentage of sales increased due to increases in both the production costs per
unit and the ratio of fixed charges resulting from a reduction of production volume.
Selling, general and administrative expenses increased due to accelerated depreciation and
the transfer of the Atsugi plant activities to the Okazaki plant and higher research and
development expenses.
Segment operating expenses in Japan decreased by 6.6%, to ¥112,109 million. Segment income
decreased by 63.1%, to ¥8,121 million in FY2009.
Europe Segment
In FY2009, sales in the Europe segment decreased by 14.7% to ¥141,384 million. Sales to
external customers decreased by 14.3%, to ¥137,230 million, which accounted for 46.7% of
consolidated net sales.
This decrease is mainly due to a decrease of sales in Europe and the depreciation of local
currencies in Europe.
Demand for construction in Western Europe declined and the financial crisis considerably affected
the economy in Eastern Europe and Russia, where demand had been strong until the first half of
FY2009. The impact of the global economic crisis caused a sharp decline in sales in the second half
of FY2009. Net sales in local currency terms decreased in Western
Europe by 6.6%, but increased in
Eastern Europe and Russia by 2.3%. The considerable drop in the exchange rates of local currencies
further impacted net sales on a Japanese yen basis.
29
The euro and other European currencies depreciated against the Japanese yen resulting in an
increase in cost of sales. Shipping and advertising expenses decreased consistent with the decrease
in sales. Segment operating income decreased by 26.9%, to ¥19,716 million.
North America Segment
In FY2009, sales in the North America segment decreased by 23.3%, to ¥47,136 million. Sales to
customers decreased by 24.5% to ¥42,446 million, which accounted for 14.4% of consolidated net
sales. This decrease in sales was primarily due to a large decline in sales in the United States,
most notably a significant decrease in sales at specialty stores for professional applications. In
the United States, cost of sales as a percentage of sales decreased due to higher margins experienced in
cordless tools sales. In addition, selling, general and administrative expenses such as sales
bonuses and advertising support expenses were reduced as sales decreased. In Canada, cost of sales
increased due to the depreciation of the Canadian dollar.
Operating income decreased by 50.8%, to ¥845 million due to the significant decrease in sales.
Asia Segment
In FY2009, sales in the Asia segment decreased by 14.1% to ¥96,651 million. Sales to external
customers decreased by 11.7%, to ¥9,954 million, which accounted for 3.4% of the consolidated net
sales.
This decrease was primarily due to declines in sales of subsidiaries in Singapore, Hong Kong and
China, as well as the adverse effect of exchange rate fluctuations. In Asia, operating expenses
decreased as result of the reduction of shipping expenses from the Chinese plants, mainly due to
the decline of sales and crude oil value. Despite decreases in expenses due to product mix changes and cost reduction efforts. Segment operating income decreased by 12.9%, to ¥12,213
million in FY2009.
Other Segment
FY2009, sales in the Other segment decreased by 4.5% to ¥40,666 million. Sales to external
customers decreased by 4.3%, to ¥40,545 million, which accounted for 13.8% of the consolidated net
sales.
Although the number of products sold increased, sales on a Japanese yen basis decreased due to the
effect of unfavorable exchange rates.
In Latin America, the appreciation of the Brazilian Real through the fiscal year resulted in a
decrease of cost of sales as a percentage of sales. Operating expenses increased due to increases
in the labor force and also due to depreciation expenses related to a second plant in Brazil.
In the Middle East region, cost of sales as a percentage of sales decreased as a result of selling
price increases.
In Oceania, cost of sales as a percentage of sales increased due to the depreciation of the
Australian dollar during the second half of FY2009.
Segment operating income decreased by 13.3%, to ¥4,850 million, in FY2009.
CRITICAL ACCOUNTING POLICIES
Makita believes that the following are the critical accounting policies and related judgments
and estimates used in the preparation of its consolidated financial statements and accompanying
note.
Revenue Recognition
Makita recognizes revenue when persuasive evidence of an arrangement exists, delivery has
occurred or services are rendered, the sales price is fixed and determinable or collectibility is
reasonably assured. Makita offers sales incentives to qualifying customers through various
incentive programs. Sales incentives primarily involve volume-based rebates, cooperative
advertising and cash discounts.
Volume-based rebates are given in the form of cash or credit memos and settled monthly,
quarterly, semiannually or annually. Volume-based rebates are given to specific customers as a
specified percentage of sales amounts for the agreed calculation period if accumulated sales to the
customer achieve specified sales volume.
30
Based on
such agreed percentages applicable specific customers and estimated of accumulated sales
volume during the agreed program period, liabilities for volume-based rebates are
recognized with a corresponding reduction to revenue for the sales incentive at the time the
related revenue is recognized. If expected sales levels are not achieved or achieved in levels
higher than anticipated resulting in a greater magnitude of incentive, the result could have a
material impact on Makitas financial statements.
Cooperative
advertising programs are provided to certain customers as a contribution to or as
sponsored funds for advertisements. Cooperative advertising programs vary by customer agreement.
Under Makitas cooperative advertising programs, specified customers receive cooperative
advertisement allowances based on a certain percentage of sales per agreement and are not
required to submit proof of advertisement to Makita. Liabilities for cooperative advertisings are
recognized with a corresponding reduction to revenue for the expected cooperative advertisings at
the time the related revenue is recognized, and are based on the estimation of cooperative
advertisings reflecting the historical performance of individual customers.
Cash discounts are provided as a certain percentage of the invoice price as predetermined by
spot contracts or based on contractually agreed upon amounts with customers. Cash discounts are
recognized as a reduction of revenue at the time the related revenue
is recognized, based on
Makitas ability to reliably estimate such future discounts to be taken. Estimates of expected cash
discounts are evaluated and adjusted periodically based on actual sales transactions and historical
trends.
The following table shows the changes in accruals for volume-based rebates, cooperative
advertising and cash discounts for the years ended March 31, 2008, 2009 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
Yen in millions |
|
in thousands |
|
For the year ended March 31, |
|
|
2008 |
|
2009 |
|
2010 |
|
2010 |
Volume-based Rebates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual payment for the year |
|
¥ |
(9,626 |
) |
|
¥ |
(10,343 |
) |
|
¥ |
(6,763 |
) |
|
$ |
(72,720 |
) |
Charge to earnings for the year |
|
|
9,897 |
|
|
|
7,866 |
|
|
|
6,519 |
|
|
|
70,097 |
|
Translation adjustments |
|
|
346 |
|
|
|
662 |
|
|
|
(1 |
) |
|
|
(11 |
) |
Accrued expense or deduction
of account receivable(BS) as
of March 31 |
|
|
4,476 |
|
|
|
2,661 |
|
|
|
2,416 |
|
|
|
25,978 |
|
Cooperative Advertisings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual payment for the year |
|
|
(3,585 |
) |
|
|
(3,981 |
) |
|
|
(2,453 |
) |
|
|
(26,376 |
) |
Charge to earnings for the year |
|
|
3,517 |
|
|
|
3,435 |
|
|
|
2,923 |
|
|
|
31,430 |
|
Translation adjustments |
|
|
64 |
|
|
|
185 |
|
|
|
(109 |
) |
|
|
(1,172 |
) |
Accrued expense or deduction
of account receivable(BS) as
of March 31 |
|
|
953 |
|
|
|
592 |
|
|
|
953 |
|
|
|
10,247 |
|
Cash Discounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual payment for the year |
|
|
(5,891 |
) |
|
|
(5,514 |
) |
|
|
(4,281 |
) |
|
|
(46,032 |
) |
Charge to earnings for the year |
|
|
5,881 |
|
|
|
5,444 |
|
|
|
4,420 |
|
|
|
47,527 |
|
Translation adjustments |
|
|
58 |
|
|
|
14 |
|
|
|
8 |
|
|
|
86 |
|
Accrued expense or deduction
of account receivable(BS) as
of March 31 |
|
¥ |
396 |
|
|
¥ |
340 |
|
|
¥ |
487 |
|
|
$ |
5,237 |
|
Inventory Valuation
Makita monitors its inventories with various measures such as ageing, turnover periods, sales
trend, profitability in recent trades and so on. Inventories are valued at the lower of cost or
market price, with cost determined based on the average cost method. Makita estimates obsolete or
excess inventory as well as inventory that is not of saleable quality.
31
The determination of obsolete or excess inventory requires Makita to estimate the future
demand for products taking into consideration such factors as macro and microeconomic conditions,
competitive pressures, technological obsolescence, changes in
consumer buying habits and other factors.
The estimates of future demand that Makita uses in the valuation of inventory are the basis for
revenue forecasts, which are also consistent with short-term manufacturing plans.
If demand forecast for specific products is greater than actual demand and Makita fails to
reduce manufacturing output accordingly, Makita could be required to write down additional on-hand
inventory, which would have a negative impact on gross profit and, consequently, a potential
material adverse impact on net income.
Revaluation
of inventories, losses on inventory write-downs or write-offs, which
are included in costs of sales in the consolidated statements of
income, are charged as incurred and totaled ¥313 million,
¥990 million and ¥195 million for the years ended March 31, 2008, 2009 and 2010, respectively.
Impairment Losses on Securities
Makitas investments include debt and equity securities accounted for under the cost method of
accounting. If it has been determined that an investment has sustained an other-than-temporary
decline in its value, the investment is written down to its fair value by a charge to earnings.
Makita regularly evaluates its investment portfolio to identify other-than-temporary impairments of
individual securities. Factors that are considered by Makita in determining whether an
other-than-temporary decline in value has occurred include: the length of time and extent to which
the market value of the security has been less than its original cost, the financial condition,
operating results, business plans of the issuer of the security, other specific factors affecting
the market value, deterioration of credit condition of the issuers, and whether or not Makita is
able to retain the investment for a period of time sufficient to allow for the anticipated recovery
in market value.
In evaluating the factors for available-for-sale securities whose fair values are readily
determinable, Makita presumes a decline in value to be other-than-temporary if the fair value of
the security is a certain percentage below its original cost for an extended period of time.
The assessment of whether a decline in the value of an investment is other-than-temporary is
often subjective in nature and involves certain assumptions and estimates concerning the expected
operating results and business plans of the issuer of the security. Accordingly, it is possible
that investments in Makitas portfolio that have had a decline in value that Makita currently
believes to be temporary may be determined to be other-than-temporary in the future based on
Makitas evaluation of subsequent information such as continued poor operating results, continuing
broad declines in the value of worldwide equity markets and the effect of worldwide interest rate
fluctuations. As a result, unrealized losses recorded for investments may be recognized and reduce
income in future periods.
Impairment losses on securities were ¥1,662 million in FY2008, ¥4,059 million in FY2009 and ¥228
million in FY2010, respectively.
Allowance for Doubtful Receivables
Makita performs ongoing credit evaluations of its customers and adjusts credit limits based
upon payment history and the customers current creditworthiness, as determined by Makitas review
of their current credit information. Makita continuously monitors collections and payments from its
customers and maintains a provision for probable estimated credit losses based upon its historical
experience and any specific customer collection issues that Makita has identified. The estimated
amount for doubtful receivables is calculated on the basis of the following elements: the ratio of
past bad debts against regular account receivables, as well as the credit standing by customers and
the examination of the account receivables which have not been collected yet after the due date
against specific doubtful account receivables. Further, when the payment ability of one of the
customers becomes doubtful as a result of its filing for bankruptcy or the deterioration of its
operating results, Makita establishes additional reserves. Any credit losses have historically been
within Makitas expectations and the provisions established. However, Makita cannot guarantee that
it will continue to experience the similar credit loss rates that it has in the past. Changes in the underlying financial condition of its customers
could result in a material impact to Makitas consolidated results of operations and financial
condition.
32
Impairment of Long-lived Assets
Makita believes that impairment of long-lived assets is critical for its financial statements
because Makita has significant amounts of property, plant and equipment, the recoverability of
which could significantly affect its operating results and financial condition.
Makita performs an impairment review for long-lived assets held and used whenever events or changes
in circumstances indicate that the carrying value of the assets may not be recoverable. This review
is based upon Makitas projections of expected undiscounted future cash flows. Estimates of the
future cash flows are based on the historical trends adjusted to reflect the best estimate of
future operating conditions. Makita believes that its estimates are reasonable. However, different
assumptions regarding such cash flows could materially affect Makitas evaluations.
Recoverability of assets to be held and used is assessed by comparing the carrying amount of
an asset or asset group to the expected future undiscounted cash flows of the asset or group of
assets.
If an asset or group of assets is considered to be impaired due to factors such as a significant
decline in market value of an asset, current period operating or cash flow losses and significant
changes in the manner of the use of an asset, the impairment charge to be recognized is measured as
the amount by which the carrying amount of the asset or group of assets exceeds fair value.
Long-lived assets meeting the criteria to be considered as held for sale, if any, are reported at
the lower of their carrying amount or fair value less costs to sell.
Fair value is determined based on recent transactions involving sales of similar assets, by
discounting expected future cash flows, or by using other valuation techniques. If actual market
and operating conditions under which assets are operated are less favorable than those projected by
management, resulting in lower expected future cash flows or a shorter expected future period to
generate such cash flows, additional impairment charges may be required.
In addition, changes in estimates resulting in lower fair values due to unanticipated changes
in business or operating assumptions could adversely affect the valuations of long-lived assets and
in turn affect Makitas consolidated results of operations and financial condition. Makita did not
recognize any impairment loss of long-lived assets in FY2008 and FY2009, however Makita recognized
impairment loss of long-lived assets of ¥354 million in FY2010.
Impairment of Goodwill
Makita conducts goodwill impairment assessment annually and at any time if an event occurs or
circumstances change and that would indicate possibility of goodwill impairment. Goodwill is tested
using a two-step process. The first step of the goodwill impairment assessment compares the fair
value of a reporting unit where the relevant goodwill is assigned with its carrying amount. If the
fair value of a reporting unit exceeds its net book value, goodwill of the reporting unit is
considered not impaired, thus the second step of the impairment test is unnecessary. If net book
value of a reporting unit exceeds its fair value, the second step of the goodwill impairment test
will be performed to measure the amount of impairment loss. The second step of the goodwill
impairment assessment, used to measure the amount of impairment loss, compares the implied fair
value of the goodwill, which is determined in the same manner as the amount of goodwill recognized
in a business combination, with the carrying amount of that goodwill. If the carrying amount of the
goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in
an amount equal to that excess.
In the first step of the goodwill impairment assessment, Makita uses an income approach to
derive a present value of the reporting units projected future annual cash flows and the present
residual value of the reporting unit. Makita uses the income approach because it believes that the
discounted future cash flows provide greater detail and opportunity
to reflect facts, circumstances and economic conditions for each reporting unit. In addition, Makita believes
that this valuation approach is a proven valuation technique and methodology for its industry and
is widely accepted by investors.
33
Makita uses a variety of underlying assumptions to estimate these future cash flows, which vary for
each of the reporting units and include (i) future revenue growth rates, (ii) future operating
profitability, (iii) the weighted-average cost of capital and (iv) a terminal growth rate. Makita
also estimates fair value using a market approach, which relies on values based on market
multiples. If Makitas estimates and assumptions used in the estimates will change in future,
Makita may incur an impairment charge which could have a material adverse effect on the results of
operations for the period in which the impairment occurs.
Makita conducted the step-on test for each of Makitas reporting units for its annual
impairment test. As a result of the step-on impairment test, an indication of goodwill impairment
of existed for Makitas ( Gardening tools ) reporting unit in
Japan. A third-party appraiser was
utilized to estimate fair value of the reporting unit in Japan and the underlying net assets (excluding
goodwill) of the reporting unit. Upon completion of that assessment, Makita recognized a goodwill
impairment loss on assigned to the Japan segment of ¥ 1,251 million.
Retirement and Termination Benefit Plans
Makita believes that pension accounting is critical for its financial statements because
assumptions used to estimate pension benefit obligations and pension expenses can have a
significant effect on its operating results and financial condition. Accrued retirement and
termination benefits are determined based on consideration of the levels of retirement and
termination liabilities and plan assets at the end of a given fiscal year. The levels of projected
benefit obligations and net periodic benefit cost are calculated based on various annuity actuarial
calculation assumptions.
Principal assumptions include discount rates, expected return on plan assets, assumed rates of
increase in future compensation levels, mortality rates and some other assumed rates. Discount
rates employed by Makita are reflective of rates available on long-term, high quality fixed-income
debt instruments. Discount rates are determined annually on the measurement date.
The expected long-term rate of return on plan assets is determined annually based on the
composition of the pension asset portfolios and the expected long-term rate of return on these
portfolios. The expected long-term rate of return on plan assets is designed to approximate the
long-term rate of return actually earned on the plan assets over time to ensure that funds are
available to meet the pension obligations that result from the services provided by employees.
A number of factors are used to determine the reasonableness of the expected long-term rate of
return, including actual historical returns on the asset classes of the plans portfolios and
independent projections of returns of the various asset classes.
Accordingly, these assumptions are evaluated annually and retirement and termination liabilities
are recalculated at the end of each fiscal year based on the latest assumptions. In accordance with
U.S.GAAP, actual results that differ from the assumptions are accumulated and amortized over the
average remaining service periods and therefore, generally affect Makitas results of operations in
such future periods.
The Company and certain of its subsidiaries have various contributory and noncontributory
employee benefit plans covering substantially all of their employees. The discount rate assumed to
determine the pension obligation for the pension plan was 2.3% as of March 31, 2010.
As of March 31, 2010, Makita allocated 28.5% and 47.0% of plan assets to equity securities and debt
securities, respectively. The value of these plan assets are influenced by fluctuations in world
securities markets. Significant depreciation or appreciation will have corresponding impact on
future expenses.
34
The following table illustrates the sensitivity to changes in the discount rate and the
expected return on pension plan assets, while holding all other assumptions constant, for Makitas
pension plans as of March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
Change in |
|
|
|
|
projected benefit |
|
Change in pre-tax |
Change in assumption |
|
obligation |
|
pension expenses |
50 basis point increase/decrease in discount rate |
|
|
(2,205) / |
|
|
|
2,462 |
|
|
|
3/ |
|
|
|
(5 |
) |
50 basis point increase/decrease in expected return on assets |
|
|
- |
|
|
|
- |
|
|
|
(193)/ |
|
|
|
193 |
|
While Makita believes that the assumptions are appropriate, significant differences in its
actual experience or significant changes in its assumptions may materially affect Makitas accrued
retirement and termination benefits and future expenses.
Although pension liability increases in the current unfavorable investment environment, Makita
holds sufficient surplus funds. Therefore, Makita is satisfied that its pension plans can be
maintained.
Realizability of Deferred Income Tax Assets
Makita is required to estimate its income taxes in each of the jurisdictions in which Makita
operates. This process involves estimating Makitas current tax provision together with assessing
temporary differences resulting from differing treatment of items for income tax reporting and
financial accounting and reporting purposes.
Such differences result in deferred income tax assets and liabilities, which are included within
Makitas consolidated balance sheets. Makita must then assess the likelihood that Makitas deferred
income tax assets will be recovered from future taxable income and, to the extent Makita believes
that recovery is not more likely than not, Makita must establish a valuation allowance.
Significant management judgment is required in determining Makitas provision for income taxes,
deferred income tax assets and liabilities and any valuation allowance recorded against Makitas
gross deferred income tax assets.
Makita has recorded a valuation allowance of ¥2,021 million as of March 31, 2010 against
certain deferred income tax assets due to the lack of available tax planning strategy to prevent a
portion of net operating loss carryforwards from expiring unused. For the balance of deferred
income taxes, although realization is not assured, management believes, judging from an authorized
business plan, it is more likely than not that all of the deferred income tax assets, less the
valuation allowance, will be realized. The amount of such net deferred income tax assets that are
considered realizable, however, could change in the near term and any such change may have a
material effect on Makitas consolidated results of operations and financial position if estimates
of future taxable income are different.
New Accounting Standards Not yet Adopted
In October 2009, the FASB issued ASC2009-13 Revenue recognition under multiple-deliverable
arrangements. ASC2009-13 modifies the criteria for separating consideration under
multiple-deliverable arrangements and requires allocation of the overall consideration to each
deliverable using the estimated selling price in the absence of vendor-specific objective evidence
or third-party evidence of selling price for deliverables. As a result, the residual method of
allocating arrangement consideration will no longer be permitted. ASC2009-13 also requires
additional disclosures about how a vendor allocates revenue in its arrangements and about the
significant judgments made and their impact on revenue recognition. ASC2009-13 is effective for
fiscal years beginning on or after June 15, 2010 and is required to be adopted by Makita in the
fiscal year beginning April 1, 2011. The provisions are effective prospectively for revenue
arrangements entered into or materially modified after the effective date, or retrospectively for
all prior periods. Makita does not expect the adoption of ASC2009-13 will have a material impact on its consolidated results of operations and financial
condition.
35
In October 2009, the FASB issued ASC2009-14 Software revenue recognition. ASC2009-14
modifies the scope of the software revenue recognition guidance to exclude from its requirements
non-software components of tangible products and software components of tangible products that are
sold, licensed, or leased with tangible products when the software components and non-software
components of the tangible product function together to deliver the tangible products essential
functionality. ASC2009-14 is effective for fiscal years beginning on or after June 15, 2010 and is
required to be adopted by Makita in the fiscal year beginning April 1, 2011 using the same
effective date and the same transition method used to adopt ASC2009-13 Revenue recognition under
multiple-deliverable arrangements. Makita does not expect the adoption of ASC2009-14 will have a
material impact on its consolidated results of operations and financial condition.
B. Liquidity and capital resources
Makita supports its business activities by maintaining sufficient capital resources, a
sufficient level of liquidity and a sound balance sheet. Makitas main business is the
manufacturing and sale of power tools, gardening equipment and related accessories. To support this
business worldwide, Makita provides capital resources to its subsidiaries mainly through the use of
intercompany loans. Makita meets its operating capital requirements primarily through cash
generated by operations and bank loans.
Makita requires operating capital mainly to purchase materials required for production, to
conduct research and development, to respond to cash flow fluctuations related to changes in
inventory levels and to cover the payment lag related to receivables from wholesalers.
Makita further requires funds for capital expenditures, mainly to expand production facilities
and purchase metal molds. Makita also requires funds to pay dividends and to repurchase its own
stock.
FY2010
Cash Flows
Net cash provided by operating activities increased by ¥34,948 million from ¥22,178 million in
FY2009 to ¥57,126 million in FY2010, mainly due to the decrease of inventories adjusting to current
sales volume.
Primary factors that affected such result include the following:
Cash flow increasing factors:
|
Cash inflow increased ¥92,743 million due to decreased purchases as a result of reduced
production, decreased inventories, and the effect of cost reduction efforts. |
Cash flow decreasing factors:
|
Cash collected from customers decreased ¥57,795 million due to the sales decrease. |
Net cash used in investing activities was ¥17,668 million in FY2010 as opposed to net cash
provided by investment activities in the amount of ¥232 million in FY2009 primarily as a result of
the following:
|
¥6,143 million increase due to higher purchases of available-for-sale securities and
held-to-maturity securities |
|
¥15,593 million decrease due to a decrease in proceeds from sales and maturities of securities |
|
¥2,815 million decrease due to proceeds from maturity of time deposits |
|
¥6,209 million decrease due to lower capital expenditures compared with FY2009 including
expenditures for the partial renovation of the Okazaki Plant in Japan, the reconstruction of
sales offices and warehouse in Germany, the Netherlands, Poland and Switzerland, relocation of
Nagoya branch office in Japan, the extension of the Makita China
Plant and the Dubai warehouse of Makita Gulf. |
36
Net cash used in financing activities decreased by ¥24,065 million from ¥33,179 million in
FY2009 to ¥9,114 million in FY2010 primarily as a result of the following:
|
¥17,630 million decrease reflecting almost no acquisition of treasury shares during FY2010
|
|
¥4,900 million decrease due to reduced amount of cash dividends paid |
Accounting for all these activities and the effect of exchange rate fluctuations, Makitas
cash and cash equivalents increased by ¥28,075 million from ¥34,215 million as of the end of FY2009
to ¥62,290 million as of the end of FY2010.
In FY2010, funding source requirements decreased due to a decrease in inventories, almost no
acquisition of treasury shares, decrease of capital expenditures and dividend payments, resulting
in a year-over-year increase of ¥28,075 million in the cash balance as of March 31, 2010.
Both inventory values and turnover period decreased compared with the previous fiscal year
because sales subsidiaries minimized inventories and production sites adjusted the production
volumes to cope with the sharp sales decreases caused by the simultaneous global recession.
Capital expenditures are expected to be lower in FY2011 compared to FY2010, even though
several relocation and/or expansion projects for certain sales offices are planned.
Sales and net income are expected to increase slightly and capital investments decrease slightly.
However, no increase in the cash balance is expected at the end of FY 2011, compared with the
current fiscal year, because Makita will increase production volume and will maintain sufficient
volumes of inventories for active marketing activities.
Capital Expenditures
Makita has continued to allocate sizable amounts of funds for capital expenditures, which it
believes is crucial for sustaining long-term growth.
As the competition in the market has intensified recently, Makita has implemented capital
investments mainly in extensions of overseas plants and production of dies/molds for new products,
as well as capital investments in sales companies in order to further improve their customer
service.
The amount of its capital expenditures for FY2008, 2009 and 2010 were ¥15,306 million, ¥17,046
million and ¥10,837 million, respectively.
Capital expenditures in FY2010 were primarily used for the partial renovation of the Okazaki
Plant in Japan, reconstruction of office buildings and warehouse of sales companies in Europe
(Germany, the Netherlands, Poland and Switzerland), relocation and construction of Nagoya branch
office in Japan, extension of the Makita China Plant and the Dubai warehouse of Makita Gulf.
Capital investments of Makita amounted to approximately ¥3,677 million, while capital investment of
overseas subsidiaries amounted to approximately ¥7,160 million. All of Makitas capital
expenditures in FY2010 were funded through internal sources.
Under its investment plans for FY2011, Makita is scheduled to make capital investments
totaling ¥10.3 billion, which is 5% lower than for FY2010. Of this total, the Company plans to make
direct investments of ¥2.7 billion and its consolidated subsidiaries will invest ¥7.6 billion.
The Companys main capital investment plan is to purchase dies/molds for new products, relocation
or rebuilding of certain domestic sales offices.
37
The main facilities investments by consolidated subsidiaries include capital expenditures for the
installation of the engine production facility and dies/molds for new products in the China Plant,
reconstruction of office buildings and warehouses of sales companies in Europe (Germany and
Switzerland), the extensions of warehouses of sales companies in Asia and North America. The
projected capital expenditure in FY2011 is planned to be funded by equity capital.
Financial Position
Makitas principal sources of liquidity are cash on hand, cash provided by operating
activities and borrowings within credit lines.
As of March 31, 2010, Makita held cash and cash equivalents amounting to ¥62,290 million and the
Companys subsidiaries had credit lines up to ¥14,226 million, of which ¥105 million was used and
¥14,121 million was unused and available.
As of March 31, 2010, Makita had ¥385 million in short-term borrowing, which included bank
borrowings and the current portion of capital lease obligations. Short-term borrowing was used for
daily operations at the subsidiaries.
The amount excluding current maturities of long-term indebtedness was ¥544 million. For further
information regarding Makitas short-term borrowings, including the average interest rates, see
Note 12 to the accompanying consolidated financial statements.
The Companys subsidiaries are financed by loans within the Makita Groupfrom subsidiaries
with surplus funds to subsidiaries that lack fundsand the variation in interest expense is
insignificant.
As of March 31, 2010, Makitas total short-term borrowings and long-term indebtedness amounted
to ¥929 million, representing a decrease of ¥128 million from ¥1,057 million reported for FY2009.
Makitas ratio of indebtedness to shareholders equity was down by 0.1 points to 0.3%. This
decrease was mainly due to a decrease of long-term borrowing, which decreased from ¥818 million to
¥544 million.
Makita expects to continue to incur additional indebtedness from time to time as required to
finance working capital needs. Makita has no potentially significant refinancing requirements in
FY2011 and thereafter.
Makita has historically maintained a high level of liquid assets. Management estimates that
the cash and cash equivalents level of ¥62,290 million as of March 31, 2010, together with Makitas
available credit facilities, cash flow from operations and funds available from long-term and
short-term debt financing, will be sufficient to satisfy its future working capital needs, capital
expenditure and research and development through FY2011 and thereafter.
Please see Fiscal Year 2010 Capital Expenditures below for a description of Makitas
principal capital expenditures for FY2010 and the main planned expenditures for FY2011.
As part of the Companys policy to maximize shareholder return, the Company distributed to its
shareholders an interim dividend of ¥15 per share in November 2009, and a year-end dividend of ¥37
per share in June 2010.
At the Ordinary General Meeting of Shareholders held in June 2010, the Companys shareholders
approved a cash dividend of ¥37 per share. The total cash dividend payments amount to ¥5,097
million, and were made in June 2010.
In
2007, Makita acquired all outstanding shares of Fuji Robin Industries, Ltd. (currently
Makita Numazu Corporation) for approximately ¥2.7 billion in cash and 81,456 Makita shares. Makita
financed the cash portion of the purchase price from internal sources.
Makita believes it will continue to be able to access the capital markets on terms and for
amounts that will be satisfactory to it and as necessary to support the business and to engage in
hedging transactions on commercially acceptable terms.
While Makita had received an A+ rating from Standard & Poors Financial Services LLC through the
end of FY2008, starting FY2009, Makita no longer requests ratings from rating agencies in consideration of its
cost reduction efforts.
Makita believes that because its financial health is ensured by a high equity ratio, there is
little need for financing through bank borrowings or corporate bonds issuances.
38
FY2009
Cash Flows
Net cash provided by operating activities decreased by ¥7,097 million from ¥29,275 million in
FY2008 to ¥22,178 million in FY2009, due to the deterioration of business results in the second
half of FY2009. Primary factors that affected such result include the following:
Cash flow increasing factors:
|
¥25,428 million increase due to lower levels of cash used in operating activities such as
purchases of parts and raw materials, selling, general and administrative expenses and income
tax payments |
Cash flow decreasing factors:
|
¥32,525 million decrease due to lower level of cash received from customers as a result of
decrease in sales |
Net cash provided by investing activities was ¥232 million in FY2009 as opposed to net cash
used in investment activities in the amount of ¥4,508 million in FY2008 primarily as a result of
the following:
|
¥20,565 million decrease due to lower purchases of available-for-sale securities and
held-to-maturity securities |
|
¥8,302 million decrease due to a decrease in proceeds from sales and maturities of securities |
|
¥4,791 million decrease due to proceeds from maturity of time deposits |
|
¥2,010 million increase due to higher capital expenditures compared with FY2008 including
expenditures for the partial reconstruction of the Okazaki Plant, purchases of metal molds for
the manufacture of new products, construction of the research and development facility at the
Makita China Plant, expansion of the Makita Romania Plant, construction of the second plant in
Brazil and construction of the headquarter building of the sales company in France |
Net cash used in financing activities increased by ¥19,364 million from ¥13,815 million in
FY2008 to ¥33,179 million in FY2009 primarily as a result of the following:
|
¥17,640 million used for repurchase of the Companys own shares of common stock |
|
¥1,638 million increase due to cash dividends paid |
Accounting for all these activities and the effect of exchange rate fluctuations, Makitas cash and
cash equivalents decreased by ¥12,091 million from ¥46,306 million as of the end of FY2008 to
¥34,215 million as of the end of FY2009.
In FY2009, demand for cash was high due to an increase in inventories, the repurchase of the
Companys own shares, capital expenditures and dividend payments, resulting in a year-over-year
decline of ¥12,091 million in the cash balance as of March 31, 2009.
The downturn of the worldwide economy, which unfolded while Makita was enhancing its production
system, resulted in a substantial decrease in sales in the second half of FY2009. Inventory amount
increased by ¥17,314 million in FY2009 compared to the previous fiscal year, despite Makitas
efforts in adjusting its production level during the fourth quarter of FY2009.
Capital expenditures are expected to be lower in FY2010 compared to FY2009, even though
several relocation and/or expansion projects for certain facilities are planned. Makita expects the
difficult business environment to continue in FY2010 and projects a considerable decrease in net
income in FY2010 compared with FY2009.
Makita plans to reduce its inventory level by adjusting production levels in FY2010.
39
Makita also expects a longer period for recovering trade accounts receivable in FY2010,
because Makita has granted an extension to several customers who are facing difficulties in
financing as a result of the financial crisis. Makita expects its cash flow to increase in general,
as the Company does not plan to repurchase its own shares.
Capital Expenditures
Makita has continued to allocate sizable amounts of funds for capital expenditures, which it
believes is crucial for sustaining long-term growth. In light of the severity of the current market
competition, however, Makita has focused its capital investments on constructing or expanding its
plants in Brazil, Romania and China and also purchasing metal molds to manufacture new products.
This required Makita to increase the amount of its capital expenditures in FY2009 compared to
FY2008, amounting to ¥12,980 million, ¥15,036 million and ¥17,046 million for FY2007, 2008 and
2009, respectively.
Capital expenditures in FY2009 were primarily used for the partial reconstruction of the
Okazaki Plant, purchases of metal molds for the manufacture of new products, the construction of
the second plant in Brazil and the extension of the Makita Romania Plant to reinforce the global
production system, as well as the construction of the headquarters building at a sales company in
France.
Capital investments of the Company amounted to approximately ¥6.2 billion, while capital investment
of overseas subsidiaries amounted to approximately ¥10.8 billion. All of Makitas capital
expenditures in FY2009 were funded through internal sources.
Under its investment plans for FY2010, Makita is scheduled to make capital investments
totaling ¥13 billion, which is 24% lower than for FY2009. Of this total, the Company plans to make
direct investments of ¥3.1 billion and its consolidated subsidiaries will invest ¥9.9 billion.
The Companys main capital investment plan is to purchase metal molds for the manufacture of
new products, rebuild the delivery center in the Okazaki Plant, and construct the Tokyo Technical
Center.
The main facilities investments by consolidated subsidiaries include ¥9.9 billion in capital
expenditures for production facilities in the China Plant, the purchase of metal molds for the
manufacture of new products and the construction of the headquarters building and warehouses at
sales companies in Europe and Asia. The projected capital expenditure in FY2010 is planned to be
funded by equity capital.
Financial Position
Makitas principal sources of liquidity are cash on hand, cash provided by operating
activities and borrowings within credit lines.
As of March 31, 2009, Makita held cash and cash equivalents amounting to ¥34,215 million and the
Companys subsidiaries had credit lines up to ¥16,079 million, of which ¥110 million was used and
¥15,969 million was unused and available. As of March 31, 2009, Makita had ¥239 million in
short-term borrowing, which included bank borrowings and the current portion of capital lease
obligations. Short-term borrowing was used for daily operations at the subsidiaries.
The amount excluding current maturities of long-term indebtedness was ¥110 million. For further
information regarding Makitas short-term borrowings, including the average interest rates, see
Note 11 to the accompanying consolidated financial statements.
The
Companys subsidiaries are financed by loans within the Makita
Groupfrom subsidiaries
with surplus funds to subsidiaries
that lack fundsand the variation in interest expense is
insignificant.
40
As of March 31, 2009, Makitas total short-term borrowings and long-term indebtedness amounted
to ¥1,057 million, representing a decrease of 59.8% from ¥2,632 million reported for FY2008.
Makitas ratio of indebtedness to shareholders equity was down by 0.4 points to 0.4%. This
decrease was mainly due to a decrease of long-term borrowing, which decreased from ¥908 million to
¥818 million. Makita expects to continue to incur additional indebtedness from time to time as
required to finance working capital needs. Makita has no potentially significant refinancing
requirements in FY2010 and thereafter.
Makita has historically maintained a high level of liquid assets. Management estimates that
the cash and cash equivalents level of ¥34,215 million as of March 31, 2009, together with Makitas
available credit facilities, cash flow from operations and funds available from long-term and
short-term debt financing, will be sufficient to satisfy its future working capital needs, capital
expenditure and research and development through FY2010 and thereafter.
Please see Fiscal Year 2009 Capital Expenditures below for a description of Makitas
principal capital expenditures for FY2009 and the main planned expenditures for FY2010.
As part of the Companys policy to maximize shareholder return, the Company distributed to its
shareholders an interim dividend of ¥30 per share in November 2008, and a year-end dividend of ¥50
per share in June 2009.
At the Ordinary General Meeting of Shareholders held in June 2009, the Companys shareholders
approved a cash dividend of ¥50 per share. The total cash dividend payments amount to ¥6,888
million, and were made in June 2009.
Makita believes it will continue to be able to access the capital markets on terms and for
amounts that will be satisfactory to it and as necessary to support the business and to engage in
hedging transactions on commercially acceptable terms.
While Makita had received an A+ rating from Standard & Poors Financial Services LLC through the
end of FY2008, starting FY2009, Makita no longer requests ratings from rating agencies in
consideration of its cost reduction efforts.
Makita believes that because its financial health is ensured by a high equity ratio, there is
little need for financing through bank borrowings or corporate bonds issuances.
C. Research and development, patents and licenses, etc.
Approximately 682 of Makitas employees are engaged in research and development of
technologies in which Makita has a competitive edge and the development of new products.
Makita regards R&D as a high priority and believes that having a strong capability in R&D is
crucial to its continuing development of high-quality, reliable products that meet users needs.
In FY2010, Makita allocated ¥6,782 million to R&D, a decrease of 1.5% compared with FY2009. In
FY2009, Makita allocated ¥6,883 million to R&D, an increase of 16.2% compared to FY2008.The ratio
of R&D expenses to net sales was approximately 2.8% in FY2010, 2.3% in FY2009 and 1.7% in FY2008,
respectively.
Makita is placing greater emphasis on designing power tools that are smaller and lighter, that
feature electronic controls and that have internal power sources allowing for cordless operation.
Makita has developed the Optimum Charging System, a battery recharging system which employs digital
communication functions between the recharger and the battery to provide information on the status
of the batterys charge, and automatically selects the most appropriate recharging mode. This
system enables batteries to last longer. In particular, for lithium ion batteries, the total
operable hours of use has been doubled compared to the conventional batteries. Makita also
developed an original battery verification system that can be connected to personal computers.
Through the use of this system, customers and users can check the status of the batterys charge
and the history of the batterys usage.
Makita is also placing more emphasis on developing safe products with reduced dust emissions
that feature low noise, level and low vibration. Makita developed power tools featuring an AVT
mechanism that meet operating environment related
regulations, which have increasingly become
stringent, especially in Europe. These power tools have been highly acclaimed by commercial users.
Makita also focuses on designing recyclable products that are environmentally-friendly.
Makita also strives to reduce the development time for new products in order to effectively
meet the needs of users.
41
In addition, Makita has been focusing on developing models that use generic parts, as well as
consolidating the variety of products to reduce cost. Makita established a R&D division at Makita
China Plant where local personnel are hired to accelerate the development of general-purpose
products. Furthermore, Makita plans to establish the Tokyo Technical Center to improve its ability
to develop engine-equipped gardening equipment and enhance product line-up.
New products developed during FY2010 include lightweight hedge trimmers powered by mini
2-stroke engine, lightweight brushcutters powered by mini 4-stroke engine, compact and lightweight
slide compound saw equipped with double sliding mechanism.
D. Trend information
The recovery of demand in developed countries is expected to remain modest and competitions
among businesses will intensify. In emerging countries in Asia and other regions, the growth of the
construction demand for houses and other structures is expected to continue. But it is forecast
that the market prefers low-priced properties.
With trends in raw material prices and the foreign exchange market being unpredictable, Makita is
expected to continue facing a challenging business environment.
As for exchange rates, it is expected that the euro will become weaker against the yen and the
U.S. dollar will not fluctuate significantly, compared with the
actual average exchange rates for sales of the previous fiscal
year. If appreciation of the Chinese Renmin Yuan value continues to be
implemented, the production cost of Makita may increase. Many
emerging countries have potential additional demand and strong business growth is expected in these
countries. However, uncertainties about the foreign exchange market continue.
In general, Makita expects that the growth of the power tools market in Japan, the United States,
Western Europe and other developed countries will be difficult. In Japan, the home owner rate is expected to increase in FY 2011 supported by the governments
housing eco point program and the housing loan tax reduction. However, the number of housing starts
will remain low. In Europe, there are concerns about impact of credit uncertainties, stemming from the
financial crisis in Greece on the entire substantial European economies. The progress of economic
recovery in the Eastern European market is also uncertain. In the United States, there are concerns about severe price competition, a weak dollar and
increase in raw material prices.
In Asia, Makita expects that demands will rise in China and India that have economic power to
grow and that capital investments will increase in neighboring countries. In Central and South America, steady demand is expected mainly in Brazil.
The economy in the Middle East is expected to grow modestly since the aftermath of the Dubai crisis
has settled. In Oceania, the exchange rate of the Australian dollar and real recovery of the export economy
are important factors for business expansions. However, since the power tools market in the region
has already matured, significant business expansion is expected to be difficult.
One of the impacts of the global warming and climate change in which peoples awareness has
raised is laws and regulations established in many regions.
Europe and North America were the first regions that adopt environmental laws and regulations.
Makita will be required to supply products that satisfy specifications conforming to those laws and
regulations.
In Southeast Asia, sales of chain saws are restricted in some areas to prevent destructive
lumbering of forests.
End users interest in environment-friendly ECO products has been increasing, and the market demand
for ECO products is also increasing.
Moreover, cool summers, droughts and heavy snow occur often. Unseasonable
weather will have impact on sales of gardening equipment. Sales of power tools may also be affected
by unusual weather in a short term since weather will have effect on the work schedule on
construction sites.
42
Under such circumstances, Makita will strive to strengthen its R&D ability and product
development ability in the area of work environment/global environment-friendly power tools and
gardening equipment and technical development ability in the area of compact engines. Makita
will reinforce the global production system to cope with changes in the demand and reduce the
production costs. Makita will also strive to strengthen marketing activities targeting
professional users, make fine-tuned response to customer needs and take active measures to maintain
and improve the best sales and after-sales service system in the industry.
E. Off-balance sheet arrangements
Makita also has certain operating leases entered into in the ordinary course of business. See
Note 15 to the accompanying consolidated financial statements.
F. Tabular disclosure of contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
Expected payment date; year ending March 31, |
|
|
Total |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
There- after |
Capital lease |
|
|
¥324 |
|
|
|
¥280 |
|
|
|
¥28 |
|
|
|
¥13 |
|
|
|
¥3 |
|
|
|
- |
|
|
|
- |
|
Interest expenses on
capital lease |
|
|
13 |
|
|
|
12 |
|
|
|
1 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Operating Lease |
|
|
2,765 |
|
|
|
840 |
|
|
|
545 |
|
|
|
410 |
|
|
|
329 |
|
|
|
244 |
|
|
|
397 |
|
Unsecured loans from bank |
|
|
500 |
|
|
|
- |
|
|
|
500 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Interest expenses on
loans from bank |
|
|
16 |
|
|
|
9 |
|
|
|
7 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Contributions to defined
benefit plan |
|
|
2,475 |
|
|
|
2,475 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Purchase obligation |
|
|
7,609 |
|
|
|
7,609 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
¥13,702 |
|
|
|
¥11,225 |
|
|
|
¥1,081 |
|
|
|
¥423 |
|
|
|
¥332 |
|
|
|
¥244 |
|
|
|
¥397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars in thousands |
|
|
Expected payment date; year ending March 31, |
|
|
Total |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
There- after |
Capital lease |
|
|
$ 3,484 |
|
|
|
$ 3,011 |
|
|
|
$ 301 |
|
|
|
$ 140 |
|
|
|
$ 32 |
|
|
|
- |
|
|
|
- |
|
Interest expenses on
capital lease |
|
|
140 |
|
|
|
129 |
|
|
|
11 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Operating Lease |
|
|
29,731 |
|
|
|
9,032 |
|
|
|
5,860 |
|
|
|
4,408 |
|
|
|
3,538 |
|
|
|
2,624 |
|
|
|
4,269 |
|
Unsecured loans from bank |
|
|
5,376 |
|
|
|
- |
|
|
|
5,376 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Interest expenses on
loans from bank |
|
|
172 |
|
|
|
97 |
|
|
|
75 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Contributions to defined
benefit plan |
|
|
26,613 |
|
|
|
26,613 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Purchase obligation |
|
|
81,817 |
|
|
|
81,817 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
147,333 |
|
|
$ |
120,699 |
|
|
$ |
11,623 |
|
|
$ |
4,548 |
|
|
$ |
3,570 |
|
|
$ |
2,624 |
|
|
$ |
4,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: 1. |
|
Determination of contributions to defined benefit plan after FY2011 is not practicable. |
|
|
|
2. |
|
The notional amount of derivative financial instruments that are expected to settle
in FY2010 is ¥14,544 million and their estimated fair value is ¥(276) million at March
31, 2010.
Please see note 17, 18, 19 to the consolidated financial statements for further information. |
43
G. Safe harbor
All information is not historical in nature disclosed under Item 5.
Forecasts of operating and financial results and statements of trend information and contractual
obligations are forward-looking statements. See Cautionary Statement with Respect to
Forward-Looking Statements for additional information.
Item 6. Directors, Senior Management and Employees
A. Directors and senior management
The Company introduced a corporate officer system in order to promote and strengthen prompt
execution of Makitas business affairs. 15 Corporate Officers are appointed and 10 Directors
excluding one Outside Director are Corporate Officer concurrently.
The Directors and Statutory Auditors of the Company as of June 30, 2010 are as follows:
|
|
|
|
|
Masahiko Goto |
|
|
|
|
Current Position |
|
President, Representative Director and Chief Executive Officer since May 1989 |
Date of Birth
|
|
November 16, 1946 |
Director since
|
|
May 1984 |
|
|
Business Experience
|
|
May 1984
|
|
Director, General Manager of General Planning Department |
|
|
July 1987
|
|
Managing Director of Administration Headquarters |
|
|
|
|
|
Yasuhiko Kanzaki |
|
|
|
|
Current Position |
|
Director, Managing Corporate Officer, in charge of
International Sales and General Manager of International
Sales Headquarters: Europe, Middle East and Africa Region
since June 2009 |
Date of Birth
|
|
July 9, 1946 |
|
|
Director since
|
|
June 1999 |
|
|
Business Experience
|
|
April 1995
|
|
Director of Makita International Europe Ltd. |
|
|
June 1999
|
|
Director, Assistant General Manager of
International Sales Headquarters 1 |
|
|
June 2003
|
|
Director, General Manager of International
Sales Headquarters (Europe region) |
|
|
June 2007
|
|
Managing Director, General Manager of
International Sales Headquarters (Europe
region) |
|
|
|
|
|
Tadayoshi Torii |
|
|
|
|
Current Position |
|
Director, Managing Corporate Officer, in charge of Production and General
Manager of Production Headquarters since June 2009 |
Date of Birth
|
|
December 10, 1946 |
Director since
|
|
June 2001 |
|
|
Business Experience
|
|
October 1998
|
|
General Manager of Production Department |
|
|
June 2001
|
|
Director, General Manager of Quality Control Headquarters |
|
|
June 2003
|
|
Director, General Manager of Production Headquarters |
44
|
|
|
|
|
Shiro Hori |
|
|
|
|
Current Position |
|
Director, Managing Corporate Officer, in charge of
International Sales and General Manager of International
Sales Headquarters: America, Asia and Oceania Region since
June 2009 |
Date of Birth
|
|
February 24, 1948 |
Director since
|
|
June 2003 |
|
|
Business Experience
|
|
March 1999
|
|
General Manager of Europe Sales Department |
|
|
June 2003
|
|
Director, General Manager of
International Sales Headquarters: America
Area and International Administration |
|
|
September 2007
|
|
Director, General Manager of Overseas
Sales Headquarters (America, Asia and
Oceania Area, and International
Administration) |
|
|
|
|
|
Tomoyasu Kato |
|
|
|
|
Current Position |
|
Director, Corporate Officer, General Manager of Research and Development
Headquarters in charge of Research and Development since June 2009 |
Date of Birth
|
|
March 25, 1948 |
Director since
|
|
June 2001 |
|
|
Business Experience
|
|
March 1999
|
|
General Manager of Technical Administration Department |
|
|
June 2001
|
|
Director, General Manager of Research and Development Headquarters |
|
|
|
|
|
Tadashi Asanuma |
|
|
|
|
Current Position |
|
Director, Corporate Officer, in charge of Domestic Sales
and General Manager of Domestic Sales Marketing
Headquarters since June 2009 |
Date of Birth
|
|
January 4, 1949 |
Director since
|
|
June 2003 |
|
|
Business Experience
|
|
April 1995
|
|
Manager of Saitama Branch Office |
|
|
April 2001
|
|
General Manager of Osaka Sales Department |
|
|
June 2003
|
|
Director, Assistant General Manager of
Domestic Sales Marketing Headquarters |
|
|
June 2007
|
|
Director, General Manager of Domestic
Sales Marketing Headquarters (Tokyo Sales Department) |
|
|
|
|
|
Hisayoshi Niwa |
|
|
|
|
Current Position |
|
Director, Corporate Officer, General Manager of Quality Headquarters since
June 2009 |
Date of Birth
|
|
February 24, 1949 |
Director since
|
|
June 2003 |
|
|
Business Experience
|
|
October 1991
|
|
General Manager of Information System Center |
|
|
October 1999
|
|
General Manager of Production Control Department |
|
|
June 2003
|
|
Director, General Manager of Quality Control Headquarters |
|
|
April 2005
|
|
Director, General Manager of Quality Headquarters |
45
|
|
|
|
|
Shinichiro Tomita |
|
|
|
|
Current Position |
|
Director, Corporate Officer, General Manager of Purchasing Headquarters
since May 2010 |
Date of Birth
|
|
January 11, 1951 |
|
|
Director since
|
|
June 2007 |
|
|
Business Experience
|
|
October 2001
|
|
General Manager of Production Engineering Department |
|
|
September 2003
|
|
President of Makita (China) Co., Ltd. |
|
|
June 2007
|
|
Director, Assistant General Manager of Production
Headquarters in charge of China Plant |
|
|
June 2009
|
|
Director, Corporate Officer, General Manager of
Research and Development Headquarters in charge of
Product Development |
|
|
|
|
|
Tetsuhisa Kaneko |
|
|
|
|
Current Position |
|
Director, Corporate Officer, General Manager of Production Headquarters
in charge of China Plant since May 2010 |
Date of Birth
|
|
April 6, 1955 |
|
|
Director since
|
|
June 2007 |
|
|
Business Experience
|
|
April 2004
|
|
General Manager of Technical Research Department |
|
|
August 2005
|
|
General Manager of 2 nd Production Department |
|
|
October 2006
|
|
General Manager of 1st Production Department |
|
|
June 2007
|
|
Director, General Manager of Purchasing Headquarters |
|
|
June 2009
|
|
Director, Corporate Officer, General Manager of
Purchasing Headquarters |
|
|
|
|
|
Yoji Aoki |
|
|
|
|
Current Position |
|
Director, Chief Financial Officer, Corporate Officer and General Manager of
Administration Headquarters since June 2009 |
Date of Birth
|
|
May 22, 1950 |
|
|
Director since
|
|
June 2009 |
|
|
Business Experience
|
|
July 2001
|
|
General Manager of Personnel Department |
|
|
July 2004
|
|
General Manager of General Administration Department |
|
|
|
|
|
Motohiko Yokoyama |
|
|
|
|
Current Position |
|
Outside Director since June 2005 |
Date of Birth
|
|
May 13, 1944 |
|
|
Director since
|
|
June 2005 |
|
|
Business Experience
|
|
June 2004
|
|
President and Representative Director of Toyoda Machine Works, Ltd. |
|
|
January 2006
|
|
Vice President and Representative Director of JTEKT Corporation,
which is the entity created by the merger of Toyoda Machine Works,
Ltd. with Koyo Seiko Co., Ltd. |
|
|
June 2007
|
|
President and Representative Director of JTEKT Corporation |
|
|
June 2010
|
|
Vice Chairman of JTEKT Corporation |
|
|
|
|
|
Toshihito Yamazoe |
|
|
|
|
Current Position |
|
Standing Statutory Auditor since June 2008 |
Date of Birth
|
|
October 16, 1949 |
|
|
Statutory Auditor since
|
|
June 2008 |
|
|
Business Experience
|
|
April 1999
|
|
Assistant General Manager of Asia and Oceania Sales Department |
|
|
August 2000
|
|
President of Makita (China) Co., Ltd. |
|
|
April 2006
|
|
General Manager of Europe Sales Department |
|
|
|
|
|
46
|
|
|
|
|
Haruhito Hisatsune |
|
|
|
|
Current Position |
|
Outside Standing Statutory Auditor since June 2008 |
Date of Birth
|
|
February 7, 1947 |
Statutory Auditor since
|
|
June 2008 |
|
|
Business Experience
|
|
May 1990
|
|
Manager of Government Securities Service Section of Operation
Department of the Bank of Japan |
|
|
May 1991
|
|
Officer of Examination Department of the Bank of Japan |
|
|
April 1997
|
|
General Manager of Overseas Section of the Hekikai Shinkin Bank |
|
|
August 2003
|
|
Management Director and Corporate Officer, Director of
Business Center of the Hekikai Shinkin Bank |
|
|
|
|
|
Masafumi Nakamura |
|
|
|
|
Current Position |
|
Outside Statutory Auditor since June 2007 |
Date of Birth
|
|
September 17, 1942 |
Statutory Auditor since
|
|
June 2007 |
|
|
Business Experience
|
|
May 1983
|
|
Representative partner of SAN-AI Audit Corporation |
|
|
April 2001
|
|
Representative partner of Tohmatsu & Co. |
|
|
January 2006
|
|
Representative partner of Masafumi Nakamura Accountancy Firm |
|
|
June 2007
|
|
Outside Statutory Auditor for Taiyo Kagaku Co., Ltd. |
|
|
November 2008
|
|
Outside Statutory Auditor for Shinwa Co., Ltd. |
|
|
April 2009
|
|
Professor in Graduate School of Business at Aichi Shukutoku
University |
|
|
|
|
|
Michiyuki Kondo |
|
|
|
|
Current Position |
|
Outside Statutory
Auditor since June 2008
(Attorney-at-law, Kondo Michiyuki Law Firm) |
Date of Birth
|
|
October 23, 1944 |
Statutory Auditor since
|
|
June 2008 |
|
|
Business Experience
|
|
April 1971
|
|
Attorney-at-law, Takasu Hiroo Law Firm |
|
|
May 1977
|
|
Established Kondo Michiyuki Law Firm |
|
|
May 2005
|
|
Outside Statutory Auditor for ELMO Co., Ltd. |
|
|
April 2010
|
|
Outside Statutory Auditor for TECNO HORIZON
HOLDINGS CO.,LTD |
The
terms of each director listed above and Masufumi Nakamura as
Statutory Auditor expire in June 2011. The terms of Mr. Toshihito
Yamazoe as Statutory Auditor and of Mr. Haruhito Hisatsune and Michiyuki Kondo as Outside Statutory
Auditor expire in June 2012.
There are no family relationships between any of the individuals named above. There is no
arrangement or understanding with major shareholders, customers, suppliers, or others pursuant to
which any person named above.
B. Compensation
The aggregate amount of remuneration, including bonuses but excluding retirement allowances,
paid by the Company during FY2010 to all Directors, who served during FY2010 totaled ¥231 million.
The aggregate amount of remuneration, including bonuses but excluding retirement allowances, paid
by the Company during FY2010 to all Statutory Auditors, who served during FY2010 totaled ¥41
million.
The aggregate amount of remuneration, including
bonuses but excluding retirement allowances, paid by the Company during FY2009 to all Directors, who served during FY2009
totaled ¥276 million.
47
The aggregate amount of remuneration, including bonuses but excluding retirement allowances, paid
by the Company during FY2009 to all Statutory Auditors, who served during FY2009 totaled ¥41
million.
Some of the fringe benefits provided by the Company to its employees in Japan, such as medical
and dental service insurance and welfare pension insurance were also made available to Directors
and Standing Statutory Auditors.
The Company had an unfunded retirement and termination allowances program for Directors and
Statutory Auditors. Under such program, the aggregate amount set aside as retirement allowances for
Directors and Statutory Auditors was ¥450 million as of March 31, 2009 and was ¥384 million as of
March 31, 2010.
However, this executive retirement and termination allowances program was abolished by the Annual
General Meeting of Shareholders held on June 29, 2006, because the program featured minimal
correlation with the Companys results while presenting strong seniority-based elements. With
regard to retirement and termination allowances accrued through that day, the retirement allowance
will be paid to eligible executives upon their retirement. The aggregate amount of remuneration
related to retirement and termination paid by the Company during FY2010 to all Directors and
Statutory Auditors totaled ¥62 million.
Beginning in July 2006, the Company introduced a new remuneration program which links the
Directors compensation to Makitas stock prices. Under this remuneration program, a portion or all
of the directors monthly compensation representing their retirement allowance will be contributed
to the Executive Stock Ownership Plan, which in turn will acquire the Companys stock. The acquired
stock will be retained for the duration of the Directors tenure. The purpose of this system is to
effectively link a portion of the Directors remuneration to the stock price, and thereby provide
further transparency of directors managerial responsibility with respect to improving the
Companys value.
C. Board practices
Makita regards the management checking function as an important means of providing for
transparent management, strengthening the functions of the Board of Directors and the Board of
Corporate Auditors and improving corporate governance.
Makita also strives to provide for effective corporate governance and fair and transparent
management by disclosing information proactively and timely via various channels including an
Internet website dedicated to disclosure of financial information.
Under the Company Law, the Company has elected to structure its corporate governance system as
a company with a board of statutory auditors as set out below.
The Companys Articles of Incorporation provide for 15 or fewer Directors and 5 or fewer
Statutory Auditors. All Directors and Statutory Auditors are elected at general meetings of
shareholders. In general, the term of offices of Directors expires at the conclusion of the
ordinary general meeting of shareholders held with respect to the last business year ending within
two years from their election, and in the case of Statutory Auditors, within four years
from their election; however, Directors and Statutory Auditors may serve any number of
consecutive terms.
With respect to each expiration date of the term of offices of current Directors and Statutory
Auditors, see A. Directors and senior management of Item 6.A.
The Board of Directors assumes final responsibility for the business operations of the
Company. The Board has responsibility over material matters related the business management of the
Company, in addition to basic business management policies and matters assigned to it by law.
The Board of Directors may elect from among its members a Chairman and Director, one or more Vice
Chairmen and
Directors, a President and Director, one or more Executive Vice Presidents and
Directors, Senior Managing Directors and Managing Directors. From among the Directors referred to
above, the Board of Directors elects one or more Representative Directors.
48
Each Representative Director has the authority to individually represent the Company in the conduct
of the affairs of the Company.
Makita has appointed executive officers in order to ensure quick implementation of group
strategies and strengthen the operational organization.
As Makita expands its business globally, this system will allow Makita to improve its corporate
value by implementing flexible and efficient business operations in rapidly changing business
environments.
Since the general meeting of shareholders on June 25, 2010, the Board of Directors of the Company
has been comprised of eleven directors, including one independent outside director. At a June 25,
2010 meeting of the Board of Directors, 15 executive officers were appointed, ten of whom
concurrently serve as directors.
Pursuant to the Articles of Incorporation of the Company, the number of Directors must be 15 or
less.
The Company has established a Board of Corporate Auditors. The Board of Corporate Auditors is
comprised of four corporate auditors, including three independent outside corporate auditors who
are not and have not been employed by the Company. Two of these outside corporate auditors are
part-time.
The two full-time corporate auditors audit directors execution of duties on a continual basis. Of
the four corporate auditors, two have considerable knowledge and expertise in financial and
accounting matters.
The Board of Corporate Auditors provides audit and status reports, as necessary, to the
independent accounting firm responsible for auditing the Company.
The Statutory Auditors of the Company are not required to be certified public accountants. However,
at least half of the Statutory Auditors are required to be persons who have never been in the past
a director, accounting counselor, corporate executive officer, general manager or any other
employee of the Company or any of its subsidiaries.
The Statutory Auditors may not, while acting as such, be a director, accounting counselor,
corporate executive officer, general manager or any other employee of the Company or any of
its subsidiaries.
Each Statutory Auditor has the statutory duty to supervise the administration by the Directors of
the Companys affairs and also to examine the Companys annual consolidated and non-consolidated
financial statements and business report proposed to be submitted by a Representative Director at
the general meeting of shareholders and, based on such examination and a report of an Accounting
Auditor referred to below, to individually prepare their audit reports. They are required to attend
meetings of the Board of Directors but are not entitled to vote.
In addition to Statutory Auditors, independent certified public accountants or an audit
corporation must be appointed by a general meeting of shareholders as Accounting Auditors.
Such Accounting Auditors have, as their primary statutory duties, a duty to examine the Companys
annual consolidated and non-consolidated financial statements proposed to be submitted by a
Representative Director to general meetings of shareholders and to report their opinion thereon to
certain Statutory Auditors designated by the Board of Statutory Auditors to receive such report (if
such Statutory Auditors are not designated, all Statutory Auditors) and the Directors designated to
receive such report (if such Directors are not designated, the Directors who prepared the financial
statements).
The Board of Statutory Auditors has a statutory duty to, based upon the reports prepared by
respective Statutory Auditors, prepare its audit report and Statutory Auditors designated by the
Board of Statutory Auditors to submit such report (if such Statutory Auditors are not designated,
all Statutory Auditors) to the Accounting Auditors and Directors designated to
receive such report (if such Directors are not designated, the Directors who prepared the financial
statements and the business report). A Statutory Auditor may note his or her opinion in the audit
report of the Board of Statutory Auditors if his or her opinion expressed in his or her audit
report is different from the opinion expressed in the audit report of the Board of Statutory
Auditors. The Board of Statutory Auditors shall elect one or more full-time Statutory Auditors from
among its members.
49
The Board of Statutory Auditors is empowered to establish audit principles, the method of
examination by Statutory Auditors of the Companys affairs and financial position, and other
matters concerning the performance of the Statutory Auditors duties. For names of the Statutory
Auditors that constitute the current Board of Statutory Auditors, see Item 6. A.
Consolidated
financial statements created by the Company are audited by KPMG AZSA LLC, a
KPMG member firm.
No relationship or transaction that is required to be noted under the Certified Public Accountants
Act exists between the Company and the accounting firm or any of its partners.
The Company consults with legal counsel regarding matters requiring judgment from a legal
perspective in order to ensure compliance with applicable laws.
There are no contractual arrangements providing for benefits to Directors upon termination
of service. Also see B. Memorandum and articles of association Directors in Item 10.
D. Employees
The following table sets forth information about the number of Makitas employees excluding
temporary employees:
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees by Geographic Areas |
|
As of March 31, |
|
|
2008 |
|
2009 |
|
2010 |
Japan |
|
|
3,206 |
|
|
|
3,171 |
|
|
|
3,146 |
|
Europe |
|
|
2,323 |
|
|
|
2,381 |
|
|
|
2,347 |
|
North America |
|
|
995 |
|
|
|
912 |
|
|
|
848 |
|
Asia |
|
|
3,278 |
|
|
|
3,203 |
|
|
|
3,230 |
|
Other regions |
|
|
634 |
|
|
|
745 |
|
|
|
757 |
|
|
|
|
|
|
|
|
Total |
|
|
10,436 |
|
|
|
10,412 |
|
|
|
10,328 |
|
|
|
|
|
|
|
|
As of March 31, 2010, Makita had 10,328 regular full-time employees and 3,223 temporary
employees who were not entitled to retirement or certain other fringe benefits which regular
full-time employees receive.
The Company has a labor contract with the Makita Workers Union covering wages and conditions of
employment. All full-time employees of the Company in Japan, except management and certain other
employees, must be union members. The Makita Union is affiliated with the Japanese Electrical
Electronic & Information Union. The Company has not been materially affected by any work stoppages
or difficulties in connection with labor negotiations in the past.
As of March 31, 2010, there are 2,672 members of the labor union and Makita considers its
relationship with the labor union to be good.
E. Share ownership
The total number of shares of the Companys common stock owned by the Directors and Statutory
Auditors as a group as of March 31, 2010 is as follows:
|
|
|
|
|
|
|
|
|
Identity of person or group |
|
Number of shares owned |
|
Percentage of outstanding shares |
Directors and Statutory Auditors |
|
|
2,094,593 |
|
|
|
1.52% |
|
50
The following table lists the number of shares owned by the Directors and Statutory Auditors of the
Company as of March 31, 2010.
|
|
|
|
|
|
|
Name |
|
Position as of March 31, 2010 |
|
Number of shares |
Masahiko Goto |
|
CEO & President, Representative Director |
|
|
1,990,537 |
|
Yasuhiko Kanzaki |
|
Director and Managing Corporate Officer |
|
|
23,104 |
|
Tadayoshi Torii |
|
Director and Managing Corporate Officer |
|
|
16,477 |
|
Shiro Hori |
|
Director and Managing Corporate Officer |
|
|
13,263 |
|
Tomoyasu Kato |
|
Director and Corporate Officer |
|
|
14,777 |
|
Tadashi Asanuma |
|
Director and Corporate Officer |
|
|
7,179 |
|
Hisayoshi Niwa |
|
Director and Corporate Officer |
|
|
8,380 |
|
Shinichiro Tomita |
|
Director and Corporate Officer |
|
|
4,406 |
|
Tetsuhisa Kaneko |
|
Director and Corporate Officer |
|
|
7,005 |
|
Yoji Aoki |
|
CFO & Director and Corporate Officer |
|
|
3,314 |
|
Motohiko Yokoyama |
|
Outside Director |
|
|
0 |
|
Toshihito Yamazoe |
|
Standing Statutory Auditor |
|
|
5,317 |
|
Haruhito Hisatsune |
|
Standing Statutory Auditor |
|
|
0 |
|
Masafumi Nakamura |
|
Outside Statutory Auditor |
|
|
0 |
|
Michiyuki Kondo |
|
Outside Statutory Auditor |
|
|
834 |
|
Item 7. Major Shareholders and Related Party Transactions
A. Major shareholders
Except for Masahiko Goto, who holds 1.44% of total number of shares of outstanding common
stock with voting rights, excluding treasury stock, as of March 31, 2010, none of the Companys
Directors and Statutory Auditors own more than one percent of the Companys common stock.
The information on beneficial ownership of the Companys common stock in the table below was prepared from publicly
available records of the filings made by the Companys shareholders regarding their ownership of
the Companys common stock under the Financial Instruments and Exchange Act of Japan.
Under the Financial Instruments and Exchange Act of Japan, any person who becomes
beneficially, solely or jointly, a holder, including, but not limited to, a deemed holder who
manages shares for another holder pursuant to a discretionary investment agreement, of more than 5%
of the shares with voting rights of a company listed on a Japanese stock exchange (including ADSs
representing such shares), must file a report concerning the shareholding with the Director of the
relevant local finance bureau. A similar report must be filed, with certain exceptions, if the
percentage of shares held by a holder, solely or jointly, of more than 5% of the total issued
shares of a company increases or decreases by 1% or more, or if any change to a material matter set
forth in any previously filed reports occurs.
Based on publicly available information, the following table sets forth the beneficial
ownership of holders of more than 5% of the Companys common stock as of March 31, 2010, indicated
in the reports described below.
|
|
|
|
|
|
|
|
|
Name of beneficial owner |
|
Number of shares |
|
Percentage |
Master Trust Bank of Japan, Ltd. (Trust account)
|
|
|
8,193,100 |
|
|
|
5.85% |
|
Based on information made publicly available on or after April 1, 2007, the following table
describes transactions resulting in a 1% or more change in the percentage ownership held by major
beneficial owners of the Companys common stock.
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares owned |
|
|
|
|
|
Number |
|
Shares |
|
|
|
|
Date of |
|
prior to |
|
|
|
|
|
of shares |
|
owned after |
|
|
Name of shareholder |
|
transaction |
|
transaction |
|
% |
|
changed |
|
transaction |
|
% |
Mitsubishi UFJ Financial Group |
|
April 14, 2008 |
|
|
8,544,423 |
|
|
|
5.93 |
|
|
|
1,478,577 |
|
|
|
10,023,000 |
|
|
|
6.97 |
|
Mitsubishi UFJ Financial Group |
|
June 30, 2008 |
|
|
10,023,000 |
|
|
|
6.97 |
|
|
|
1,462,523 |
|
|
|
11,485,523 |
|
|
|
7.98 |
|
Mitsubishi UFJ Financial Group |
|
October 27, 2008 |
|
|
11,485,523 |
|
|
|
7.98 |
|
|
|
(1,446,434 |
) |
|
|
10,039,089 |
|
|
|
6.97 |
|
Nomura Asset Management |
|
March 13, 2009 |
|
|
7,528,400 |
|
|
|
5.23 |
|
|
|
(1,677,600 |
) |
|
|
5,850,800 |
|
|
|
4.18 |
|
Nomura Asset Management |
|
October 15, 2009 |
|
|
7,218,000 |
|
|
|
5.16 |
|
|
|
(1,652,200 |
) |
|
|
5,565,800 |
|
|
|
3.98 |
|
As of March 31, 2010, the Company had 137,760,402 outstanding shares of common stock,
excluding 2,248,358 shares of Treasury Stock. According to the Bank of New York Mellon, depositary
for the Companys ADSs, as of March 31, 2010, 3,896,087 shares of the Companys common stock were
held in the form of ADRs and there were 85 ADR holders of record in the United States. According to
the Companys register of shareholders and register of beneficial owners as of March 31, 2010,
there were 15,272 holders of common stock of record worldwide and the number of record holders in
the United States was 130.
The major shareholders do not have voting rights that are different to the other shareholders
of the Company.
As far as is known to the Company, there is no arrangement, the operation of which may at a
subsequent date result in a change in control of the Company.
To the knowledge of the Company, it is not directly or indirectly owned or controlled by any other
corporation or by the Japanese or any foreign government.
B. Related party transactions
Makita sells and purchases products, materials, supplies and services to and from affiliated
companies in the ordinary course of business. No Director or Statutory Auditor has been indebted to
the Company or any of its subsidiaries at any time during the latest three fiscal years. Neither
the Company nor any of its subsidiaries expects to make any loans to Directors or Statutory
Auditors in the future.
During FY2008, Makita acquired all outstanding shares of Fuji Robin Industries, Ltd. in
exchange for approximately ¥2,673 million in cash and 81,456 Makita shares with a fair value of
¥397 million.
The Company recorded advertisement expenses of ¥2 million in FY2009 and ¥2 million in FY2010,
respectively, paid to Maruwa Co., Ltd., a Japanese corporation in which the Companys President,
Masahiko Goto, and his relatives hold a majority of the voting rights.
The Company recorded purchases of materials and production facilities amounting to ¥109 million in
FY2009 and ¥28 million in FY2010 as a result of business transactions with Toa Co., Ltd., a
Japanese corporation in which the Companys President, Masahiko Goto, and his relatives hold a
majority of the voting rights. In addition, in connection with such transactions, the Company
recorded trade accounts payable of ¥5 million and ¥2 million, as of March 31, 2009 and March 31,
2010, respectively.
Makita recorded purchases of materials and machinery and facilities amounting to ¥614 million in
FY2009 and ¥311 million in FY2010 as a result of business transactions with JTEKT Group, a
corporation in which Motohiko Yokoyama, an Outside Director of the Company, serves as the Vice
Chairman and Representative Director. In connection with such transactions, Makita recorded trade
accounts payable of ¥27 million and ¥24 million as of March 31, 2009 and March 31, 2010,
respectively.
52
C. Interests of experts and counsel
Not applicable
Item 8. Financial Information
A. Consolidated statements and other financial information
1-3. Consolidated Financial Statements
Makitas audited consolidated financial statements are included under Item 18Financial
Statements. Except for Makitas consolidated financial statements included under Item 18, no other
information included in this annual report has been audited by Makitas Independent Registered
Public Accounting Firm.
4. Not applicable
5. Not applicable
6. Export Sales
7. Legal or arbitration proceedings
In 2009, Milwaukee Electric Tool Corporation (Milwaukee) and Metco Battery
Technologies, LLC (Metco) filed a lawsuit against the Company and its subsidiaries, Makita
U.S.A., Inc. and Makita Corporation of America (the Company and its subsidiaries) alleging
infringement of certain patents registered under Milwaukees and Metcos names by one of the Makita
Groups products. The Company and its subsidiaries filed a legal action for a declaratory judgment
against Milwaukee and Metco arguing that certain of Milwaukees and Metcos patents are invalid and
that otherwise the Makita Groups product does not infringe Milwaukees or Metcos patents.
Milwaukee, Metco and the Company and its subsidiaries agreed to settle the lawsuit in September
2009 and the parties dropped each suit in October 2009.
8. Dividend Policy
Makitas basic policy on the distribution of profits is to maintain a dividend payout ratio of
30% or greater, with a lower limit on annual cash dividends of 18 Japanese yen per share. However,
in the event special circumstances arise, computation of the amount of dividends will be based on
consolidated net income after certain adjustments. In addition, Makita aims to implement a flexible
capital policy, augment the efficiency of its capital employment, and thereby boost shareholder
profit. Makita continues to consider repurchases of its outstanding shares in light of trends in
stock prices. The Company intends to retire treasury stock when necessary based on consideration of
the balance of treasury stock and its capital policy.
Makita intends to maintain a financial position strong enough to withstand the challenges
associated with changes in its operating environment and other changes and allocate funds for
strategic investments aimed at expanding its global operations.
According to this basic policy, the Company paid interim cash dividends in FY2010 of ¥15 per
share and ADS. The Company has declared a year-end cash dividend of ¥37 per share and ADS, which
was approved by the shareholders meeting held on June 25, 2010.
53
The following table sets forth cash dividends per share of common stock declared in Japanese
yen and as translated into U.S. dollars.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
U.S. Dollars |
Fiscal year ended March 31, |
|
Interim |
|
Year-end |
|
Interim |
|
Year-end |
2006 |
|
|
19 |
|
|
|
38 |
|
|
|
0.16 |
|
|
|
0.32 |
|
2007 |
|
|
19 |
|
|
|
55 |
|
|
|
0.16 |
|
|
|
0.47 |
|
2008 |
|
|
30 |
|
|
|
67 |
|
|
|
0.30 |
|
|
|
0.67 |
|
2009 |
|
|
30 |
|
|
|
50 |
|
|
|
0.31 |
|
|
|
0.53 |
|
2010 |
|
|
15 |
|
|
|
37 |
|
|
|
0.17 |
|
|
|
0.41 |
|
Note: |
|
Cash dividends in U.S. dollars are based on the exchange rates at the respective payment
date (except for the FY2010 year-end dividend, which is based on the
exchange rate on June 25, 2010), using the noon buying rates for cable transfers in Japanese yen in New York City as
certified for customs purposes by the Federal Reserve Bank of New York. |
B. Significant changes
To Makitas knowledge, except as a disclosed in this annual report, no significant change has
occurred since the date of the annual financial statements.
Item 9. The Offer and Listing
A. Offer and listing details
The shares of common stock of the Company were listed on the First Section of the Tokyo Stock
Exchange, the Osaka Securities Exchange and the Nagoya Stock Exchange in 1970. The Company decided
to discontinue its listing on the Osaka Securities Exchange due to the low level of trading volume
in its shares on that exchange, and it was delisted from that exchange at the end of February 2003.
The shares of common stock of the Company were listed on the Amsterdam Stock Exchange (Euronext
Amsterdam) in 1973, initially in the form of Continental Depositary Receipts. The Company decided
to discontinue its listing on the Euronext Amsterdam Stock Exchange due to the extremely low level
of trading volume in its shares on that exchange, and it was delisted from that exchange at the end
of January 2005.
The Companys American Depositary Shares, each representing one share (prior to April 1, 1991,
five shares) of common stock and evidenced by American Depositary Receipts (ADRs), have been
quoted since 1977 through the National Association of Securities Dealers Automated Quotation
(NASDAQ) System under MKTAY.
54
The following table shows the high and low sales prices of the Common Stock on the Tokyo Stock
Exchange for the periods indicated and the reported high and low bid prices of American Depositary
Shares through the NASDAQ system.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tokyo Stock Exchange price per |
|
NASDAQ price per |
|
|
share of Common stock |
|
American Depositary Share |
|
|
Yen |
|
U.S. Dollars |
Fiscal year ended March 31, |
|
High |
|
Low |
|
High |
|
Low |
2006 |
|
|
3,820 |
|
|
|
1,755 |
|
|
|
34.19 |
|
|
|
16.15 |
|
2007 |
|
|
4,630 |
|
|
|
2,995 |
|
|
|
39.00 |
|
|
|
26.03 |
|
2008 |
|
|
5,920 |
|
|
|
2,885 |
|
|
|
50.60 |
|
|
|
27.28 |
|
2009 |
|
|
4,780 |
|
|
|
1,160 |
|
|
|
45.76 |
|
|
|
12.72 |
|
2010 |
|
|
3,400 |
|
|
|
1,912 |
|
|
|
39.65 |
|
|
|
21.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st quarter ended June 30, 2008 |
|
|
4,780 |
|
|
|
3,000 |
|
|
|
45.76 |
|
|
|
29.94 |
|
2nd quarter ended September 30, 2008 |
|
|
4,380 |
|
|
|
1,965 |
|
|
|
39.30 |
|
|
|
19.07 |
|
3rd quarter ended December 31, 2008 |
|
|
2,215 |
|
|
|
1,160 |
|
|
|
22.64 |
|
|
|
12.72 |
|
4th quarter ended March 31, 2009 |
|
|
2,490 |
|
|
|
1,580 |
|
|
|
25.09 |
|
|
|
17.80 |
|
Fiscal year 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st quarter ended June 30, 2009 |
|
|
2,535 |
|
|
|
2,080 |
|
|
|
25.58 |
|
|
|
21.68 |
|
2nd quarter ended September 30, 2009 |
|
|
3,060 |
|
|
|
1,912 |
|
|
|
33.87 |
|
|
|
21.01 |
|
3rd quarter ended December 31, 2009 |
|
|
3,400 |
|
|
|
2,700 |
|
|
|
39.65 |
|
|
|
30.51 |
|
4th quarter ended March 31, 2010 |
|
|
3,395 |
|
|
|
2,771 |
|
|
|
36.60 |
|
|
|
31.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2010 |
|
|
3,395 |
|
|
|
2,953 |
|
|
|
36.60 |
|
|
|
32.78 |
|
February 2010 |
|
|
3,130 |
|
|
|
2,771 |
|
|
|
34.53 |
|
|
|
31.44 |
|
March 2010 |
|
|
3,190 |
|
|
|
2,800 |
|
|
|
34.22 |
|
|
|
31.67 |
|
April 2010 |
|
|
3,265 |
|
|
|
2,810 |
|
|
|
34.69 |
|
|
|
30.55 |
|
May 2010 |
|
|
2,882 |
|
|
|
2,375 |
|
|
|
32.74 |
|
|
|
25.55 |
|
June 2010 |
|
|
2,727 |
|
|
|
2,380 |
|
|
|
29.75 |
|
|
|
26.66 |
|
B. Plan of distribution
Not applicable
C. Markets
See Item 9.A.
D. Selling shareholders
Not applicable
E. Dilution
Not applicable
F. Expenses of the issue
Not applicable
55
Item 10. Additional Information
A. Share capital
Not applicable
B. Memorandum and articles of association
Organization
The Company is a joint stock corporation (kabushiki kaisha) incorporated in Japan under the
Companies Act (kaishaho) of Japan. It is registered in the Commercial Register (shogyo tokibo)
maintained by the Kariya Branch Office of the Nagoya Legal Affairs Bureau of the Ministry of
Justice of Japan.
Objects and purposes
Article 2 of the Articles of Incorporation of the Company provides that the purposes of the
Company are to engage in the following businesses:
|
|
Manufacture and sale of machine tools including electric power tools, pneumatic tools,
engine-powered tools, etc., and wood-working tools; |
|
|
|
Manufacture and sale of electric machinery and equipment, gardening machinery and various
other machinery and equipment; |
|
|
|
Manufacture and sale of interior furnishings and household goods and their installation work; |
|
|
|
Purchase, sale, lease and management of real estate; |
|
|
|
Operation of sporting and recreational facilities; |
|
|
|
Casualty insurance agency and business relating to offering of life insurance; |
|
|
|
Tourist business under the Travel Agency Law; |
|
|
|
Acquisition, assignment and licensing of industrial property rights, copyright and other
intellectual property rights and provision of technical guidance; |
|
|
|
Investment in various kinds of business; and
|
|
|
|
All other business incidental or relative to any of the preceding items. |
Directors
Under the Companies Act, each Director has executive powers and duties to manage the affairs
of the Company and each Representative Director, who is elected from among the Directors by the
Board of Directors, has the statutory authority to represent the Company in all respects.
Under the Companies Act, the Directors must refrain from engaging in any business competing with
the Company unless approved by the Board of Directors and any Director who has a material interest
in the subject matter of a resolution to be taken by the Board of Directors cannot vote on such
resolution. The total amount of remuneration to Directors and that to Statutory Auditors are
subject to the approval of the general meeting of shareholders. Within such authorized amounts the
Board of Directors and the Board of Statutory Auditors
respectively determine the compensation to each Director and Statutory Auditor.
Except as stated below, neither the Companies Act nor the Companys Articles of Incorporation make
special provisions as to:
|
|
the Directors or Statutory Auditors power to vote in connection with their compensation; |
|
|
|
the borrowing power exercisable by a Representative Director (or a Director who is given
power by a Representative Director to exercise such power); |
|
|
the Directors or Statutory Auditors retirement age; or
|
|
|
|
requirement to hold any shares of capital stock of the Company. |
56
The Companies Act specifically requires the resolution of the Board of Directors for a company:
|
|
to acquire or dispose of material assets; |
|
|
|
to borrow a substantial amount of money; |
|
|
|
to employ or discharge from employment important employees, such as general managers; |
|
|
|
to establish, change or abolish material corporate organization such as a branch office; |
|
|
|
to determine material conditions concerning offering of corporate bonds; and |
|
|
|
to establish and maintain an internal control system. |
The Regulations of the Board of Directors and operational regulations thereunder of the
Company require a resolution of the Board of Directors for the Company to borrow money in an amount
of ¥100 million or more to give a guarantee in an amount of ¥10 million or more.
Common stock
General
Unless indicated otherwise, set forth below is information relating to the Companys Common
Stock, including brief summaries of the relevant provisions of the Companys Articles of
Incorporation and Share Handling Regulations, as currently in effect, and of the Companies Act of
Japan and related legislation.
On January 5, 2009, a new central book-entry transfer system for shares of Japanese listed
companies was established pursuant to the Act Concerning Book-entry Transfer of Corporate Bonds,
Shares etc. (Book-entry Transfer Act), and this system applies to the shares of Common Stock of
the Company.
Under this system, shares of all Japanese companies listed on any Japanese stock exchange are
dematerialized, and shareholders must have accounts at account management institutions to hold
their shares unless such shareholder has an account at Japan Securities Depository Center, Inc.
(JASDEC). Account management institutions are financial instruments business operators (i.e.,
securities companies), banks, trust companies and certain other financial institutions which meet
the requirements prescribed by the Book-entry Transfer Act. Transfer of the shares of Common Stock
of the Company is effected exclusively through entry in the records maintained by JASDEC and the
account management institutions, and title to the shares passes to the transferee at the time when
the transfer of the shares is recorded at the
transferees account at an account management institution. The holder of an account at an
account management institution is presumed to be the legal holder of the shares recorded in such
account.
Under the Companies Act and the Book-entry Transfer Act, in order for a shareholder to assert
against the Company any right to which such shareholder is entitled as of a given record date (such
as the rights to vote at a general meeting of shareholders or receive dividends), such shareholder
must have its name and address registered in the Companys register of shareholders. Under the
central book-entry transfer system operated by JASDEC, shareholders shall notify the relevant
account management institutions of certain information prescribed under the Book-entry Transfer Act
or the Companys Share Handling Regulations, including their names and addresses.
The Companys register of shareholders is updated when JASDEC notifies the Company of
information on shareholders who hold the shares of Common Stock as of record dates set forth in the
Companys Articles of Incorporation and record dates which the Company may at any time set in order
to determine the shareholders who are entitled to certain rights pertaining to the shares of Common
Stock.
57
In order for a shareholder to assert any right to which such shareholders is entitled
regardless of record date, such as minority shareholders rights, including the right to propose
that a matter be considered at a general meeting of shareholders, but excluding the right to
request the Company to purchase or sell shares of common stock constituting less than a full unit
(see Unit share system), upon such shareholders request, JASDEC will issue to the Company a
notice of certain information, including the name and address of such shareholder. Thereafter, such
shareholder is required to present to the Company a receipt of the notice request in accordance
with the Companys Share Handling Regulations. Under the Book-entry Transfer Act, a shareholder
must exercise its shareholders right within 4 weeks after the notice above.
Non-resident shareholders are required to appoint a standing proxy in Japan or file notice of
a mailing address in Japan.
Each such shareholder must give notice of such standing proxy or mailing address to the relevant
account management institution. Such notice will be forwarded to the
Company through JASDEC.
Japanese securities companies and commercial banks customarily act as standing proxies and provide
related services for standard fees.
Notices from the Company to non-resident shareholders are delivered to such standing proxies or
mailing addresses.
The registered holder of deposited shares underlying the ADSs is the Depositary for the ADSs.
Accordingly, holders of ADSs will not be able to directly assert shareholders rights against the
Company.
Authorized capital
Under the current Articles of Incorporation of the Company, the Company may only issue shares
of Common Stock. Article 6 of the Articles of Incorporation of the Company provides that the total
number of shares authorized to be issued by the Company is 496,000,000 shares.
As of March 31, 2010, 140,008,760 shares of Common Stock were in issue.
All shares of Common Stock of the Company have no par value. All issued shares are fully-paid and
non-assessable, and are in registered form.
Dividends from Surplus
Dividends
from Surplus General
Under the Companies Act, distributions of cash or other assets by joint stock corporations to
their shareholders, so called dividends, are referred to as dividends from Surplus (Surplus
is defined in Restriction on dividends from Surplus). The Company may make dividends from
Surplus to the shareholders any number of times per business year, subject to certain limitations
described in Restriction on dividends from Surplus. Dividends from Surplus are required in
principle to be authorized by a resolution of a general meeting of shareholders, but may also be
made pursuant to a resolution of the Board of Directors if:
(a) Articles of Incorporation of the Company so provide;
(b) the normal term of office of the Directors is no longer than one year; and
(c) its non-consolidated annual financial statements and certain documents for the latest business
year present fairly its assets and profit or loss, as required by ordinances of the Ministry of
Justice.
Under the current Articles of Incorporation of the Company, the requirements described in (a)
and (b) are not met. Nevertheless, even under the current Articles of Incorporation, the Company
may make dividends from Surplus in cash to the shareholders by resolutions of the Board of
Directors once per business year. Such dividend from Surplus is called interim dividends.
Dividends from Surplus may be made in cash or in kind in proportion to the number of shares of
Common Stock held by each shareholder. A resolution of a general meeting of shareholders or the
Board of Directors authorizing a dividend from
Surplus must specify the kind and aggregate book
value of the assets to be distributed, the manner of allocation of such assets to shareholders, and
the effective date of the distribution.
58
If a dividend from Surplus is to be made in kind, the Company may, pursuant to a resolution of a
general meeting of shareholders or, as the case may be, the Board of Directors, grant a right to
the shareholders to require the Company to make such dividend in cash instead of in kind. If no
such right is granted to shareholders, the relevant dividend from Surplus must be approved by a
special shareholders resolution (see Voting rights with respect to a special shareholders
resolution).
Under the Articles of Incorporation, year-end dividends and interim dividends may be
distributed to shareholders appearing in the Companys register of shareholders as of March 31 and
September 30 each year, respectively, in proportion to the number of shares of Common Stock held by
each shareholder following approval by the general meeting of shareholders or the Board of
Directors.
The Company is not obliged to pay any dividends unclaimed for a period of three years after the
date on which they first became payable.
In Japan, the ex-dividend date and the record date for dividends precede the date of
determination of the amount of the dividends to be paid. The price of the shares of Common Stock
generally goes ex-dividend on the second business day prior to the record date.
Restriction on dividends from surplus
When the Company makes a dividend from Surplus, the Company must, until the sum of its
additional paid-in capital and legal reserve reaches one quarter of the stated capital, set aside
in its additional paid-in capital and/or legal reserve an amount equal to one-tenth of the amount
of Surplus so distributed.
The amount of Surplus at any given time must be calculated in accordance with the following
formula:
A + B + C + D - (E + F + G)
In the above formula:
A = |
|
the total amount of other capital surplus and other retained earnings, each such amount
being that appearing on the non-consolidated balance sheet as of the end of the last business
year |
|
B = |
|
(if the Company has disposed of its treasury stock after the end of the last business year)
the amount of the consideration for such treasury stock received by the Company less the book
value thereof |
|
C = |
|
(if the Company has reduced its stated capital after the end of the last business year) the
amount of such reduction less the portion thereof that has been transferred to additional
paid-in capital or legal reserve (if any) |
|
D = |
|
(if the Company has reduced its additional paid-in capital or legal reserve after the end
of the last business year) the amount of such reduction less the portion thereof that has been
transferred to stated capital (if any) |
|
E = |
|
(if the Company has cancelled its treasury stock after the end of the last business year)
the book value of such treasury stock |
|
F = |
|
(if the Company has distributed Surplus to its shareholders after the end of the last
business year) the total book value of the Surplus so distributed |
|
G = |
|
certain other amounts set forth in ordinances of the Ministry of Justice, including (if the
Company has reduced Surplus and increased its stated capital, additional paid-in capital or
legal reserve after the end of the last business year) the amount of such reduction and (if
the Company has distributed Surplus to the shareholders after the end
of the last business
year) the amount set aside in additional paid-in capital or legal reserve (if any) as required
by ordinances of the Ministry of Justice |
59
The aggregate book value of Surplus distributed by the Company may not exceed a prescribed
distributable amount (the Distributable Amount), as calculated on the effective date of such
distribution. The Distributable Amount at any given time shall be equal to the amount of Surplus
less the aggregate of the following:
(a) |
|
the book value of its treasury stock; |
|
(b) |
|
the amount of consideration for any of the treasury stock disposed of by the Company after
the end of the last business year; and |
|
(c) |
|
certain other amounts set forth in ordinances of the Ministry of Justice, including (if the
sum of one-half of goodwill and the deferred assets exceeds the total of stated capital,
additional paid-in capital and legal reserve, each such amount being that appearing on the
non-consolidated balance sheet as of the end of the last business year) all or certain part of
such exceeding amount as calculated in accordance with the ordinances of the Ministry of
Justice. |
If the Company has become at its option a company with respect to which consolidated balance
sheets should also be considered in the calculation of the Distributable Amount (renketsu haito
kisei tekiyo kaisha), the Company shall further deduct from the amount of Surplus the excess
amount, if any, of (x) the total amount of shareholders equity appearing on the non-consolidated
balance sheet as of the end of the last business year and certain other amounts set forth by an
ordinance of the Ministry of Justice over (y) the total amount of shareholders equity and certain
other amounts set forth by an ordinance of the Ministry of Justice appearing on the consolidated
balance sheet as of the end of the last business year.
If the Company has prepared interim financial statements as described below, and if such
interim financial statements have been approved by the Board of Directors or (if so required by the
Companies Act) by a general meeting of shareholders, then the Distributable Amount must be adjusted
to take into account the amount of profit or loss, and the amount of consideration for any of the
treasury stock disposed of by the Company, during the period which such interim financial
statements have been prepared. The Company may prepare non-consolidated interim financial
statements consisting of a balance sheet as of any date subsequent to the end of the last business
year and an income statement for the period from the first day of the current business year to the
date of such balance sheet. Interim financial statements prepared by the Company must be audited by
the Statutory Auditors and Accounting Auditors, as required by ordinances of the Ministry of
Justice.
Capital and reserves
The Company may generally reduce its additional paid-in capital or legal reserve by resolution
of a general meeting of shareholders and, if so decided by the same resolution, may account for the
whole or any part of the amount of such reduction as stated capital. On the other hand, the Company
may generally reduce its stated capital by a special resolution of a general meeting of
shareholders and, if so decided by the same resolution, may account for the whole or any part of
the amount of such reduction as additional paid-in capital. In addition, the Company may reduce its
Surplus and increase either (i) stated capital or (ii) additional paid-in capital and/or legal
reserve by the same amount, in either case by resolution of a general meeting of shareholders.
Stock splits
The Company may at any time split shares of Common Stock in issue into a greater number of
shares by resolution of the Board of Directors, and may amend its Articles of Incorporation to
increase the number of the authorized shares to be issued to allow such stock split pursuant to a
resolution of the Board of Directors, so long as the Companys only class of outstanding stock is
the Common Stock, rather than relying on a special shareholders resolution, which is otherwise
required for amending the Articles of Incorporation.
When a stock split is to be made, the Company must give public notice of the stock split,
specifying the record date therefore, at least 2 weeks prior to such record date.
Under the central book-entry transfer system operated by JASDEC, the Company must also give notice
to JASDEC regarding a stock split at least 2 weeks prior to the relevant record date.
60
On the effective date of the stock split, the numbers of shares recorded in all accounts held by
the Companys shareholders at account managing institutions or JASDEC will be increased in
accordance with the applicable ratio.
Consolidation of shares
The Company may at any time consolidate shares in issue into a smaller number of shares by a
special shareholders resolution (as defined in Voting Rights).
When a consolidation of shares is to be made, the Company must give public notice or notice to each
shareholder at least 2 weeks prior to the effective date of the consolidation of shares that,
within a period of not less than one month specified in the notice, share certificates must be
submitted to the Company for exchange.
Under the central book-entry transfer system operated by JASDEC, the Company must also give
notice to JASDEC regarding the consolidation of shares at least 2 weeks prior to the effective date
of the consolidation of shares.
On the effective date of the consolidation of shares, the numbers of shares recorded in all
accounts held by the Companys shareholders at account managing institutions or JASDEC will be
decreased in accordance with the applicable ratio. The Company must disclose the reason for the
consolidation of shares at the general meeting of shareholders.
General meeting of shareholders
The ordinary general meeting of shareholders of the Company for each business year is normally
held in June of each year in or near Anjo, Aichi, Japan. In addition, the Company may hold an
extraordinary general meeting of shareholders whenever necessary by giving notice of convocation
thereof at least 2 weeks prior to the date set for the meeting.
Notice of convocation of a general meeting of shareholders setting forth the place, time and
purpose thereof, must be mailed to each shareholder having voting rights (or, in the case of a
non-resident shareholder, to his or her standing proxy or mailing address in Japan) at least 2
weeks prior to the date set for the meeting.
Such notice may be given to shareholders by electronic means, subject to the consent of the
relevant shareholders. The record date for an ordinary general meeting of shareholders is March 31
of each year.
Any shareholder or group of shareholders holding at least 3 percent of the total number of
voting rights for a period of 6 months or more may require the convocation of a general meeting of
shareholders for a particular purpose. Unless such general meeting of shareholders is convened
promptly or a convocation notice of a meeting which is to be held not later than 8 weeks from the
day of such demand is dispatched, the requiring shareholder may, upon obtaining a court approval,
convene such general meeting of shareholders. Any shareholder or group of shareholders holding at
least 300 voting rights or 1 percent of the total number of voting rights for a period of 6 months
or more may propose a matter to be considered at a general meeting of shareholders by submitting a
written request to a Representative Director at least 8 weeks prior to the date set for such
meeting.
If the Articles of Incorporation so provide, any of the minimum voting rights or percentages,
time periods and number of voting rights necessary for exercising the minority shareholder rights
described above may be decreased or shortened.
The Companys Articles of Incorporation currently do not include any such provisions.
Voting rights
So
long as the Company maintains the unit share system (see Unit share system below;
currently 100 shares of Common Stock constitute one unit), a holder of shares constituting one or
more full units is entitled to one voting right per unit of shares subject to the limitations on
voting rights set forth in the following 2 sentences. A corporate or certain other entity more than
one-quarter of whose total voting rights are directly or indirectly owned by the Company may not
exercise its voting rights with respect to shares of Common Stock of the Company that it owns. In
addition, the Company may not exercise its voting rights with respect to shares of Common Stock
that it owns. If the Company eliminates from its Articles of
61
Incorporation the provisions relating
to the unit of shares, holders of shares of Common Stock will have one voting right for each share
they hold. Except as otherwise provided by law or the Articles of Incorporation, a resolution can
be adopted at a general meeting of shareholders by a majority of the total number of voting rights
of all the shareholders represented at the meeting.
The Companies Act and the Companys Articles of Incorporation provide, however, that the
quorum for the election of Directors and Statutory Auditors is one-third of the total number of
voting rights of all the shareholders.
The Companys shareholders are not entitled to cumulative voting in the election of Directors.
Shareholders may exercise their voting rights through proxies, provided that the proxies are also
shareholders of the Company holding voting rights.
The Companys shareholders also may cast their votes in writing, or exercise their voting
rights by electronic means when the Board of Directors decides to permit such method of exercising
voting rights.
The Companies Act and the Companys Articles of Incorporation provide that the quorum shall be
one-third of the total voting rights of all the shareholders, and the approval by at least
two-thirds of the voting rights of all the shareholders represented at the meeting is required (the
special shareholders resolutions) in order to amend the Companys Articles of Incorporation
(except for such amendments that may be made without the approval of shareholders under the
Companies Act, such as (i) an increase in the number of authorized shares by the same ratio as
that of a stock split, (ii) a reduction in the number of shares per unit of shares and (iii)
termination of the unit share system) and in certain other instances, including:
(1) |
|
acquisition of its own shares from specific persons other than its subsidiaries; |
|
(2) |
|
consolidation of shares; |
|
(3) |
|
any offering of new shares or existing shares held by the Company as treasury stock at a
specially favorable price (or any offering of stock acquisition rights, or bonds with stock
acquisition rights on specially favorable conditions) to any persons other than
shareholders; |
|
(4) |
|
the removal of a Statutory Auditor; |
|
(5) |
|
the exemption of liability of a Director, Statutory Auditor or Accounting Auditor with certain
exceptions; |
|
(6) |
|
a reduction of stated capital with certain exceptions in which a special shareholders
resolution is not required; |
|
(7) |
|
a distribution of Surplus in kind other than dividends which meets certain requirements; |
|
(8) |
|
dissolution, merger, consolidation or corporate split with certain exceptions in which a
shareholders resolution is not required; |
|
(9) |
|
the transfer of the whole or a material part of the business with certain exceptions in which
a shareholders resolution is not required; |
|
(10) |
|
the taking over of the whole of the business of any other corporation with certain exceptions
in which a shareholders resolution is not required; or |
|
(11) |
|
share exchange or share transfer for the purpose of establishing 100 percent
parent-subsidiary relationships with certain exceptions in which a shareholders resolution is
not required. |
Issue of additional shares and pre-emptive rights
Holders of shares of Common Stock have no pre-emptive rights under the Articles of
Incorporation of the Company. Authorized but unissued shares may be issued at such times and upon
such terms as the Board of Directors determines, subject to the limitations as to the offering of
new shares at a specially favorable price mentioned under Voting rights above. In the case of
an issuance or transfer of shares of Common Stock of the Company or stock acquisition rights by way
of an allotment to a third party that would dilute the outstanding voting shares by 25% or more or
change the controlling shareholder, in addition to a resolution of the Board of Directors, the
approval of the shareholders or an affirmative opinion from a person independent of the Companys
management is required pursuant to the regulations of the Japanese stock exchanges on which shares
of Common Stock of the Company are listed. The Board of Directors
may, however, determine that shareholders shall be given subscription rights regarding a particular issue of new shares, in
which case such rights must be given on uniform terms to all shareholders as at a record date of
which not less than 2 weeks prior public notice must be given.
62
Each of the shareholders to whom
such rights are given must also be given notice of the expiry thereof at least 2 weeks prior to the
date on which such rights expire.
The Company may issue stock acquisition rights by a resolution of the Board of Directors,
subject to the limitations as to the offering of stock acquisition rights on specially favorable
conditions mentioned under Voting rights above. Holders of stock acquisition rights may exercise
their rights to acquire a certain number of shares within the exercise period as prescribed in the
terms of their stock acquisition rights.
Upon exercise of stock acquisition rights, the Company will be obliged to issue the relevant number
of new shares or alternatively to transfer the necessary number of treasury stock held by it.
In cases where a particular issue of new shares or stock acquisition rights (i) violates laws
and regulations or the Companys Articles of Incorporation, or (ii) will be performed in a manner
materially unfair, and shareholders may suffer disadvantages therefrom, such shareholder may
file an injunction to enjoin such issue with a court.
Liquidation rights
In the event of a liquidation of the Company, the assets remaining after payment of all debts,
liquidation expenses and taxes will be distributed among shareholders in proportion to the
respective numbers of shares of Common Stock held by them.
Record date
As mentioned above, March 31 is the record date for the Companys year-end dividends. So long
as the Company maintains the unit share system, the shareholders who are registered or recorded as
the holders of one or more full units of shares in the Companys registers of shareholders in
writing or digitally (or electronically) at the end of each March 31 are also entitled to exercise
shareholders rights at the ordinary general meeting of shareholders with respect to the business
year ending on such March 31. September 30 is the record date for interim dividends.
In addition, the Company may set a record date for determining the shareholders entitled to other
rights pertaining to the Common Stock and for other purposes, by giving at least 2 weeks prior
public notice.
Under the Book-entry Transfer Act, the Company is required to give notice of each record date
to JASDEC at least 2 weeks prior to such record date. JASDEC is required to promptly give the
Company notice of the names and addresses of the Companys shareholders, the numbers of shares of
Common Stock held by them and other relevant information as of such record date.
Acquisition by the Company of Common stock
The Company may acquire shares of Common Stock (i) from a specific shareholder other than any
of its subsidiaries (pursuant to a special shareholders resolution), (ii) from any of its
subsidiaries (pursuant to a resolution of the Board of Directors), or (iii) by way of purchase on
any Japanese stock exchange on which Common Stock is listed or by way of tender offer (in either
case pursuant to an ordinary resolution of a general meeting of shareholders or a resolution of the
Board of Directors). In the case of (i) above, any other shareholder may make a request to the
Representative Director that such other shareholder be included as a seller in the proposed
purchase, provided that no such right will be available if the purchase price or any other
consideration to be received by the relevant specific shareholder will not exceed the last trading
price of the shares on the relevant stock exchange on the day immediately preceding the date on
which the resolution mentioned in (i) above was adopted (or, if there is no trading in the shares
on the stock exchange or if the stock exchange is not open on such day, the price at which the
shares are first traded on such stock exchange thereafter).
The total amount of the purchase price of shares of Common Stock may not exceed the
Distributable Amount, as described in
Dividends from Surplus Restriction on dividends from
Surplus.
63
Shares of Common Stock acquired by the Company may be held by it for any period or may be cancelled
by resolution of the Board of Directors. The Company may also transfer to any person the shares of
Common Stock held by it, subject to a resolution of the Board of Directors, and subject also to
other requirements similar to those applicable to the issuance of new shares, as described in
Issue of additional shares and pre-emptive rights above. The Company may also utilize its
treasury stock for the purpose of transfer to any person upon exercise of stock
acquisition rights or for the purpose of acquiring another company by way of merger, share exchange
or corporate split through exchange of treasury stock for shares or assets of the acquired company.
Unit share system
The Articles of Incorporation of the Company provide that 100 shares of Common Stock
constitute one unit of shares. Although the number of shares constituting one unit is included in
the Articles of Incorporation, any amendment to the Articles of Incorporation reducing (but not
increasing) the number of shares constituting one unit or eliminating the provisions for the unit
of shares may be made by the resolution of the Board of Directors rather than by a special
shareholders resolution, which is otherwise required for amending the Articles of Incorporation.
The number of shares constituting one new unit, however, cannot exceed 1,000.
Under the unit share system, shareholders shall have one voting right for each unit of shares
that they hold. Any number of shares less than a full unit carries no voting rights.
Holders of shares constituting less than a full unit will have no other shareholder rights if
the Articles of Incorporation so provide, except that such holders may not be deprived of certain
rights specified in the Companies Act or an ordinance of the Ministry of Justice, including the
right to receive dividends from Surplus.
A holder of shares of Common Stock constituting less than a full unit may require the Company
to purchase such shares at their market value in accordance with the provisions of the Share
Handling Regulations of the Company.
In addition, the Articles of Incorporation of the Company provide that a holder of shares of Common
Stock constituting less than a full unit may request the Company to sell to such holder such amount
of shares of Common Stock which will, when added together with the shares of Common Stock
constituting less than a full unit, constitute a full unit of shares, in accordance with the
provisions of the Share Handling Regulations of the Company.
As prescribed in the Companys Share Handling Regulations, such requests must be made through
an account management institution and JASDEC pursuant to the rules set by JASDEC.
Under the new book-entry transfer system described in General, Common Stock constituting
less than a full unit are transferable. Under the rules of the Japanese stock exchanges, however,
shares constituting less than a full unit do not comprise a trading unit, except in limited
circumstances, and accordingly may not be sold on the Japanese stock exchanges.
The unit share system does not affect the transferability of ADSs, which may be transferred in lots
of any size.
Sales
by the Company of shares held by shareholders whose location is unknown
The Company is not required to send a notice to a shareholder if a notice to such shareholder
fails to arrive at the registered address of the shareholder in the Companys register of
shareholders or at the address otherwise notified to the Company continuously for 5 years or more.
In addition, the Company may sell or otherwise dispose of shares of Common Stock for which the
location of the shareholder is unknown. Generally, if (i) notices to a shareholder fail to arrive
continuously for 5 years or more at the shareholders registered address in the Companys register
of shareholders or at the address otherwise notified to the Company,
and (ii) the shareholder fails
to receive dividends from Surplus on the shares of Common Stock continuously for 5 years or
more at the address registered in the Companys register of shareholders or at the address
otherwise notified to the Company,
64
the Company may sell or otherwise dispose of the shareholders
shares at the then market price of shares of Common Stock and after giving at least 3 months prior
public and individual notices, and hold or deposit the proceeds of such sale or disposal of shares
of Common Stock for such shareholder.
Reporting of substantial shareholdings
The Financial Instruments and Exchange Act of Japan and regulations thereunder require any
person, regardless of residence, who has become, beneficially and solely or jointly, a holder of
more than 5 percent of the total issued shares of capital stock of a company listed on any Japanese
stock exchange or whose shares are traded on the over-the-counter market in Japan to file with the
Director-General of a competent Local Finance Bureau of the Ministry of Finance within 5 business
days a report concerning such shareholdings.
A similar report must also be filed in respect of any subsequent change of one percent or more
in any such holding or any change in material matters set out in reports previously filed, with
certain exceptions. For this purpose, shares issuable to such person upon conversion of convertible
securities or exercise of share subscription warrants or stock acquisition rights are taken into
account in determining both the number of shares held by such holder and the issuers total issued
share capital. Any such report shall be filed with the Director-General of the competent Local
Finance Bureau of the Ministry of Finance through the Electronic Disclosure for Investors Network
(EDINET). Copies of such report must also be furnished to the issuer of such shares and all
Japanese stock exchanges on which the shares are listed.
Except for the general limitation under Japanese anti-trust and anti-monopoly regulations
against holding of shares of capital stock of a Japanese corporation which leads or may lead to a
restraint of trade or monopoly, and except for general limitations under the Companies Act or the
Companys Articles of Incorporation on the rights of shareholders applicable regardless of
residence or nationality, there is no limitation under Japanese laws and regulations applicable to
the Company or under its Articles of Incorporation on the rights of non-resident or foreign
shareholders to hold the shares of Common Stock of the Company or exercise voting rights thereon.
There is no provision in the Companys Articles of Incorporation that would have an effect of
delaying, deferring or preventing a change in control of the Company and that would operate only
with respect to merger, consolidation, acquisition or corporate restructuring involving the
Company.
C. Material contracts
None
D. Exchange controls
The Foreign Exchange and Foreign Trade Act of Japan and its related cabinet orders and
ministerial ordinances (the Foreign Exchange Regulations) govern the acquisition and holding of
shares of Common Stock of the Company by exchange non-residents and by foreign investors. The
Foreign Exchange Regulations currently in effect do not, however, affect transactions between
exchange non-residents to purchase or sell shares outside Japan using currencies other than
Japanese yen.
Exchange non-residents are:
|
|
individuals who do not reside in Japan; and |
|
|
|
corporations whose principal offices are located outside Japan. |
Generally, branches and other offices of non-resident corporations that are located within
Japan are regarded as residents of Japan. Conversely, branches and other offices of Japanese
corporations located outside Japan are regarded as exchange non-residents.
65
Foreign investors are:
|
|
individuals who are exchange non-residents; |
|
|
|
corporations that are organized under the laws of foreign countries and areas or whose
principal offices are located outside of Japan; |
|
|
|
corporations of which 50 percent or more of their shares are held by individuals who are
exchange non-residents and/or corporations (1) that are organized under the laws of foreign
countries and areas or (2) whose principal offices are located outside of Japan; or |
|
|
|
corporations a majority of whose officers, or officers having the power of representation,
are individuals who are exchange non-residents. |
In general, the acquisition of shares of a Japanese company (such as the shares of Common
Stock of the Company) by an exchange non-resident from a resident of Japan is not subject to any
prior filing requirements. In certain limited circumstances, however, the Minister of Finance may
require prior approval of an acquisition of this type.
While prior approval, as described above, is not required, in the case where a resident of Japan
transfers shares of a Japanese company (such as the shares of Common Stock of the Company) for
consideration exceeding 100 million Japanese yen to an exchange non-resident, the resident of Japan
who transfers the shares is required to report the transfer to the Minister of Finance within 20
days from the date of the transfer, unless the transfer was made through a bank, or a financial
instruments business operator registered under the Financial Instruments and Exchange Act of Japan.
If a foreign investor acquires shares of a Japanese company that is listed on a Japanese stock
exchange (such as the shares of Common Stock of the Company) or that is traded on an
over-the-counter market in Japan and, as a result of the acquisition, the foreign investor, in
combination with any existing holdings, directly or indirectly holds 10 percent or more of the
issued shares of the relevant company, the foreign investor must file a report of the acquisition
with the Minister of Finance and any other competent Ministers having jurisdiction over that
Japanese company by the 15th day of the month immediately following the month in which such
acquisition took place.
In limited circumstances, such as where the foreign investor is in a country that is not listed on
an exemption schedule in the Foreign Exchange Regulations, a prior notification of the acquisition
must be filed with the Minister of Finance and any other competent Ministers, who may then modify
or prohibit the proposed acquisition.
Under the Foreign Exchange Regulations, dividends paid on and the proceeds from sales in Japan
of shares of Common Stock of the Company held by non-residents of Japan may generally be converted
into any foreign currency and repatriated abroad. The acquisition of shares of Common Stock by
exchange non-residents by way of stock split is not subject to any of the foregoing notification or
reporting requirements.
E. Taxation
The discussion below is intended for general information only and does not constitute a complete
analysis of all tax consequences relating to the ownership of shares of Common Stock or ADSs.
Prospective purchasers of shares of Common Stock or ADSs should consult their own tax advisors
concerning the tax consequences of their particular situations.
The following is a general summary of the principal U.S. federal income and Japanese national
tax consequences of the acquisition, ownership and disposition of shares of Common Stock or ADSs.
This summary does not address any aspects of U.S. federal tax law other than income taxation, and
does not discuss any aspects of Japanese tax law other than such income taxation as limited to
national taxes and inheritance and gift taxation.
This summary also does not cover any state or local, or non-U.S. non-Japanese tax considerations.
Investors are urged to consult their tax advisors regarding the U.S. federal, state and local and
Japanese and other tax consequences of acquiring, owning and disposing of shares of Common Stock or
ADSs.
66
Also, this summary does not purport to address all the material tax consequences that may be
relevant to the holders of shares of Common Stock or ADSs, and does not take into account the
specific circumstances of any particular investors, some of which (such as tax-exempt entities,
banks, insurance companies, broker-dealers, traders in securities that elect to use a
mark-to-market method of accounting for their securities holdings, regulated investment companies,
real estate investment trusts, partnerships and other pass-through entities, investors liable for
alternative minimum tax, investors that own or are treated as owning 10 percent or more of the
Companys voting stock, investors that hold shares of Common Stock or ADSs as part of a straddle,
hedge, conversion or constructive sale transaction or other integrated transaction, and U.S.
Holders (as defined below) whose functional currency is not the U.S. dollar) may be subject to
special tax rules. This summary is based on the federal income tax laws and regulations of the
United States and tax laws of Japan, judicial decisions, published rulings and administrative
pronouncements, all as in effect on the date hereof, as well as on the current income tax
convention between the United States and Japan (the Treaty), all of which are subject to change
(possibly with retroactive effect), and/or to differing interpretations.
For purposes of this discussion, a U.S. Holder is any beneficial owner of shares of Common
Stock or ADSs that is, for U.S. federal income tax purposes:
1. |
|
an individual citizen or resident of the United States; |
|
2. |
|
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes)
organized in or under the laws of the United States, any state thereof, or the District of
Columbia; |
|
3. |
|
an estate the income of which is subject to U.S. federal income tax without regard to its
source; or |
|
4. |
|
a trust that is subject to the primary supervision of a U.S. court and the control of one or
more U.S. persons, or that has a valid election in effect under applicable Treasury
regulations to be treated as a U.S. person. |
|
|
|
An Eligible U.S. Holder is a U.S. Holder that: |
|
1. |
|
is a resident of the United States for purposes of the Treaty; |
|
2. |
|
does not maintain a permanent establishment in Japan (a) with which shares of Common Stock or
ADSs are effectively connected and through which the U.S. Holder carries on or has carried on
business and (b) of which shares of Common Stock or ADSs form part of the business property;
and |
|
3. |
|
is eligible for benefits under the Treaty, with respect to income and gain derived in connection
with shares of Common Stock or ADSs. |
In addition, this summary is based in part upon the representations of the depositary and the
assumption that each obligation in the deposit agreement for ADSs, and in any related
agreement, will be performed in accordance with its terms.
In general, for purposes of the Treaty and for U.S. federal income and Japanese national
income tax purposes, owners of ADRs evidencing ADSs will be treated as the owners of shares of
Common Stock represented by those ADSs, and exchanges of shares of Common Stock for ADSs, and
exchanges of ADSs for shares of Common Stock, will not be subject to U.S. federal income or
Japanese national income tax.
Japanese Taxation
The following is a summary of the principal Japanese tax consequences (limited to national
taxes) to non-residents of Japan or non-Japanese corporations without permanent establishments in
Japan (non-resident Holders), who are holders of shares of Common Stock and/or of ADRs evidencing
ADSs representing shares of Common Stock. Generally, a non-resident Holder is subject to Japanese
withholding tax on dividends paid by Japanese corporations, and the Company will withhold such tax
will be withheld prior to payment of dividends as required by Japanese law. Stock splits are, in
general, not a taxable event.
67
In the absence of an applicable tax treaty, convention or agreement reducing the maximum rate
of Japanese withholding tax or allowing exemption from Japanese withholding tax, the rate of
Japanese withholding tax applicable to dividends paid by Japanese corporations to non-resident
Holders is generally 20 percent, provided, with respect to dividends paid on listed shares issued
by a Japanese corporation (such as shares of Common Stock or ADSs) to non-resident Holders other
than any individual shareholder who holds 5 percent or more of the total shares issued by the
relevant Japanese corporation, the aforementioned 20 percent withholding tax rate is reduced to (i)
7 percent for dividends due and payable on or before December 31, 2011, and (ii) 15 percent for
dividends due and payable on or after January 1, 2012. As of the date of this annual report, Japan
has income tax treaties, conventions or agreements whereby the above-mentioned withholding tax rate
is reduced, in most cases to 15 percent or 10 percent for portfolio investors (15 percent under the
income tax treaties with, among other countries, Belgium, Canada, Denmark, Finland, Germany,
Ireland, Italy, Luxembourg, the Netherlands, New Zealand, Norway, Singapore, Spain, Sweden and
Switzerland and 10 percent under the income tax treaties with Australia, France, the U.K. and the
United States.)
Under the Treaty, the maximum rate of Japanese withholding tax which may be imposed on
dividends paid by a Japanese corporation to an Eligible U.S. Holder that is a portfolio investor is
generally reduced to 10 percent of the gross amount actually distributed, and dividends paid by a
Japanese corporation to an Eligible U.S. Holder that is a pension fund are exempt from Japanese
income taxation by way of withholding or otherwise unless such dividends are derived from the
carrying on of a business, directly or indirectly, by such pension fund.
If the maximum tax rate provided for in the income tax treaty applicable to dividends paid by
the Company to any particular non-resident Holder is lower than the withholding tax rate otherwise
applicable under Japanese tax law or any particular non-resident Holder is exempt from Japanese
income tax with respect to such dividends under the income tax treaty applicable to such particular
non-resident Holder, such non-resident Holder who is entitled to a reduced rate of or exemption
from Japanese withholding tax on payment of dividends on shares of Common Stock is required to
submit an Application Form for Income Tax Convention Regarding Relief from Japanese Income Tax on
Dividends (together with any other required forms and documents) in advance through the withholding
agent to the relevant tax authority before the payment of dividends. A standing proxy for
non-resident Holders of a Japanese corporation may provide this application service.
With respect to ADSs, this reduced rate or exemption is applicable if the Depositary or its
agent submits two Application Forms (one before payment of dividends and the other within 8 months
after the record date concerning such payment of dividends). To claim this reduced rate or
exemption, any relevant non-resident Holder of ADSs will be required to file a proof of taxpayer
status, residence and beneficial ownership (as applicable) and to provide other information or
documents as may be required by the Depositary.
A non-resident Holder who is entitled, under an applicable income tax treaty, to a reduced
rate which is lower than the withholding tax rate otherwise applicable under Japanese tax law or an
exemption from the withholding tax, but failed to submit the required application in advance will
be entitled to claim the refund of taxes withheld in excess of the rate under an applicable tax
treaty (if such non-resident Holder is entitled to a reduced treaty rate under the applicable
income tax treaty) or the full amount of tax withheld (if such non-resident Holder is entitled to
an exemption under the applicable income tax treaty) from the relevant Japanese tax authority, by
complying with a certain subsequent filing procedure. The Company does not assume any
responsibility to ensure withholding at the reduced rate, or exemption therefrom, for non-resident
Holders who would be so eligible under an applicable tax treaty but where the required procedures
as stated above are not followed.
Gains derived from the sale of shares of Common Stock or ADSs outside Japan by a non-resident
Holder holding such shares of Common Stock or ADSs as portfolio investors are, in general, not
subject to Japanese income tax or corporation tax. Eligible U.S. Holders are not subject to
Japanese income or corporation tax with respect to such gains under the Treaty.
Japanese inheritance and gift taxes at progressive rates may be payable by an individual who
has acquired shares of Common Stock or ADSs as a legatee, heir or donee even though neither the
individual nor the deceased nor donor is a Japanese resident.
68
Holders of shares of Common Stock or ADSs should consult their tax advisors regarding the
effect of these taxes and, in the case of U.S. Holders, the possible application of the Estate and
Gift Tax Treaty between the U.S. and Japan.
U.S. Federal Income Taxation
U.S. Holders
The following discussion is a summary of the principal U.S. federal income tax consequences to
U.S. Holders that hold those shares or ADSs as capital assets (generally, for investment
purposes).
Taxation of Dividends
Subject to the passive foreign investment company rules discussed below, under U.S. federal
income tax law, the gross amount of any distribution made by Makita in respect of shares of Common
Stock or ADSs (without reduction for Japanese withholding taxes) will constitute a taxable dividend
to the extent paid out of current or accumulated earnings and profits, as determined under U.S.
federal income tax principles.
The U.S. dollar amount of such a dividend generally will be included in the gross income of a U.S.
Holder, as ordinary income, when actually or constructively received by the U.S. Holder, in the
case of shares of Common Stock, or by the depositary, in the case of ADSs.
Dividends paid by Makita will not be eligible for the dividends received deduction generally
allowed to U.S. corporations in respect of dividends received from other U.S. corporations.
Under current law, dividends received on shares or ADSs of certain foreign corporations in
taxable years beginning before January 1, 2011 by non-corporate U.S. investors may be subject to
U.S. federal income tax at lower rates than other types of ordinary income if certain conditions
are met. Dividends received by non-corporate U.S. Holders with respect to Common Stock or ADSs are
expected to be eligible for these reduced rates of tax. U.S. Holders should consult their own tax
advisors regarding the eligibility of such dividends for a reduced rate of tax.
The U.S. dollar amount of a dividend paid in Japanese yen will be determined based on the
Japanese yen/U.S. dollar exchange rate in effect on the date that dividend is included in the
income of the U.S. Holder, regardless of whether the payment is converted into U.S. dollars on such
date. Generally, any gain or loss resulting from currency exchange fluctuations during the period
from the date the dividend payment is included in the gross income of a U.S. Holder through the
date that payment is converted into U.S. dollars (or the U.S. Holder otherwise disposed of the
Japanese yen) will be treated as U.S. source ordinary income or
loss.
U.S. Holders should consult their own tax advisors regarding the calculation and U.S. federal
income tax treatment of foreign currency gain or loss.
To the extent, if any, that the amount of any distribution received by a U.S. Holder in
respect of shares of Common Stock or ADSs exceeds Makitas current and accumulated earnings and
profits, as determined under U.S. federal income tax principles, the distribution first will be
treated as a tax-free return of capital to the extent of the U.S. Holders adjusted tax basis
in those shares or ADSs, and thereafter as U.S. source capital gain. Distributions of additional
shares of Common Stock that are made to U.S. Holders with respect to their shares of Common Stock
or ADSs and that are part of a pro rata distribution to all the Companys shareholders generally
will not be subject to U.S. federal income tax.
For U.S. foreign tax credit purposes, dividends included in gross income by a U.S. Holder in
respect of shares of Common Stock or ADSs will constitute income from sources outside the United
States, will be passive category income or general category income and will be subject to various
classifications and other limitations. Any Japanese withholding tax imposed in respect of a Company
dividend may be claimed either as a credit against the U.S. federal income tax liability of a U.S.
Holder or, if the U.S. Holder does not take a credit for any foreign taxes that year, as a
deduction from that U.S. Holders taxable income.
69
Special rules will generally apply to the calculation of foreign tax credits in respect of
dividend income that qualifies for preferential U.S. federal income tax rates. Additionally,
special rules may apply to individuals whose foreign source income during the taxable year consists
entirely of qualified passive income and whose creditable foreign taxes paid or accrued during
the taxable year do not exceed $300 ($600 in the case of a joint return).
Further, under some circumstances, a U.S. Holder that:
has held shares of Common Stock or ADSs for less than a specified minimum period, or
is obligated to make payments related to Makitas dividends,
will not be allowed a foreign tax credit for foreign taxes imposed on Makitas dividends.
The rules with respect to foreign tax credits are complex and involve the application of rules
that depend on a U.S. Holders particular circumstances, and accordingly, U.S. Holders are urged to
consult their tax advisors regarding the availability of the foreign tax credit under their
particular circumstances. The Internal Revenue Service (the IRS) has expressed concern that
parties to whom ADSs are released may be taking actions that are inconsistent with the claiming of
foreign tax credits by U.S. Holders of ADSs. Accordingly, U.S. Holders should be aware that the
discussion above regarding the creditability of Japanese withholding tax on dividends could be
affected by future actions that may be taken by the IRS.
Taxation of Capital Gains and Losses
In general, upon a sale or other taxable disposition of shares of Common Stock or ADSs, a U.S.
Holder will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the
difference between the amount realized on the sales or other taxable disposition and the U.S.
Holders adjusted tax basis in those Common Stock or ADSs. A U.S. Holder generally will have an
adjusted tax basis in a share of Common Stock or an ADS equal to its U.S. dollar cost. In general,
subject to the passive foreign investment company rules discussed below, such gain or loss
recognized on a sale or other taxable disposition of shares of Common Stock or ADSs will be capital
gain or loss and, if the U.S. Holders holding period for those shares or ADSs exceeds one year,
will be long-term capital gain or loss. Non-corporate U.S. Holders, including individuals, are
eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains.
Under U.S. federal tax law, the deduction of capital losses is subject to limitations. Any gain or
loss recognized by a U.S. Holder in respect of the sale or other taxable disposition of shares of
Common Stock or ADSs generally will be treated as derived from U.S. sources for U.S. foreign tax
credit purposes.
Deposits and withdrawals of Common Stock in exchange for ADSs will not result in the
realization of gain or loss for U.S. federal income tax purposes.
Passive Foreign Investment Companies
A non-U.S. corporation generally will be classified as a passive foreign investment company (a
PFIC) for U.S. federal income tax purposes in any taxable year in which, after applying certain
look-through rules, either (1) at least 75% of its gross income is passive income or (2) on
average, at least 50% of the gross value of its assets is attributable to assets that produce
passive income or are held for the production of passive income. Passive income for this purpose
generally includes dividends, interests, royalties, rents and gains from commodities and securities
transaction. The PFIC determination is made annually and generally is based on the value of a
non-U.S. corporations assets (including goodwill) and the composition of its income.
Based on current estimates of its income and assets, Makita does not believe that it is, for
U.S. federal income tax purposes, a PFIC and Makita intends to continue its operations in such a
manner that it is highly unlikely that it would become a PFIC in the future.
However, there can be no assurance in this regard, because the PFIC determination is made
annually and is based on the portion of Makitas assets (including goodwill) and the portion of
Makitas income that is characterized as passive under the PFIC rules.
70
If Makita becomes a PFIC, unless a U.S. Holder elects to be taxed annually on a mark-to-market
basis with respect to its shares of Common Stock or ADSs, any gain realized on a sale or other
taxable disposition of shares of Common Stock or ADSs and certain excess distributions (generally
distributions in excess of 125 percent of the average distribution over a three-year period, or, if
shorter, the holding period for the shares of Common Stock or ADSs) would be treated as realized
ratably over the U.S. Holders holding period for the shares of Common Stock or ADSs; amounts
allocated to prior years while we are a PFIC would be taxed at the highest tax rate in effect for
each such year, and an additional interest charge may apply to the portion of the U.S. federal
income tax liability on such gains or distributions treated under the PFIC rules as having been
deferred by the U.S. Holder. Amounts allocated to the year of sale or distribution and to any year
before we became a PFIC would be taxed as ordinary income in the year of sale or distribution.
Moreover, dividends that a U.S. Holder receives from us will not be eligible for the reduced U.S.
federal income tax rates described above if Makita is a PFIC either in the taxable year of the
distribution or the preceding taxable year.
If a market-to-market election were made, a U.S. Holder would take into account each year the
appreciation or depreciation in value of its shares of Common Stock or ADS, which would be treated
as ordinary income or (subject to limitations) ordinary loss, as would gains or losses on actual
dispositions of Common Stock or ADSs. U.S. Holders should consult their own tax advisors regarding
the application of the PFIC rules to the shares of Common Stock or ADSs and the availability and
advisability of making an election to avoid the adverse tax consequences of the PFIC rules should
we be considered a PFIC for any taxable year.
Non-U.S. Holders
The following discussion is a summary of the principal U.S. federal income tax consequences to
beneficial holders of shares of Common Stock or ADSs that are neither U.S. Holders nor
partnerships, nor entities taxable as partnerships, for U.S. federal income tax purposes (Non-U.S.
Holders).
A Non-U.S. Holder generally will not be subject to any U.S. federal income or withholding tax
on distributions received in respect of shares of Common Stock or ADSs unless the distributions are
effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the
United States (and, if an applicable tax treaty requires, are attributable to a U.S. permanent
establishment or fixed base of such Non-U.S. Holder).
A Non-U.S. Holder generally will not be subject to U.S. federal income tax in respect of gain
recognized on a sale or other disposition of shares of Common Stock or ADSs, unless:
(i) |
|
the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder
within the United States (and, if an applicable tax treaty requires, is attributable to a U.S.
permanent establishment or fixed base of such Non-U.S. Holder), or |
(ii) |
|
the Non-U.S. Holder is an individual who was present in the United States for 183 or more
days in the taxable year of the disposition and other conditions are met. |
Income that is effectively connected with a U.S. trade or business of a Non-U.S. Holder (and,
if an applicable income tax treaty applicable income tax treaty applies, is attributable to a U.S.
permanent establishment or a fixed base of such Non-U.S. Holder) generally will be taxed in the
same manner as the income of a U.S. Holder.
In addition, under certain circumstances, any effectively connected earnings and profits realized
by a corporate Non-U.S. Holder may be subject to additional branch profits tax at the rate of 30
percent or at a lower rate that may be prescribed by an applicable income tax treaty.
Backup Withholding and Information Reporting
In general, except in the case of certain exempt recipients (such as corporations),
information reporting requirements will apply to dividends on shares of Common Stock or ADSs paid
to U.S. Holders in the United States or through certain U.S. related financial intermediaries and
to the proceeds received upon the sale, exchange or redemption of shares of Common Stock or ADSs by
U.S. Holders within the United States or through certain U.S. related financial intermediaries.
71
Furthermore, backup withholding (currently at a rate of 28 percent) may apply to those amounts if a
U.S. Holder fails to provide an accurate taxpayer identification number, to certify that such
holder is not subject to backup withholding or to otherwise comply with the applicable requirements
of the backup withholding requirements.
Dividends paid to a Non-U.S. Holder in respect of shares of Common Stock or ADSs, and proceeds
received in the sale, exchange or redemption of shares of Common Stock or ADSs by a Non-U.S.
Holder, generally, are exempt from information reporting and backup withholding under current U.S.
federal income tax law.
However, a Non-U.S. Holder may be required to provide certification of non-U.S. status in
order to obtain that exemption. Persons required to establish their exempt status generally must
provide such certification on IRS Form W-9, entitled Request for Taxpayer Identification Number and
Certification, in the case of U.S. persons, and on IRS Form W-8BEN, entitled Certificate of Foreign
Status (or other appropriate IRS Form W-8), in the case of non-U.S. persons.
Backup withholding is not an additional tax. The amount of backup withholding imposed on a
payment may be allowed as a credit against the holders U.S. federal income tax liability provided
that the required information is properly furnished to the IRS.
THE SUMMARY OF U.S. FEDERAL INCOME AND JAPANESE TAX CONSEQUENCES SET OUT ABOVE IS INTENDED FOR
GENERAL INFORMATION PURPOSES ONLY. INVESTORS IN THE COMMON STOCK OR ADSs ARE URGED TO CONSULT WITH
THEIR OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING OR
DISPOSING OF COMMON STOCK OR ADSs, BASED ON THEIR PARTICULAR CIRCUMSTANCES.
F. Dividends and paying agents
Not applicable
G. Statement by experts
Not applicable
H. Documents on display
Makita files its annual report on Form 20-F and press releases or reports for shareholders or
investors on Form 6-K with the SEC. You may read and copy documents referred to in this annual
report on Form 20-F that have been filed with the SEC at the SECs public reference room located at
100F Street, N.E., Room 1580, Washington, D.C. 20549 or by accessing the SECs home page
(http://www.sec.gov).
I. Subsidiary Information
Not applicable
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Market Risk Exposure
Makita is exposed to various market risks, including those related to changes in foreign
exchange rates, interest rates, and prices of marketable securities and investment securities. In
order to hedge the risks of fluctuations in foreign exchange rates and interest rates, Makita uses
derivative financial instruments. Makita does not hold or use derivative financial instruments for
trading purposes.
Although the use of derivative financial instruments exposes Makita to the risk of credit-related
losses in the event of nonperformance by counterparties, Makita believes that its counterparties
are creditworthy because they are required to have a credit rating of a specified level or above,
and Makita does not expect credit-related losses, if any, to be significant.
72
Equity and Debt Securities Price Risk
Makita classified investments of debt securities for current operations as marketable
securities within current assets. Other investments are classified as investment securities as a
part of investments and other assets in the consolidated balance sheets. Makita does not hold
marketable securities and investment securities for trading purposes. The fair value of certain of
these investments exposes Makita to equity price risks.
These investments are subject to changes in the market prices of the securities.
Although pension liability increased in the current unfavorable investment environment, Makita
holds sufficient surplus funds. Therefore, Makita is satisfied that its pension plans can be
maintained.
The maturities and fair values of such marketable securities and investment securities at March 31,
2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
U.S. Dollars in thousands |
|
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair value |
|
|
|
Amount |
|
|
value |
|
|
Amount |
|
|
value |
|
|
Amount |
|
|
|
|
Due within one year |
|
|
¥ 424 |
|
|
¥ |
422 |
|
|
|
¥875 |
|
|
|
¥876 |
|
|
|
$9,409 |
|
|
|
$9,419 |
|
Due after one year to five years |
|
|
1,947 |
|
|
|
1,946 |
|
|
|
2,343 |
|
|
|
2,338 |
|
|
|
25,194 |
|
|
|
25,140 |
|
Due after five years |
|
|
1,844 |
|
|
|
1,794 |
|
|
|
1,359 |
|
|
|
1,304 |
|
|
|
14,612 |
|
|
|
14,022 |
|
Indefinite periods |
|
|
25,347 |
|
|
|
25,347 |
|
|
|
29,607 |
|
|
|
29,607 |
|
|
|
318,355 |
|
|
|
318,355 |
|
Equity securities |
|
|
11,198 |
|
|
|
11,198 |
|
|
|
14,621 |
|
|
|
14,621 |
|
|
|
157,215 |
|
|
|
157,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of marketable and
investment securities |
|
|
¥40,760 |
|
|
¥ |
40,707 |
|
|
|
¥48,805 |
|
|
¥ |
48,746 |
|
|
$ |
524,785 |
|
|
|
$524,151 |
|
Foreign Exchange Risk
Makitas international operations expose Makita to the risk of fluctuation in foreign currency
exchange rates. Makita is authorized to hedge the exposure to fluctuations in foreign currency
exchange rates within the scope of actual demand in compliance with the Exchange rate fluctuation
Risk management guideline as Makitas internal guidance to minimize the risk of exchange rate
fluctuations. Hedging activities beyond actual demand and purchases of uncovered merchandise
require the approval of the Board of Directors.
To manage this exposure, Makita enters into certain foreign exchange contracts with respect to
a part of such international operations and indebtedness.
The following table provides information about Makitas derivative financial instruments related to
foreign currency transactions as of March 31, 2009 and March 31, 2010. Figures are translated into
Japanese yen at the rates prevailing at March 31, 2009 and March 31, 2010, together with the
relevant weighted average contractual exchange rates at March 31, 2010.
73
All of the foreign exchange contracts listed in the following table has contractual maturities
in FY2009 and FY2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions, except average contractual rates |
|
|
in thousands |
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
Contract |
|
Fair |
|
|
contractual |
|
|
Contract |
|
Fair |
|
contractual |
|
|
Contract |
|
Fair |
|
|
amounts |
|
value |
|
|
rates |
|
|
amounts |
|
value |
|
rates |
|
|
amounts |
|
value |
Foreign currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$/Yen |
|
|
¥ 9,324 |
|
|
|
¥ (368 |
) |
|
|
¥ 94.31 |
|
|
|
¥ 6,866 |
|
|
|
¥ (198) |
|
|
|
¥ 90.39 |
|
|
|
$ 73,829 |
|
|
|
$ (2,130) |
|
Euro/Yen |
|
|
5,495 |
|
|
|
(397 |
) |
|
|
121.04 |
|
|
|
3,919 |
|
|
|
(67) |
|
|
|
122.87 |
|
|
|
42,140 |
|
|
|
(720) |
|
A$/Yen |
|
|
294 |
|
|
|
(20 |
) |
|
|
62.61 |
|
|
|
301 |
|
|
|
(13) |
|
|
|
81.25 |
|
|
|
3,237 |
|
|
|
(140) |
|
GBP/Yen |
|
|
105 |
|
|
|
(4 |
) |
|
|
135.39 |
|
|
|
175 |
|
|
|
(4) |
|
|
|
137.55 |
|
|
|
1,882 |
|
|
|
(43) |
|
SFR/Yen |
|
|
332 |
|
|
|
(10 |
) |
|
|
83.02 |
|
|
|
1,034 |
|
|
|
(14) |
|
|
|
86.16 |
|
|
|
11,117 |
|
|
|
(151) |
|
Can$/Yen |
|
|
155 |
|
|
|
(1 |
) |
|
|
77.66 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Euro/GBP |
|
|
1,888 |
|
|
|
4 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
US$/GBP |
|
|
17 |
|
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
US$/euro |
|
|
1,380 |
|
|
|
(44 |
) |
|
|
- |
|
|
|
2,235 |
|
|
|
20 |
|
|
|
- |
|
|
|
24,032 |
|
|
|
216 |
|
GBP/euro |
|
|
5 |
|
|
|
- |
|
|
- |
|
|
|
14 |
|
|
|
- |
|
|
|
- |
|
|
|
151 |
|
|
|
- |
|
US$/A$ |
|
|
136 |
|
|
|
(1 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
19,131 |
|
|
|
(841 |
) |
|
|
|
|
|
|
14,544 |
|
|
|
(276) |
|
|
|
- |
|
|
|
156,388 |
|
|
|
(2,968) |
|
Foreign currency swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$/Yen |
|
|
3,462 |
|
|
|
(104 |
) |
|
|
96.16 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Euro/Yen |
|
|
2,073 |
|
|
|
(217 |
) |
|
|
118.48 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
SFR/Yen |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
5,535 |
|
|
|
(321 |
) |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Options purchased to sell foreign currencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$/Yen |
|
|
188 |
|
|
|
4 |
|
|
93.91 |
|
|
|
87 |
|
|
|
- |
|
|
|
87.02 |
|
|
|
935 |
|
|
|
- |
|
Options written to buy foreign currencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$/Yen |
|
|
¥ 190 |
|
|
|
¥(11 |
) |
|
|
¥ 94.94 |
|
|
|
¥ 89 |
|
|
|
¥ (4) |
|
|
|
¥ 89.02 |
|
|
|
$ 957 |
|
|
|
$ (43) |
|
Item 12. Description of Securities Other Than Equity Securities
A. Debt Securities
Not applicable
B. Warrants and Rights
Not applicable
C. Other Securities
Not applicable
74
D. American Depositary Shares
D.3. Fees and Charges for Holders of American Depositary Receipts
The Bank of New York Mellon, as depositary for the ADSs (the Depositary) collects its fees
for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs
for the purpose of withdrawal or from intermediaries acting for them.
The Depositary may generally refuse to provide fee-attracting services until its fees for those
services are paid.
|
|
|
|
|
|
|
|
Persons depositing or withdrawing shares must pay: |
|
|
For: |
|
|
$5.00 (or less) per 100 ADSs
(or portion of 100 ADSs)
|
|
|
▪ Issuance of ADSs, including issuances
resulting from a distribution, sale or
exercise of shares or rights or other
property |
|
|
|
|
|
▪ Cancellation of ADSs for the purpose of
withdrawal including if the deposit
agreement terminates |
|
|
A fee equivalent to the fee
that would be payable if
securities distributed had
been shares and the shares
had been deposited for
issuance of ADSs
|
|
|
▪ Distribution of securities distributed to
holders of deposited securities which are
distributed by the depositary to ADS
registered holders |
|
|
Registration or transfer fees
|
|
|
▪ Registration of transfer of shares on
Makitas share register to the name of the
depositary or its nominee or the custodian
or its nominee at the time of deposit or
withdraw of shares |
|
|
Expenses of the depositary
|
|
|
▪ Cable, telex and facsimile transmissions
(when expressly provided in the deposit
agreement) |
|
|
|
|
|
▪ Converting foreign currency to US dollars |
|
|
Taxes and other governmental
charges the depositary or the
custodian have to pay on any
ADS or share underlying an
ADS
|
|
|
▪ As necessary |
|
|
D.4. Fees and Other Payments Made by the Depositary to the Company
From April 1, 2009 to March 31, 2010, no amounts were reimbursed by the Depositary to the
Company.
As part of its service to the Company, the Depositary has agreed to waive its basic fees and expenses
for the administration of the ADR program. From April 1, 2009 to March 31, 2010, such fees and expenses
waived by the Depositary totaled $132,391. Charges for any additional or special services that are
not waived are paid for by the Company.
The Depositary has agreed to pay the standard out-of-pocket maintenance costs for the ADRs,
which consist of the expenses of postage and envelopes for mailing annual and interim financial
reports, printing and distributing dividends checks, electronic filing of U.S. Federal tax
information, mailing required tax forms, stationery, postage, facsimile, and telephone calls.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None
75
Item 15. Controls and Procedures
A. Disclosure controls and procedures
Makita performed an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures as of the end of the FY2010. Disclosure controls and procedures
(as such term is defined in Rules 13-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended the Exchange Act) are designed to ensure that the material financial and non-financial
information required to be disclosed in the reports that Makita files under the Exchange Act is
accumulated and communicated to its management including the Chief Executive Officer and the Chief
Financial Officer, to allow timely decisions regarding required disclosure.
The Companys disclosure controls and procedures also ensure that the reports that it files or
submits under the Exchange Act are recorded, processed, summarized and reported within the time
periods specified in the Commissions rules and forms. The evaluation was performed under the
supervision of Makitas Chief Executive Officer and Makitas Chief Financial Officer. Makitas
disclosure, controls and procedures are designed to provide reasonable assurance of achieving its
objectives. Managerial judgment was necessary to evaluate the cost-benefit relationship of possible
controls and procedures. Its Chief Executive Officer and Chief Financial Officer have concluded
that Makitas disclosure controls and procedures are effective.
B. Managements annual report on internal control over financial reporting
Makitas management is responsible for establishing and maintaining adequate internal control
over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f)
and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision
of, the Companys principal executive and principal financial officers, or persons performing
similar functions, and effected by the Companys board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that
(1) |
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of the Company; |
|
(2) |
|
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and |
|
(3) |
|
provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect on
the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Makitas management evaluated the effectiveness of internal control over financial reporting as of
March 31, 2010. In making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework
(the COSO criteria).
Based on its assessment, management concluded that, as of March 31, 2010, Makitas internal
control over financial reporting was effective based on the COSO criteria.
KPMG
AZSA&Co. (now known as KPMG AZSA LLC), an independent registered public accounting firm that audited the consolidated
financial statements included in this report, has also audited the effectiveness of Makitas
internal control over financial reporting as of March 31, 2010, as stated in this report included
herein.
76
C. Attestation report of the registered public accounting firm
Makitas
independent registered public accounting firm, KPMG AZSA LLC has issued an audit
report on internal control over financial reporting, which is included herein.
D. Changes in internal control over financial reporting
Not applicable
77
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
of Makita Corporation:
We have audited Makita Corporations internal control over financial reporting as of March 31,
2010, based on criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Makita Corporations
management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in
the accompanying Managements annual report on internal control over financial reporting. Our
responsibility is to express an opinion on Makita Corporations internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Makita Corporation maintained, in all material respects, effective internal control
over financial reporting as of March 31, 2010, based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Makita Corporation and subsidiaries as of
March 31, 2009 and 2010, and the related consolidated statements of income, changes in equity and
comprehensive income (loss), and cash flows for each of the years in the three-year period ended
March 31, 2010, and our report dated July 7, 2010 expressed an unqualified opinion on those
consolidated financial statements.
KPMG AZSA LLC
Tokyo, Japan
July 7, 2010
78
Item 16A. Audit Committee Financial Expert
Makitas Board of Directors has determined that Mr. Masafumi Nakamura is qualified as an
audit committee financial expert as defined by the rules of the SEC. Mr. Nakamura is independent,
as that term is defined in the listing standards of NASDAQ applicable to the Company. The Company
has designated Messrs. Haruhito Hisatsune, Masafumi Nakamura and Michiyuki Kondo, Statutory
Auditors, as the Independent Statutory Auditors as required by the regulations of the Tokyo Stock
Exchange, Inc. and the Nagoya Stock Exchange, Inc. and made required notification therefore to
these Stock Exchange.
Mr. Masafumi Nakamura, Statutory Auditor, is a certified public accountant and has a substantial
amount of expertise in finance and accounting.
Item 16B. Code of Ethics
On May 20, 2003, Makita adopted a code of ethics. On March 17, 2004, Makita amended the code
of ethics to: (i) ensure the protection of individuals who report questionable behavior to Makitas
board of statutory auditors and (ii) clarify that waivers to its code of ethics for employees must
be requested in writing to the board of statutory auditors and for executive officers, directors
and statutory auditors can only be granted by the board of directors, only if truly necessary and
warranted, and must be promptly disclosed to shareholders. Makitas code of ethics is publicly
available on Makitas web site at www.makita.biz/company/governance01.html. If Makita
makes any substantive amendments to the code of ethics or grant any waivers, including any implicit
waiver, from a provision of this code to the directors and executive officers, including the
principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, Makita will disclose the nature of such
amendment or waiver on the Companys website.
Item 16C. Principal Accountant Fees and Services
KPMG
AZSA & Co. (now known as KPMG AZSA LLC) has served as Makitas independent public accountant for each of the financial
years in the three-year period ended March 31, 2010, for which audited financial statements appear
in this annual report on Form 20-F.
The following table presents the aggregate fees for professional services and other services
rendered by KPMG AZSA & Co. (now known as KPMG AZSA LLC) and the various member firms of KPMG International, a Swiss
Cooperative, to Makita in FY2009 and FY2010:
|
|
|
|
|
|
|
|
|
|
|
Fiscal year/Yen in millions |
|
|
FY2009 |
|
FY2010 |
Audit Fees (1)
|
|
¥ |
743 |
|
|
¥ 646 (5)
|
Audit-related Fees (2)
|
|
|
3 |
|
|
|
4 |
|
Tax Fees (3)
|
|
|
139 |
|
|
|
149 |
|
All Other Fees(4)
|
|
|
- |
|
|
|
-
|
|
|
|
|
|
|
Total
|
|
¥ |
885 |
|
|
¥ |
799 |
|
|
|
|
|
|
Note:
(1) |
|
Audit Fees consist of fees billed for the professional services rendered by the Independent
Registered Public Accounting Firm for the audit of Makitas annual or interim financial
statements and services that are normally provided by the Independent Registered Public
Accounting Firm in connection with statutory and regulatory filings or engagement. |
|
(2) |
|
Audit-related Fees consist of fees billed for assurance and related services by the Independent
Registered Public Accounting Firm that are reasonably related to employee benefit plan audits,
and consultation concerning financial accounting and reporting standards. |
|
(3) |
|
Tax Fees include fees billed for the professional services rendered by the Independent
Registered Public Accounting Firm for tax compliance and transfer pricing documentation. |
(4) |
|
All Other Fees comprise fees for all other services not included in any of other categories
noted above.
|
|
(5) |
|
Audit Fees in FY2010 are subject to change. |
79
|
|
Policy on Pre-Approval of Audit and Non-Audit Services of Independent Registered Public
Accounting Firm |
The Board of Statutory Auditors of Makita Corporation, consisting of four members, including
three outside corporate auditors, is responsible for the oversight of its Independent Registered
Public Accounting Firms work. The Board of Statutory Auditors has established Audit and Non-Audit
Services Pre-approval Policies and Procedures, effective as of August 7, 2003. The policies and
procedures stipulate three means by which audit and non-audit services may be preapproved,
depending on the content of and the fee for the services.
Under the United States Sarbanes-Oxley Act of 2002 (the Act), the Board of Statutory
Auditors is required to preapprove all audit and non-audit services to be provided by the
Independent Registered Public Accounting Firm to the Company in order to assure that they do not
impair their independence from the Company. To implement these provisions of the Act, the US
Securities and Exchange Commission has issued rules specifying the types of services that an
Independent Registered Public Accounting Firm may not provide to its audit client, as well as the
Board of Statutory Auditors administration of the engagement of the Independent Registered Public
Accounting Firm.
Accordingly, the Board of Statutory Auditors has adopted this Audit and Non-Audit Services
Pre-approval Policies and Procedures, which sets forth the policies, procedures and the conditions
for which such services proposed to be performed by the Independent Registered Public Accounting
Firm may be pre-approved. Under this policy, the Board of Statutory Auditors authorizes general
pre-approval of all such services, including Audit Services, Audit-related Services, Tax Services
and All other Services. Under General Pre-approval protocol, the pre-approved services do not
require specific pre-approval from the Board of Statutory Auditors or its delegated member on a
case-by-case basis.
The term of any general pre-approval is 12 months from the date of pre-approval, unless the
Board of Statutory Auditors considers a different period and states otherwise in the relevant
appendix. The Board of Statutory Auditors will annually review this policy, including the services
that may be provided by the Independent Registered Public Accounting Firm without obtaining
specific pre-approval from the Board of Statutory Auditors, and make any necessary or appropriate
changes to this policy. This policy is designed (1) to be detailed as to the particular services to
be provided by the independent auditor, (2) to ensure that the Board of Statutory Auditors is
informed of each service provided by the independent auditor and (3) to ensure that the policies
and procedures set forth herein do not include delegation of the Board of Statutory Auditors
responsibilities under the US Securities Exchange Act of 1934 to management. Nothing in this policy
shall be interpreted to be a delegation of the Board of Statutory Auditors responsibilities under
the Securities Exchange Act of 1934 to management of the Company.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Makita does not have an audit committee and is relying on the general exemption contained in
Rule 10A-3(c)(3) under the Exchange Act, which provides and exemption from NASDAQs listing
standards relating to audit committees for foreign companies such as Makita, that has a board of
corporate auditors. Makitas reliance on Rule 10A-3(c)(3) does not, in its opinion, materially
adversely affect the ability of its board of corporate auditors to act independently and to satisfy
the other requirements of Rule 10A-3.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets out all repurchases of common stock of the Company by the Company
during FY2010. The Company did not resolve any repurchase mid to long term or continuous plan or
program by the board of directors or Annual General Meeting of Shareholders. Therefore, there is no
publicly announced mid to long term plan or program regarding repurchase of its own stock.
80
When the board of directors decides, in light of the stock price and dividend rate, it is the
appropriate time to repurchase its own stock and retire treasury stock, the Company executes the repurchase and retirement of treasury stock.
Another reason for repurchases of common stock in response to the purchase requests of holders of
shares of common stock constituting less than one full unit in accordance with the provisions of
the Share Handling Regulations of the Company.
In FY2010, no shares were repurchased and retired by resolution of the Board. The following
table sets forth the number of shares to be purchased by the Company for fractions of trading units
of Common Stock in the market.
|
|
|
|
|
|
|
|
|
|
|
Total number of shares |
|
Average price paid |
Period |
|
purchased (Shares) |
|
per share (Yen) |
April 2009 |
|
|
334 |
|
|
|
2,301 |
|
May 2009 |
|
|
546 |
|
|
|
2,258 |
|
June 2009 |
|
|
419 |
|
|
|
2,308 |
|
July 2009 |
|
|
552 |
|
|
|
2,224 |
|
August 2009 |
|
|
164 |
|
|
|
2,522 |
|
September 2009 |
|
|
207 |
|
|
|
2,787 |
|
October 2009 |
|
|
312 |
|
|
|
2,962 |
|
November 2009 |
|
|
27 |
|
|
|
3,050 |
|
December 2009 |
|
|
104 |
|
|
|
3,220 |
|
January 2010 |
|
|
227 |
|
|
|
3,229 |
|
February 2010 |
|
|
384 |
|
|
|
3,006 |
|
March 2010 |
|
|
437 |
|
|
|
2,947 |
|
|
|
|
|
|
|
|
|
|
Total number of
shares purchased
and average price
paid per share |
|
|
3,713 |
|
|
|
2,613 |
|
Item 16G. Corporate Governance
1. |
|
Independent Directors: The Market Rule 4350(c)(1) by the National Association of Securities
Dealers Automated Quotations (the NASDAQ) requires a majority of the Companys board of
directors to be comprised of independent directors, and 4350(c)(2) requires periodical
executive sessions held by these independent directors.
Unlike the NASDAQ rules on corporate governance (the NASDAQ Rules), the Companies Act of Japan
and related legislation (collectively, the Japanese Company Law) sets forth the legal concept
of Outside directors. Under the Japanese Company Law, an outside director is defined as a
director (i) who is not a director of the company or any of its subsidiaries engaged in the
business operations of the company or such subsidiary, as the case may be, or an executive
officer or a company manager or other employee of the company or any of its subsidiaries, and
(ii) who has never been a director of the company or any of its subsidiaries engaged in the
business operations of the company or such subsidiary, as the case may be, or an executive
officer or a company manager or other employee of the company or any of its subsidiaries. Under
Japanese law, a directors status as an outside director is unaffected by the directors
compensation, his or her affiliation with business partners, or the boards affirmative
determination of independence. |
|
|
|
On the other hand, under Japanese law, a director who has had a career as a director
responsible for the execution of business operations, executive officer, or other employee of the
company or its subsidiaries is by definition not an outside director. |
|
|
|
Further, the Japanese Company Law does not require Japanese companies with boards of
statutory auditors such as the Company to have any independent directors on its board of
directors. Although it is not required under the Japanese Company Law, the Company currently has
an outside director. |
81
|
|
In addition, pursuant to recent amendments to the regulations of the Japanese stock exchanges
on which shares of Common Stock of the Company are listed, the Company is required to have at
least one independent director and one independent statutory auditor, defined respectively as an
outside director unlikely to have a conflict of interest with shareholders of the Company and an
outside statutory auditor unlikely to have a conflict of interest with shareholders of the
Company.
Each of the outside directors of the Company satisfies the requirements of an independent director
and each of the outside statutory auditors of the Company satisfies the requirements of an
independent statutory auditor under these regulations. |
2. |
|
Compensation of Officers: NASDAQ Rule 4350(c)(3) requires that compensation of the chief
executive officer or all other executive officers of the company must be determined, or
recommended to the board for determination, either by (i) a majority of the independent
directors, or (ii) a compensation committee comprised solely of independent directors. |
|
|
|
Under the Japanese Company Law, in the case of a company which has elected to structure its
corporate governance system as a company with board of statutory auditors like the Company, there
is no statutory position exactly the same as the chief executive officer or other executive
officers. Under the Japanese Company Law, the most similar executive position of the chief
executive officer is a representative director, who is authorized to represent the company by
virtue of law. Under the Japanese Company Law and the Companys Articles of Incorporation, the
aggregate compensation of directors including representative directors must be approved by the
Companys shareholders at a general meeting of shareholders. If an executive officer concurrently
assumes office as director, compensation of such executive officer is subject to the
shareholders approval as mentioned above. |
|
3. |
|
Nomination Committee and Nomination Committee Charter: NASDAQ Rule 4350(c)(4)(A) requires
that director nominees must either be selected, or recommended for boards selection, either
by (i) a majority of the independent directors, or (ii) a nomination committee comprised
solely of independent directors, and NASDAQ Rule 4350(c)(4)(B) requires that the Company must
certify that it has adopted a formal written charter or board resolution, addressing the
nominations process and required matters. |
|
|
|
However, under the Japanese Company Law, a company which has elected to structure its
corporate governance system as a company with board of statutory auditors like the Company, there
are no such requirements or any other similar requirements in the nomination of directors.
Consistent with the Japanese Company Law and generally accepted business practices in Japan,
directors are elected by shareholders at a general meeting of shareholders upon nomination by the
then board of directors. |
|
4. |
|
Audit Committee and Audit Committee Charter: NASDAQ Rule 4350(d)(2)(A) requires the Company
to have, and certify that it has and will continue to have, an audit committee of at least
three members, each of whom must (i) be independent, (ii) not have participated in the
preparation of the financial statements of the company or any current subsidiary of the
company at any time during the past three years and (iii) be able to read and understand
fundamental financial statements. NASDAQ Rule 4350(d)(1) also requires the Company to adopt a
formal written committee charter. |
|
|
|
In addition, at least one member of an audit committee needs to have a professional
background in finance or accounting.
In compliance with the Japanese Company Law, the Company has elected to structure its corporate
governance system as a company with board of statutory auditors. The statutory auditors
constitute the Companys board of statutory auditors which has a formal written charter.
Accordingly, the Company is not required to have and does not have an audit committee. The
Company is relying on paragraph (c)(3) of Rule 10A-3 of the Securities Exchange Act of 1934, as
amended, which provides a general exemption from the audit committee requirements to a foreign
private issuer with a board of statutory auditors, subject to certain requirements which continue
to be applicable under Rule 10A-3. Generally for purposes of complying with NASDAQ Rules, the
Company has interpreted the term audit committee appearing within NASDAQ Rules to mean the
Companys board of statutory auditors, as appropriate. |
82
|
|
Under the Japanese Company Law, statutory auditors are not required to be certified public
accountants. Statutory auditors have the statutory duty to examine the Companys consolidated and
non consolidated financial statements and the business reports which are made available by the
board of directors for reporting or approval purposes at the general meetings of shareholders
and, based on such examination, to report their opinions to shareholders. They also have the
statutory duty to supervise the administration by the board members of the Companys affairs.
Statutory auditors are obligated to attend the meetings of the board of directors but are not
entitled to vote. |
|
|
|
Under the Japanese Company Law, the board of statutory auditors has a statutory duty to
prepare and submit its audit report to the board of directors each year. |
|
|
|
A statutory auditor may note an opinion in the audit report if his or her opinion differs
from the opinion expressed in the audit report. The board of statutory auditors is empowered
to establish audit principles, the method of examination by statutory auditors of a companys
affairs and financial position, and other matters concerning the performance of the duties of
statutory auditors. Under the Japanese Company Law, boards of statutory auditors consist
solely of statutory auditors and statutory auditors may not be directors of the company.
Accordingly, no member of the board of statutory auditors is an outside director. |
|
|
|
Unlike the NASDAQ Rules, under the Japanese Company Law, at least half of the statutory
auditors of the Company must be persons who have not been a director, accounting counselor,
executive officer, company manager, or any other employee of the Company or any of its
subsidiaries at any time prior to their election as statutory auditors. Statutory auditors may
not at the same time be directors, company managers, or any other employees of the Company or any
of its subsidiaries, or accounting counselors or executive officers of any of the Companys
subsidiaries. |
|
5. |
|
Quorum: NASDAQ Rule 4350(f) requires each issuer to provide for a quorum as specified in its
by-laws for any meeting of the holders of common stock, which shall in no case be less than 33
1/3 percent of the outstanding shares of a companys common voting stock. |
|
|
|
Consistent with the Japanese Company Law and generally accepted business practices in Japan,
the Companys Articles of Incorporation provide that except as otherwise provided by law or by
the Articles of Incorporation, a resolution can be adopted at a general meeting of shareholders
by a majority of votes of all the shareholders represented at the meeting with no quorum
requirement.
The Japanese Company Law and the Companys Articles of Incorporation provide, however, that the
quorum for the election of directors and statutory auditors shall be one-third of the total
number of voting rights of all the shareholders. The Japanese Company Law and the Companys
Articles of Incorporation also provide that in order to amend the Companys Articles of
Incorporation and in certain other significant transactions specified in the Japanese Company
Law, the quorum shall be one-third of the total number of voting rights of all the shareholders
and the approval by at least two-thirds of the voting rights of all the shareholders represented
at the meeting is required. |
|
6. |
|
Conflicts of Interest: NASDAQ Rule 4350(h) requires that each issuer conduct an appropriate
review of all related party transactions for potential conflict of interest situations on an
ongoing basis and that all such transactions be approved by the companys audit committee or
another independent body of the board of directors. |
|
|
|
Unlike the NASDAQ Rules, the Japanese Company Law requires the full board of directors to
approve (1) all transactions that a director, on his or her own behalf or on behalf of a third
party, enters into with the Company, (2) guarantees by the Company of obligations of a director
and (3) all transactions with any person other than directors with respect to which there is a
conflict of interest between the Company and any director. In addition, under the Japanese
Company Law, no director may vote on a resolution at a meeting of the board of directors if that
director has a special interest in that resolution, including, but not limited to, resolutions
with respect to transactions with the Company referred to in the immediately preceding sentence. |
83
|
|
Under the Japanese Company Law, the quorum for meetings of the board of directors of the
Company is a majority of all directors then in office and the approval of a majority of all
directors present at the meeting is required. The number of directors who are not entitled to
vote at a meeting by having a special interest in the subject resolution shall be excluded from
the number of directors then in office and present at the meeting for such purpose. |
|
|
|
The Japanese Company Law does not require related party transactions other than those with
directors referred to above to be approved by the board of directors or any independent body at
or outside of the Company. |
|
7. |
|
Shareholder Approval: NASDAQ Rule 4350(i) requires each issuer to obtain shareholder approval
prior to the issuance of securities under certain circumstances. |
|
|
|
However, under the Japanese Company Law, regardless of the purpose of the issuance,
shareholder approval is required only in the cases of issuance of shares at a specially
favorable price or of stock acquisition rights or bonds with stock acquisition rights under
specially favorable price or specially favorable exercise conditions, except where such shares,
stock acquisition rights or bonds with stock acquisition rights are granted to all of its
shareholders on a pro rata basis. |
|
|
|
Such shareholder approval must be obtained by a special resolution of a general meeting
of shareholders, where the quorum is one-third of the total number of voting rights and the
approval of at least two-thirds of the voting rights represented at the meeting is required.
Accordingly, so far as the issue price or exercise conditions are not specially favorable,
shareholder approval is not required under the Japanese Company Law for the matters specified in
NASDAQ Rule 4350(i). The Companys practices taken in connection with such matters are
consistent with the Japanese Company Law. |
|
8. |
|
Solicitation of Proxies: NASDAQ Rule 4350(i) requires each issuer to solicit proxies and
provide proxy statement for all meetings of shareholders and provide copies of such proxy
solicitation to NASDAQ.
However, under the Japanese Company Law, the Company is required to send ballots to all
shareholders meeting. |
|
|
|
Although the Company may choose to solicit proxies from all shareholders with voting rights
instead of voting by ballot, the Company, in common with the majority of public companies in
Japan, provides its shareholders with the opportunity to vote directly by ballot. |
84
PART III
Item 17. Financial Statements
We have responded to Item 18 in lieu of responding to this Item.
Item 18. Financial Statements
The following financial statements are filed as part of this annual report on Form 20-F.
Item 19. Exhibits
12.1 |
|
302 Certification of Chief Executive Officer, President and Representative Director |
|
12.2 |
|
302 Certification of Chief Financial Officer, Director and General Manager of Administration
Headquarters |
|
13.1 |
|
906 Certification of Chief Executive Officer and Chief Financial Officer |
85
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and
that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
|
|
|
|
|
|
MAKITA CORPORATION
|
|
|
By: |
/s/ Masahiko Goto
|
|
|
Name: |
Masahiko Goto |
|
|
Title: |
President,
Representative Director and
Chief Executive Officer |
|
|
Date: July 7, 2010
86
Makita Corporation and Subsidiaries
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
|
|
|
|
|
Page |
|
|
|
|
|
F-2 |
|
|
|
|
|
F-3 |
|
|
|
|
|
F-5 |
|
|
|
|
|
F-6 |
|
|
|
|
|
F-7 |
|
|
|
|
|
F-8 |
|
|
|
(Financial Statements of 50% or less owned persons accounted for by the equity method have been
omitted because they are not applicable.) |
|
|
|
Schedules: |
|
|
|
|
F-42 |
(All schedules not listed above have been omitted because they are not applicable, or are not
required, or the information has been otherwise supplied in the consolidated financial statements.)
F-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
of Makita Corporation:
We have audited the accompanying consolidated balance sheets of Makita Corporation (a Japanese
corporation) and subsidiaries as of March 31, 2009 and 2010, and the related consolidated
statements of income, changes in equity and comprehensive income (loss), and cash flows for each of
the years in the three-year period ended March 31, 2010. In connection with our audits of the
consolidated financial statements, we also have audited the financial statement schedule of
valuation and qualifying accounts and reserves for the years ended March 31, 2008, 2009 and 2010.
These consolidated financial statements and financial statement schedule are the responsibility of
the Companys management. Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Makita Corporation and subsidiaries as of March 31,
2009 and 2010, and the results of their operations and their cash flows for each of the years in
the three-year period ended March 31, 2010, in conformity with U.S. generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
As discussed in Note 3(t) to the consolidated financial statements on April 1, 2009, the Company
retrospectively adopted the presentation and disclosure requirements for noncontrolling interest in
consolidated financial statements as codified in FASB ASC Subtopic 810-10, Consolidation-Overall.
The accompanying consolidated financial statements as of and for the year ended March 31, 2010 have
been translated into United states dollars solely for the convenience of the reader. We have
audited the translation and, in our opinion, the consolidated financial statements, expressed in
yen, have been translated into dollars on the basis set forth in Note 4 in the consolidated
financial statements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Makita Corporations internal control over financial reporting as of March
31, 2010, based on criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated July
7, 2010 expressed an unqualified opinion on the effectiveness of the Makita Corporations internal
control over financial reporting.
KPMG AZSA LLC
Tokyo, Japan
July 7, 2010
F-2
MAKITA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2009 AND 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
in thousands |
ASSETS |
|
2009 |
|
2010 |
|
2010 |
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
¥ 34,215 |
|
|
|
¥ 62,290 |
|
|
|
$ 669,785 |
|
Time deposits |
|
|
2,623 |
|
|
|
8,383 |
|
|
|
90,140 |
|
Short-term investments |
|
|
29,470 |
|
|
|
33,639 |
|
|
|
361,710 |
|
Trade receivables- Notes |
|
|
2,611 |
|
|
|
2,214 |
|
|
|
23,806 |
|
- Accounts |
|
|
43,078 |
|
|
|
43,680 |
|
|
|
469,677 |
|
Less- Allowance for doubtful receivables |
|
|
(1,129) |
|
|
|
(1,010) |
|
|
|
(10,860) |
|
Inventories |
|
|
111,002 |
|
|
|
88,811 |
|
|
|
954,957 |
|
Deferred income taxes |
|
|
7,264 |
|
|
|
6,434 |
|
|
|
69,183 |
|
Prepaid expenses and other current assets |
|
|
11,269 |
|
|
|
9,356 |
|
|
|
100,602 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
240,403 |
|
|
|
253,797 |
|
|
|
2,729,000 |
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, AT COST: |
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
|
18,173 |
|
|
|
19,050 |
|
|
|
204,839 |
|
Building and improvements |
|
|
65,223 |
|
|
|
70,668 |
|
|
|
759,871 |
|
Machinery and equipment |
|
|
74,458 |
|
|
|
74,652 |
|
|
|
802,709 |
|
Construction in progress |
|
|
4,516 |
|
|
|
2,257 |
|
|
|
24,269 |
|
|
|
|
|
|
|
|
Sub total |
|
|
162,370 |
|
|
|
166,627 |
|
|
|
1,791,688 |
|
Less- Accumulated depreciation |
|
|
(89,674) |
|
|
|
(93,427) |
|
|
|
(1,004,591) |
|
|
|
|
|
|
|
|
Total net property, plant and equipment |
|
|
72,696 |
|
|
|
73,200 |
|
|
|
787,097 |
|
|
|
|
|
|
|
|
INVESTMENT AND OTHER ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
11,290 |
|
|
|
15,166 |
|
|
|
163,075 |
|
Goodwill |
|
|
1,987 |
|
|
|
721 |
|
|
|
7,753 |
|
Other intangible assets, net |
|
|
2,280 |
|
|
|
4,664 |
|
|
|
50,151 |
|
Deferred income taxes |
|
|
5,050 |
|
|
|
1,611 |
|
|
|
17,323 |
|
Other assets |
|
|
2,938 |
|
|
|
680 |
|
|
|
7,311 |
|
|
|
|
|
|
|
|
Total investments and Other assets |
|
|
23,545 |
|
|
|
22,842 |
|
|
|
245,613 |
|
|
|
|
|
|
|
|
Total assets |
|
|
¥ 336,644 |
|
|
|
¥ 349,839 |
|
|
|
$ 3,761,710 |
|
|
|
|
|
|
|
|
F-3
MAKITA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, CONTINUED
AS OF MARCH 31, 2009 AND 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
in thousands |
LIABILITIES |
|
2009 |
|
2010 |
|
2010 |
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings |
|
|
¥ 239 |
|
|
|
¥ 385 |
|
|
$ |
4,140 |
|
Trade notes and accounts payable |
|
|
14,820 |
|
|
|
18,359 |
|
|
|
197,409 |
|
Other payables |
|
|
4,397 |
|
|
|
5,089 |
|
|
|
54,720 |
|
Accrued expenses |
|
|
5,642 |
|
|
|
4,694 |
|
|
|
50,473 |
|
Accrued payroll |
|
|
7,361 |
|
|
|
6,835 |
|
|
|
73,495 |
|
Income taxes payable |
|
|
2,772 |
|
|
|
1,722 |
|
|
|
18,516 |
|
Deferred income taxes |
|
|
50 |
|
|
|
40 |
|
|
|
430 |
|
Other liabilities |
|
|
5,536 |
|
|
|
5,337 |
|
|
|
57,387 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
40,817 |
|
|
|
42,461 |
|
|
|
456,570 |
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term indebtedness |
|
|
818 |
|
|
|
544 |
|
|
|
5,849 |
|
Accrued retirement and termination benefits |
|
|
7,116 |
|
|
|
3,778 |
|
|
|
40,624 |
|
Deferred income taxes |
|
|
548 |
|
|
|
677 |
|
|
|
7,280 |
|
Other liabilities |
|
|
1,599 |
|
|
|
2,706 |
|
|
|
29,097 |
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
10,081 |
|
|
|
7,705 |
|
|
|
82,850 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
50,898 |
|
|
|
50,166 |
|
|
|
539,420 |
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENT LIABILITIES (Note 15) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
MAKITA CORPORATION SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, authorized - 496,000,000 shares |
|
|
|
|
|
|
|
|
|
|
|
|
Issued and outstanding- 140,008,760 and 137,764,005
shares, respectively in 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Issued and outstanding- 140,008,760 and 137,760,402
shares, respectively in 2010 |
|
|
23,805 |
|
|
|
23,805 |
|
|
|
255,968 |
|
Additional paid-in capital |
|
|
45,420 |
|
|
|
45,420 |
|
|
|
488,387 |
|
Legal reserve |
|
|
5,669 |
|
|
|
5,669 |
|
|
|
60,957 |
|
Retained earnings |
|
|
257,487 |
|
|
|
270,790 |
|
|
|
2,911,720 |
|
Accumulated other comprehensive loss |
|
|
(42,461) |
|
|
|
(42,032) |
|
|
|
(451,957) |
|
Treasury stock, at cost 2,244,755 shares in 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
2,248,358 shares in 2010 |
|
|
(6,435) |
|
|
|
(6,445) |
|
|
|
(69,301) |
|
|
|
|
|
|
|
|
Total Makita Corporation shareholders equity |
|
|
283,485 |
|
|
|
297,207 |
|
|
|
3,195,774 |
|
|
|
|
|
|
|
|
NONCONTROLLING INTEREST |
|
|
2,261 |
|
|
|
2,466 |
|
|
|
26,516 |
|
|
|
|
|
|
|
|
Total equity |
|
|
285,746 |
|
|
|
299,673 |
|
|
|
3,222,290 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
¥ 336,644 |
|
|
|
¥ 349,839 |
|
|
$ |
3,761,710 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-4
MAKITA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED MARCH 31, 2008, 2009 AND 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
in thousands |
|
|
2008 |
|
2009 |
|
2010 |
|
2010 |
NET SALES |
|
|
¥ 342,577 |
|
|
|
¥ 294,034 |
|
|
|
¥ 245,823 |
|
|
|
$ 2,643,258 |
|
Cost of sales |
|
|
199,220 |
|
|
|
170,894 |
|
|
|
149,938 |
|
|
|
1,612,236 |
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
143,357 |
|
|
|
123,140 |
|
|
|
95,885 |
|
|
|
1,031,022 |
|
Selling, general and administrative expenses |
|
|
76,326 |
|
|
|
73,065 |
|
|
|
65,495 |
|
|
|
704,248 |
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
|
67,031 |
|
|
|
50,075 |
|
|
|
30,390 |
|
|
|
326,774 |
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and divided income |
|
|
2,092 |
|
|
|
1,562 |
|
|
|
881 |
|
|
|
9,473 |
|
Interest expense |
|
|
(269) |
|
|
|
(236) |
|
|
|
(71) |
|
|
|
(763) |
|
Exchange gains (losses) on foreign currency transactions, net |
|
|
(1,233) |
|
|
|
(3,408) |
|
|
|
2,044 |
|
|
|
21,979 |
|
Realized gains (losses) on securities, net |
|
|
(1,384) |
|
|
|
(3,548) |
|
|
|
274 |
|
|
|
2,946 |
|
Other, net |
|
|
- |
|
|
|
(2) |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
(794) |
|
|
|
(5,632) |
|
|
|
3,128 |
|
|
|
33,635 |
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES |
|
|
66,237 |
|
|
|
44,443 |
|
|
|
33,518 |
|
|
|
360,409 |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes: Current |
|
|
19,148 |
|
|
|
11,277 |
|
|
|
8,760 |
|
|
|
94,194 |
|
: Deferred |
|
|
580 |
|
|
|
(546) |
|
|
|
2,192 |
|
|
|
23,570 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
19,728 |
|
|
|
10,731 |
|
|
|
10,952 |
|
|
|
117,764 |
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
|
46,509 |
|
|
|
33,712 |
|
|
|
22,566 |
|
|
|
242,645 |
|
Less: Net income attributable to the noncontrolling interest |
|
|
(466) |
|
|
|
(426) |
|
|
|
(308) |
|
|
|
(3,312) |
|
|
|
|
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO MAKITA
CORPORATION |
|
|
¥ 46,043 |
|
|
|
¥33,286 |
|
|
|
¥22,258 |
|
|
|
$239,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
U.S. Dollars |
|
|
2008 |
|
2009 |
|
2010 |
|
2010 |
PER SHARE OF COMMON STOCK AND ADS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earning per share: Basic |
|
|
¥ 320.3 |
|
|
|
¥ 236.9 |
|
|
|
¥ 161.6 |
|
|
|
$ 1.74 |
|
Cash dividends per share paid for the year |
|
|
85.0 |
|
|
|
97.0 |
|
|
|
65.0 |
|
|
|
0.70 |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
MAKITA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED MATCH 31, 2008, 2009 AND 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Makita Corporation shareholders equity |
|
|
|
|
|
|
|
|
|
Comprehensive income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
attributable to |
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
attributable |
|
|
the |
|
|
|
|
|
|
Common |
|
|
paid-in |
|
|
Legal |
|
|
Retained |
|
|
comprehensive |
|
|
Treasury |
|
|
controlling |
|
|
|
|
|
|
to Makita |
|
|
non-controlling |
|
|
|
|
|
|
stock |
|
|
capital |
|
|
reserve |
|
|
earnings |
|
|
income (loss) |
|
|
stock |
|
|
interest |
|
|
Total |
|
|
Corporation |
|
|
interest |
|
|
Total |
|
|
|
Yen (millions) |
|
|
|
|
Balance as of
April 1, 2007 |
|
|
23,805 |
|
|
|
45,437 |
|
|
|
5,669 |
|
|
|
215,365 |
|
|
|
12,697 |
|
|
|
(298) |
|
|
|
2,135 |
|
|
|
304,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of
treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51) |
|
|
|
|
|
|
|
(51) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposal of
treasury stock |
|
|
|
|
|
|
316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86 |
|
|
|
|
|
|
|
402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,217) |
|
|
|
|
|
|
|
|
|
|
|
(698) |
|
|
|
(12,915) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital transactions and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
588 |
|
|
|
588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,043 |
|
|
|
|
|
|
|
|
|
|
|
466 |
|
|
|
46,509 |
|
|
|
46,043 |
|
|
|
466 |
|
|
|
46,509 |
|
Foreign currency
translation
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,274) |
|
|
|
|
|
|
|
25 |
|
|
|
(10,249) |
|
|
|
(10,274) |
|
|
|
25 |
|
|
|
(10,249) |
|
Unrealized holding
losses on
available-for-
sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,395) |
|
|
|
|
|
|
|
|
|
|
|
(6,395) |
|
|
|
(6,395) |
|
|
|
|
|
|
|
(6,395) |
|
Pension liability
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,685) |
|
|
|
|
|
|
|
|
|
|
|
(3,685) |
|
|
|
(3,685) |
|
|
|
|
|
|
|
(3,685) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,689 |
|
|
|
491 |
|
|
|
26,180 |
|
|
|
|
|
|
Balance as of
March 31, 2008 |
|
|
23,805 |
|
|
|
45,753 |
|
|
|
5,669 |
|
|
|
249,191 |
|
|
|
(7,657) |
|
|
|
(263) |
|
|
|
2,516 |
|
|
|
319,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of
treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,655) |
|
|
|
|
|
|
|
(17,655) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement of
treasury stock |
|
|
|
|
|
|
(329) |
|
|
|
|
|
|
|
(11,135) |
|
|
|
|
|
|
|
11,464 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposal of
treasury stock |
|
|
|
|
|
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,855) |
|
|
|
|
|
|
|
|
|
|
|
(235) |
|
|
|
(14,090) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,286 |
|
|
|
|
|
|
|
|
|
|
|
426 |
|
|
|
33,712 |
|
|
|
33,286 |
|
|
|
426 |
|
|
|
33,712 |
|
Foreign currency
translation
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,051) |
|
|
|
|
|
|
|
(446) |
|
|
|
(28,497) |
|
|
|
(28,051) |
|
|
|
(446) |
|
|
|
(28,497) |
|
Unrealized holding
losses on
available-for-
sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,065) |
|
|
|
|
|
|
|
|
|
|
|
(3,065) |
|
|
|
(3,065) |
|
|
|
|
|
|
|
(3,065) |
|
Pension liability
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,688) |
|
|
|
|
|
|
|
|
|
|
|
(3,688) |
|
|
|
(3,688) |
|
|
|
|
|
|
|
(3,688) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,518) |
|
|
|
(20) |
|
|
|
(1,538) |
|
|
|
|
|
|
Balance as of March
31, 2009 |
|
|
23,805 |
|
|
|
45,420 |
|
|
|
5,669 |
|
|
|
257,487 |
|
|
|
(42,461) |
|
|
|
(6,435) |
|
|
|
2,261 |
|
|
|
285,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of
treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) |
|
|
|
|
|
|
|
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,955) |
|
|
|
|
|
|
|
|
|
|
|
(197) |
|
|
|
(9,152) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
transactions and
other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
181 |
|
|
|
181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,258 |
|
|
|
|
|
|
|
|
|
|
|
308 |
|
|
|
22,566 |
|
|
|
22,258 |
|
|
|
308 |
|
|
|
22,566 |
|
Foreign currency
translation
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,931) |
|
|
|
|
|
|
|
(87) |
|
|
|
(3,018) |
|
|
|
(2,931) |
|
|
|
(87) |
|
|
|
(3,018) |
|
Unrealized holding
gains on
available-for-
sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,430 |
|
|
|
|
|
|
|
|
|
|
|
2,430 |
|
|
|
2,430 |
|
|
|
|
|
|
|
2,430 |
|
Pension liability
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
930 |
|
|
|
|
|
|
|
|
|
|
|
930 |
|
|
|
930 |
|
|
|
|
|
|
|
930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,687 |
|
|
|
221 |
|
|
|
22,908 |
|
|
|
|
|
|
Balance as of March
31, 2010 |
|
|
23,805 |
|
|
|
45,420 |
|
|
|
5,669 |
|
|
|
270,790 |
|
|
|
(42,032) |
|
|
|
(6,445) |
|
|
|
2,466 |
|
|
|
299,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March
31, 2010 US$ in
thousands |
|
|
255,968 |
|
|
|
488,387 |
|
|
|
60,957 |
|
|
|
2,911,720 |
|
|
|
(451,957) |
|
|
|
(69,301) |
|
|
|
26,516 |
|
|
|
3,222,290 |
|
|
|
243,946 |
|
|
|
2,377 |
|
|
|
246,323 |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
MAKITA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MATCH 31, 2008, 2009 AND 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
in thousands |
|
|
2008 |
|
2009 |
|
2010 |
|
2010 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
¥ |
46,509 |
|
|
¥ |
33,712 |
|
|
¥ |
22,566 |
|
|
$ |
242,645 |
|
Adjustments to reconcile net income to net cash provided by
operating activities- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
8,871 |
|
|
|
8,887 |
|
|
|
8,308 |
|
|
|
89,333 |
|
Deferred income tax expense (benefit) |
|
|
580 |
|
|
|
(546) |
|
|
|
2,192 |
|
|
|
23,570 |
|
Realized losses (gains) on securities, net |
|
|
1,384 |
|
|
|
3,548 |
|
|
|
(274) |
|
|
|
(2,946) |
|
Losses on disposal or sales of property, plant and
equipment, net |
|
|
128 |
|
|
|
430 |
|
|
|
284 |
|
|
|
3,054 |
|
Impairment of goodwill and long-lived assets |
|
|
- |
|
|
|
- |
|
|
|
1,605 |
|
|
|
17,258 |
|
Changes in assets and liabilities- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
(6,463) |
|
|
|
9,555 |
|
|
|
(29) |
|
|
|
(312) |
|
Inventories |
|
|
(22,499) |
|
|
|
(17,314) |
|
|
|
20,738 |
|
|
|
222,989 |
|
Trade notes and accounts payable and accrued expense |
|
|
6,896 |
|
|
|
(10,005) |
|
|
|
3,013 |
|
|
|
32,398 |
|
Income taxes payable |
|
|
(3,357) |
|
|
|
(4,589) |
|
|
|
1,480 |
|
|
|
15,914 |
|
Accrued retirement and termination benefits |
|
|
(2,053) |
|
|
|
(2,297) |
|
|
|
(1,615) |
|
|
|
(17,366) |
|
Other, net |
|
|
(721) |
|
|
|
797 |
|
|
|
(1,142) |
|
|
|
(12,279) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
29,275 |
|
|
|
22,178 |
|
|
|
57,126 |
|
|
|
614,258 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(15,036) |
|
|
|
(17,046) |
|
|
|
(10,837) |
|
|
|
(116,527) |
|
Purchases of available-for-sale securities |
|
|
(19,944) |
|
|
|
(375) |
|
|
|
(4,996) |
|
|
|
(53,720) |
|
Purchases of held-to-maturity securities |
|
|
(996) |
|
|
|
- |
|
|
|
(1,522) |
|
|
|
(16,366) |
|
Proceeds from sales of available-for-sale securities |
|
|
4,382 |
|
|
|
15,310 |
|
|
|
1,967 |
|
|
|
21,151 |
|
Proceeds from maturities of available-for-sale securities |
|
|
21,030 |
|
|
|
2,500 |
|
|
|
500 |
|
|
|
5,376 |
|
Proceeds from maturities of held-to-maturity securities |
|
|
1,300 |
|
|
|
600 |
|
|
|
350 |
|
|
|
3,763 |
|
Proceeds from sales of property, plant and equipment |
|
|
1,812 |
|
|
|
135 |
|
|
|
299 |
|
|
|
3,215 |
|
Decrease (increase) in time deposits |
|
|
4,231 |
|
|
|
(560) |
|
|
|
(3,375) |
|
|
|
(36,290) |
|
Cash paid for acquisition of business, net of cash acquired |
|
|
(2,034) |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Other, net |
|
|
747 |
|
|
|
(332) |
|
|
|
(54) |
|
|
|
(580) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
(4,508) |
|
|
|
232 |
|
|
|
(17,668) |
|
|
|
(189,978) |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in short-term borrowings |
|
|
(1,279) |
|
|
|
(1,345) |
|
|
|
(7) |
|
|
|
(75) |
|
Purchase of treasury stock, net |
|
|
(47) |
|
|
|
(17,640) |
|
|
|
(10) |
|
|
|
(108) |
|
Cash dividends paid |
|
|
(12,217) |
|
|
|
(13,855) |
|
|
|
(8,955) |
|
|
|
(96,290) |
|
Other, net |
|
|
(272) |
|
|
|
(339) |
|
|
|
(142) |
|
|
|
(1,527) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(13,815) |
|
|
|
(33,179) |
|
|
|
(9,114) |
|
|
|
(98,000) |
|
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
|
|
(1,774) |
|
|
|
(1,322) |
|
|
|
(2,269) |
|
|
|
(24,398) |
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
|
9,178 |
|
|
|
(12,091) |
|
|
|
28,075 |
|
|
|
301,882 |
|
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
|
|
37,128 |
|
|
|
46,306 |
|
|
|
34,215 |
|
|
|
367,903 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF YEAR / |
|
|
46,306 |
|
|
|
34,215 |
|
|
|
62,290 |
|
|
|
669,785 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest |
|
|
269 |
|
|
|
232 |
|
|
|
58 |
|
|
|
624 |
|
Cash paid during the year for income taxes |
|
|
22,505 |
|
|
|
15,866 |
|
|
|
7,280 |
|
|
|
78,280 |
|
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delivery of treasury stock in connection with the
share exchange |
|
¥ |
397 |
|
|
¥ |
- |
|
|
¥ |
- |
|
|
$ |
- |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-7
MAKITA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Makita Corporation (the Company) and its subsidiaries main products include drills, rotary
hammers, demolition hammers, grinders and cordless impact drivers. The Company and its
subsidiaries (collectively Makita) also manufacture and sell pneumatic tools and garden tools.
Domestic sales in Japan are made by the Company and domestic subsidiaries, while overseas
sales are made almost entirely through sales subsidiaries and distributors under the Makita or
Maktec brand name.
82.6% of consolidated net sales for the year ended March 31, 2010 were generated from customers
outside Japan, with 44.4% from Europe, 14.0% from North America and 7.5% from Asia and 16.7% from
other areas.
Makitas manufacturing and assembly operations are conducted primarily at two plants in Japan
and seven plants overseas, located in the United States, Germany, the United Kingdom, Brazil,
China (two plants) and Romania.
2. BASIS OF PRESENTING FINANCIAL STATEMENTS
The books of the Company and its domestic subsidiaries are maintained in conformity with
Japanese accounting principles, while foreign subsidiaries maintain their books in conformity with
the standards of their countries of domicile.
The accompanying consolidated financial statements reflect all necessary adjustments, not
recorded in the Companys and its subsidiaries books, to present them in conformity with
U.S. generally accepted accounting principles (U.S. GAAP).
3. SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
(a) Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, all
of its majority owned subsidiaries and those variable interest entities where Makita is the
primary beneficiary. All significant inter-company balances and transactions have been eliminated
in consolidation. Makita did not have any consolidated variable interest entities for any of the
periods presented herein.
(b) Foreign Currency Translation and Transactions
Overseas subsidiaries assets and liabilities denominated in their local foreign currencies
are translated at the exchange rate in effect at each fiscal
year-end and income and expenses are translated at the average rates of exchange prevailing
during each fiscal year. The local currencies of the overseas subsidiaries are regarded as their
functional currencies. The resulting currency translation adjustments are included in accumulated
other comprehensive income (loss).
Gains and losses resulting from all foreign currency transactions, including foreign exchange
contracts, and re-measurement of receivables and payables denominated in foreign currencies are
included in other income (expenses).
(c) Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and time deposits with original maturities
of three months or less.
(d) Short-term investments and Investments
Makita classifies investments in debt and marketable equity securities as available-for-sale
or held-to-maturity securities. Makita does not hold any marketable or investment securities that
are bought and held primarily for the purpose of sale in the near term.
F-8
Except for non-marketable equity securities, available-for-sale securities are reported at
fair value, and unrealized gains or losses are recorded as a separate component of accumulated
other comprehensive income, net of applicable income taxes. Non-marketable equity securities are
carried at cost and reviewed periodically for impairment. Held-to-maturity securities are reported
at amortized cost, adjusted for the amortization or accretion of premiums or discounts.
A decline in fair value of any available-for-sale or held-to-maturity security below the
carrying amount that is deemed to be other-than-temporary results in a write-down of the carrying
amount to the fair value as a new cost basis and the amount of the write-down is included in
earnings.
Available-for-sale securities are periodically reviewed for other-than-temporary declines on
criteria that include the length and magnitude of decline, the financial condition and prospects
of the issuer, Makitas intent and ability to retain the investment for a period of time to allow
for recovery in market value and other relevant factors.
Held-to-maturity securities are periodically evaluated for possible impairment by taking into
consideration the financial condition, business prospects and credit worthiness of the issuer.
Impairment is measured based on the amount by which the carrying amount of the investment exceeds
its fair value. Fair value is determined based on quoted market prices or other valuation
techniques as appropriate.
Makita classifies marketable securities, which are available for current operations, in
current assets. Other investments are classified as investments as a part of non-current
investments and other assets in the consolidated balance sheets.
The cost of a security sold or the amount reclassified out of accumulated other
comprehensive income into earnings is determined by the average cost method.
(e) Allowance for Doubtful Receivables
Allowance for doubtful receivables represents the Makitas best estimate of the amount of
probable credit losses in its existing receivables. The allowance is determined based on, but is
not limited to, historical collection experience adjusted for the effects of the current economic
environment, assessment of inherent risks, aging and financial performance. Account balances are
charged off against the allowance after all means of collection have been exhausted and the
potentiality for recovery is considered remote.
(f) Inventories
Inventory costs include raw materials, labor and manufacturing overheads. Inventories are
valued at the lower of cost or market price, with cost determined principally based on the average
cost method. Makita estimates the obsolescence of inventory based on the difference between the
cost of inventory and its estimated market value reflecting certain assumptions about anticipated
future demand. The carrying amount of inventory is then reduced to account for such obsolescence.
Once inventory items are written-down or written-off, such items are not written-up subsequently.
All existing and anticipated modifications to product models are evaluated against on-hand
inventories, and are adjusted for potential obsolescence.
(g) Property, Plant and Equipment and Depreciation
Property, plant and equipment is stated at cost. For the Company, depreciation is computed
principally by using the declining-balance method over the estimated useful lives.
Most of the subsidiaries have adopted the straight-line method for computing depreciation. The
depreciation period generally ranges from 10 years to 60 years for buildings and improvements and
from 3 years to 20 years for machinery and equipment. The cost and accumulated depreciation and
amortization applicable to assets retired are removed from the accounts and any resulting gain or
loss is recognized. Betterments, renewals and repairs that extend the life of the assets are
capitalized. Other maintenance and repair costs are expensed as incurred.
F-9
Depreciation expense for the years ended March 31, 2008, 2009 and 2010 amounted to ¥ 8,519
million, ¥ 8,444 million and ¥ 7,756 million ($83,398 thousand), respectively, which included
amortization of capitalized lease equipment.
Certain leased buildings, improvements, machinery and equipment are accounted for as capital
leases. The aggregate cost included in property, plant and equipment and related accumulated
amortization as of March 31, 2009 and 2010, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
|
Yen in millions |
|
in thousands |
|
|
2009 |
|
2010 |
|
2010 |
Aggregate cost |
|
|
¥ 723 |
|
|
|
¥602 |
|
|
|
$ 6,473 |
|
Accumulated amortization |
|
|
279 |
|
|
|
271 |
|
|
|
2,914 |
|
(h) Goodwill
Goodwill is an asset representing the future economic benefits arising from other assets
acquired in a business combination that are not individually identified and separately recognized.
Goodwill is reviewed for impairment at least annually. The goodwill impairment test is a two-step
process. Under the first step, the fair value of the reporting unit is compared with its carrying
amount (including goodwill). If the fair value of the reporting unit is less than its carrying
amount, an indication of goodwill impairments exists for the reporting unit and the management
must perform step two of the impairment test (measurement). Under step two, an impairment loss is
recognized for any excess of the carrying amount of the reporting units goodwill over the implied
fair value of that goodwill. The implied fair value of goodwill is determined by allocating the
fair value of the reporting unit in the same manner to a purchase price allocation and the
residual fair value after this allocation is the implied fair value of the reporting units
goodwill. Makita determines the fair value of its reporting units using a discounted cash flow
analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not
need to be performed.
Makita performs its annual impairment review of goodwill at December 31, 2009, and when a
triggering event occurs between annual impairment dates.
(i) Environmental Liabilities
Liabilities for environmental remediation and other environmental costs, if any, are accrued
when environmental assessments or remedial efforts are probable to be required and the costs can
be reasonably estimated. Such liabilities are adjusted as further information develops or
circumstances change. Costs of future obligations are not discounted to their present values
unless the amount and timing of such payments are determinable.
(j) Research and Development Costs and Advertising Costs
Research and development costs, which are included in selling, general and administrative
expenses in the consolidated statements of income, are expensed as incurred and totaled ¥ 5,922
million, ¥ 6,883 million and ¥ 6,782 million ($72,924 thousand for the years ended March 31, 2008,
2009 and 2010, respectively.
Advertising costs are also expensed as incurred and totaled ¥ 6,860 million, ¥ 5,747 million
and ¥ 4,203 million ($45,194 thousand) for the years ended March 31, 2008, 2009 and 2010,
respectively.
(k) Shipping and Handling Costs
Shipping and handling costs, which mainly include transportation to customers, are included
in selling, general and administrative expenses in the consolidated statements of income. Shipping
and handling costs were ¥ 9,882 million, ¥ 8,712 million and ¥ 6,540 million ($70,323 thousand)
for the years ended March 31, 2008, 2009 and 2010, respectively.
(l) Income Taxes
Deferred income tax assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss
F-10
and tax credit
carryforwards. Deferred income tax assets and liabilities are measured using the enacted tax rates
expected to apply to taxable income in the years the temporary differences and carryforwards are
expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a
change in tax rates or laws is recognized in income in the period that includes the enactment
date.
Makita also adopted ASC 740-10 Accounting for Uncertainty in Income Taxes on April 1, 2007,
which clarifies the accounting for uncertainty in income taxes recognized in financial statements
and prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC
740-10 requires that the tax effects of a position be recognized only when it is more likely than
not to be sustained upon examination. Makita classifies penalties and interest related to
unrecognized tax benefits, if any, in provision for income taxes.
The initial adoption of ASC 740-10 on April 1, 2007 did not have a material impact on
Makitas consolidated financial statements.
(m) Product Warranties
A liability for the estimated product warranty related cost is established at the time
revenue is recognized and is included in other liabilities and cost of sales. Estimates for
accrued product warranty costs are primarily based on historical experience, and are affected by
ongoing product failure rates, specific product class failures outside of the baseline experience,
material usage and service delivery costs incurred in correcting a product failure.
(n) Pension Plans
Changes in the amount of either the projected benefit obligation or plan assets resulting
from actual results different from that assumed and from changes in assumptions can result in
gains and losses to be recognized in the consolidated financial statements in the future periods.
Amortization of an unrecognized net gain or loss is included as a component of the net periodic
benefit plan cost for a year if, as of the beginning of the year, that unrecognized net gain or
loss exceeds 10 percent of the greater of (1) the projected benefit obligation or (2) the fair
value of that plans assets. In such cases, the amount of amortization recognized is the excess
divided by the average remaining service period of active employees expected to receive benefits
under the plan.
Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a
liability. Subsequent changes in the funded status are recognized as a component of accumulated
comprehensive income (loss).
(o) Earning per Share
Basic earnings per share is computed by dividing net income attributable to Makita
shareholders by the weighted-average number of common shares outstanding during each year.
(p) Impairment of Long-lived Assets
Long-lived assets, such as property, plant and equipment, and certain intangible assets
subject to amortization, are reviewed for impairment whenever events or charges in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset to its estimated
undiscounted future cash flow. Any acquired intangible asset determined to have an indefinite
useful life is not amortized, but instead is tested for impairment based on its fair value until
its life would be determined to be no longer indefinite. An impairment charge is recognized in the
amount by which the carrying amount of the asset exceeds the fair value of the asset. The fair
value is determined by the projected discounted cash flows or other valuation techniques as
appropriate. Assets to be disposed of, if any, are separately presented in the balance sheet and
reported at the lower of the carrying amount or fair value less costs to sell, and are no longer
depreciated.
F-11
(q) Derivative Financial Instruments
Makita recognizes all derivative instruments as either assets or liabilities in the
consolidated balance sheets and measures those instruments at fair value. The accounting for
changes in the fair value of a derivative instrument depends on whether it has been designated and
qualifies as part of a hedging relationship, and on the type of hedging relationship.
Makita employs derivative financial instruments, including forward foreign currency exchange
contracts, foreign currency options and currency swap agreements to manage its exposure to
fluctuations in foreign currency exchange rates and interest rates. Makita does not use
derivatives for speculation or trading purpose. Changes in the fair value of derivatives are
recorded each period in current earnings depending on whether a derivative is designated as part
of a hedge transaction and the type of hedge transaction. The ineffective portion of all hedges is
recognized currently in earnings.
(r) Use of Estimates in the Preparation of Financial Statement
The preparation of financial statements in conformity with U.S. GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosures of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Makita has identified the following areas where it believes assumptions and estimates are
particularly critical to the consolidated financial statements. These are accounting for sales
incentives, rebates and cooperative advertising, determination of an allowance for doubtful
receivables, impairment of long-lived assets, realizability of deferred income tax assets, the
determination of unrealized losses on securities for which the decline in market value is
considered to be other than temporary, the actuarial assumptions on retirement and termination
benefit plans and valuation of inventories.
(s) Revenue Recognition
Makita recognizes revenue at the time of delivery or shipment when all of the following
conditions are met. (1) The sales price is fixed or determinable, (2) Collectibility is reasonably
assured, (3) The title and risk of loss pass to the customer, and (4) Payment terms are
established consistent with Makitas normal payment terms.
Makita offers sales incentives to qualifying customers through various incentive programs.
Sales incentives primarily involve volume-based rebates, cooperative advertising and cash
discounts, and are accounted for in accordance with ASC 605-50 Accounting for Consideration by a
Vendor to a Customer (including a Reseller of vendors product).
Volume-based rebates are provided to customers only if customers attain a pre-determined
cumulative level of revenue transactions within a specified period of one year or less.
Liabilities for volume-based rebates are recognized with a corresponding reduction of revenue for
the expected sales incentive at the time the related revenue is recognized, and are based on the
estimation of sales volume reflecting the historical performance of individual customers.
Cooperative advertising is provided to certain customers as contribution or sponsored fund
for advertisements.
Under cooperative advertising programs, Makita does not receive an identifiable benefit
sufficiently separable from its customers. Accordingly, cooperative advertisings are also
recognized as a reduction of revenue at the time the related revenue is recognized based on
Makitas ability to reliably estimate such future advertising to be taken.
Cash discounts are provided as a certain percentage of the invoice price as predetermined by
spot contracts or based on contractually agreed upon amounts with customers. Cash discounts are
recognized as a reduction of revenue at the time the related revenue is recognized based on
Makitas ability to reliably estimate such future discounts to be taken. Estimates of expected
cash discounts are evaluated and adjusted periodically based on actual sales transactions and
historical trend.
When repairs are made and charged to customers, the revenue from this source is recognized
when the repairs have been completed and the item is shipped to the customer.
F-12
Taxes collected from customers and remitted to governmental authorities are accounted for on
a net basis and therefore are excluded from revenues in the consolidated statements of income.
(t) New Accounting Standards Adopted
Effective April 1, 2009, Makita adopted the provisions of Financial Accounting Standards
Board (FASB) Statement of Financial Accounting Standards No. 141 Revised, Business Combinations,
included in FASB Accounting Standards Codification (ASC) Topic 805. This ASC establishes
principles and requirements of how an acquirer recognizes and measures in its financial statements
the identifiable assets acquired, liabilities assumed, any noncontrolling interest in the acquiree
and the goodwill acquired in a business combination. This ASC requires disclosures to enable
evaluation of the nature and financial effects of the business combination. Makita did not have
any business combinations during the fiscal year ended March 31, 2010.
Effective April 1, 2009, Makita adopted the provisions FASB Statement of Financial Accounting
Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, included in ASC
Topic 810. This ASC establishes new accounting and reporting standards for noncontrolling
interests (previously referred to as minority interests) in consolidated financial statements.
This ASC establishes new accounting and reporting for ownership interests in subsidiaries held by
parties other than the parent, the amount of consolidated net income attributable to the parent
and to the noncontrolling interest, changes in parents ownership interest, and the valuation of
retained noncontrolling equity investments when a subsidiary is deconsolidated. This ASC requires
disclosure that clearly indentifies and distinguishes the interests of the parent and the interest
of the noncontrolling owners. This ASC is effective for fiscal years beginning on or after
December 15, 2008 on a prospective basis, except for certain presentation and disclosure
requirements, which must be applied retrospectively for all periods presented, and was adopted by
Makita in the first quarter beginning April 1, 2009 . Upon adoption of this ASC, noncontrolling
interests, which were previously referred to as minority interests and classified between total
liabilities and stockholders equity on the consolidated balance sheets, are now included as a
separate component of total equity. Also, consolidated net income on the consolidated statements
of income now includes the net income (loss) attributable to noncontrolling interests. These
financial statement presentation requirements have been adopted retrospectively and prior year
amounts have been classified to conform with this ASC.
In December 2008, the FASB issued ASC 715-20-65 Employers Disclosures about Postretirement
Benefit Plan Assets. ASC 715-20-65 requires additional disclosures about plan assets including
investment policies, fair value of each major category of plan assets, development of fair value
measurements and concentrations of risk. ASC 715-20-65 is effective for fiscal years ending after
December 15, 2009 and adopted by Makita in the year ending March 31, 2010. The adoption of ASC
715-20-65 does not have a material impact on its consolidated results of operations and financial
condition. See Notes 10.
On January 1, 2008, Makita adopted the provisions of FASB Statement No. 157, Fair Value
Measurements, included in ASC Topic 820, Fair Value Measurements and Disclosures, for fair value
measurements fo financial assets and financial liabilities and for fair value measurements of
nonfinancial items that are recognized or disclosed at fair value in the financial statements on a
recurring basis. Statement 157 defines fair value as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. ASC Topic 820 also establishes a framework for measuring fair value and expands
disclosures about fair value measurements. See Notes 16 and 18.
On January 1, 2009, Makita adopted the provisions of ASC Topic 820 to fair value measurements
of nonfinancial assets and nonfinancial liabilities that are recognized or disclosed in the
financial statements on a nonrecurring basis. See Notes 6 and 8.
F-13
4. TRANSLATION OF FINANCIAL STATEMENTS
Solely for the convenience of readers, the accompanying consolidated financial statement
amounts as of and for the year ended March 31, 2010, are also presented in U.S. dollars by
arithmetically translating all yen amounts using the approximate prevailing exchange rate at the
Federal Reserve Bank of New York of ¥ 93 to US$1 at March 31, 2010. This translation should not be
construed as a representation that the amounts shown could be or could have been converted into
U.S. dollars at the rate indicated.
5. INVENTORIES
Inventories as of March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
|
Yen in millions |
|
in thousands |
|
|
|
2009 |
|
2010 |
|
2010 |
Finished goods |
|
¥ |
95,837 |
|
|
¥ |
75,084 |
|
|
$ |
807,355 |
|
Work in process |
|
|
2,408 |
|
|
|
2,400 |
|
|
|
25,806 |
|
Raw materials |
|
|
12,757 |
|
|
|
11,327 |
|
|
|
121,796 |
|
|
|
|
|
|
|
|
Total |
|
¥ |
111,002 |
|
|
¥ |
88,811 |
|
|
$ |
954,957 |
|
|
|
|
|
|
|
|
6. IMPAIRMENT OF LONG-LIVED ASSETS
Makita recognized an impairment loss of ¥ 354 million ($3,806 thousand) for the years ended
March 31, 2010 on long-lived assets related to the gardening tools reporting unit of the Japan
operating segment.
Management assessed that impairment was caused by the economic downturn in Japan backdropped by
the global recession, and the resulted un-suitable operations of its gardening tool unit for the
year while it tried to minimize its operation losses.
The impairment losses was included in Selling, general and administrative expenses in the
consolidated statements of income. The management estimated the fair value of the assets by the
cost approach method and by the market approach method with the assistance of an independent third
party appraiser. During the fourth quarter, management determined that certain planned
initiatives related to a manufacturing facility would not produce the planned results. As a
result, management revised its projections of future cash flows and recorded an impairment loss to
write down the impacted assets to their estimated fair values.
F-14
7. SHORT-TERM INVESTMENTS AND INVESTMENTS
Short-term investments and Investments consisted of available-for-sale securities and
held-to-maturity securities.
The cost, gross unrealized holding gains and losses, fair value and carrying amount for such
securities by major security type as of March 31, 2009 and 2010, were as follows:
Gross Unrealized Holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
Carrying |
|
As of March 31, 2009 |
|
Cost |
|
Gains |
|
Losses |
|
value |
|
amount |
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and bank debt securities |
|
¥ |
954 |
|
|
¥ |
60 |
|
|
¥ |
- |
|
|
¥ |
1,014 |
|
|
¥ |
1,014 |
|
Investments in trusts |
|
|
5,796 |
|
|
|
204 |
|
|
|
110 |
|
|
|
5,890 |
|
|
|
5,890 |
|
MMF and FFF |
|
|
20,908 |
|
|
|
- |
|
|
|
- |
|
|
|
20,908 |
|
|
|
20,908 |
|
Marketable equity securities |
|
|
998 |
|
|
|
343 |
|
|
|
33 |
|
|
|
1,308 |
|
|
|
1,308 |
|
|
|
|
|
|
|
|
|
|
|
|
Sub total |
|
|
28,656 |
|
|
|
607 |
|
|
|
143 |
|
|
|
29,120 |
|
|
|
29,120 |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
|
350 |
|
|
|
- |
|
|
|
2 |
|
|
|
348 |
|
|
|
350 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Short-term investments |
|
|
29,006 |
|
|
|
607 |
|
|
|
145 |
|
|
|
29,468 |
|
|
|
29,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
|
1 |
|
|
|
- |
|
|
|
- |
|
|
|
1 |
|
|
|
1 |
|
Marketable equity securities |
|
|
7,818 |
|
|
|
1,847 |
|
|
|
177 |
|
|
|
9,488 |
|
|
|
9,488 |
|
|
|
|
|
|
|
|
|
|
|
|
Sub total |
|
|
7,819 |
|
|
|
1,847 |
|
|
|
177 |
|
|
|
9,489 |
|
|
|
9,489 |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
|
1,399 |
|
|
|
1 |
|
|
|
52 |
|
|
|
1,348 |
|
|
|
1,399 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
¥ |
9,218 |
|
|
¥ |
1,848 |
|
|
¥ |
229 |
|
|
¥ |
10,837 |
|
|
¥ |
10,888 |
|
|
|
|
|
|
|
|
|
|
|
|
In addition to above investments, non-marketable equity securities (carried at cost) amounted to ¥
402 million.
F-15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
Carrying |
As of March 31, 2010 |
|
Cost |
|
Gains |
|
Losses |
|
value |
|
amount |
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and bank debt securities |
|
¥ |
553 |
|
|
¥ |
30 |
|
|
¥ |
- |
|
|
¥ |
583 |
|
|
¥ |
583 |
|
Investments in trusts |
|
|
4,493 |
|
|
|
490 |
|
|
|
3 |
|
|
|
4,980 |
|
|
|
4,980 |
|
MMF and FFF |
|
|
25,700 |
|
|
|
- |
|
|
|
- |
|
|
|
25,700 |
|
|
|
25,700 |
|
Marketable equity securities |
|
|
951 |
|
|
|
625 |
|
|
|
- |
|
|
|
1,576 |
|
|
|
1,576 |
|
|
|
|
|
|
|
|
|
|
|
|
Sub total |
|
|
31,697 |
|
|
|
1,145 |
|
|
|
3 |
|
|
|
32,839 |
|
|
|
32,839 |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
|
800 |
|
|
|
1 |
|
|
|
- |
|
|
|
801 |
|
|
|
800 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Short-term investments |
|
|
32,497 |
|
|
|
1,146 |
|
|
|
3 |
|
|
|
33,640 |
|
|
|
33,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity securities |
|
|
7,582 |
|
|
|
5,066 |
|
|
|
5 |
|
|
|
12,643 |
|
|
|
12,643 |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
|
2,121 |
|
|
|
- |
|
|
|
60 |
|
|
|
2,061 |
|
|
|
2,121 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
¥ |
9,703 |
|
|
¥ |
5,066 |
|
|
¥ |
65 |
|
|
¥ |
14,704 |
|
|
¥ |
14,764 |
|
|
|
|
|
|
|
|
|
|
|
|
In addition to above investments, non-marketable equity securities (carried at cost) amounted to ¥
402 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars in thousands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
As of March 31, 2010 |
|
Cost |
|
Gains |
|
Losses |
|
Fair value |
|
amount |
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and bank debt securities |
|
$ |
5,946 |
|
|
$ |
323 |
|
|
$ |
- |
|
|
$ |
6,269 |
|
|
$ |
6,269 |
|
Investments in trusts |
|
|
48,312 |
|
|
|
5,269 |
|
|
|
32 |
|
|
|
53,549 |
|
|
|
53,549 |
|
MMF and FFF |
|
|
276,344 |
|
|
|
- |
|
|
|
- |
|
|
|
276,344 |
|
|
|
276,344 |
|
Marketable equity securities |
|
|
10,226 |
|
|
|
6,720 |
|
|
|
- |
|
|
|
16,946 |
|
|
|
16,946 |
|
|
|
|
|
|
|
|
|
|
|
|
Sub total |
|
|
340,828 |
|
|
|
12,312 |
|
|
|
32 |
|
|
|
353,108 |
|
|
|
353,108 |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
|
8,602 |
|
|
|
11 |
|
|
|
- |
|
|
|
8,613 |
|
|
|
8,602 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Short-term investments |
|
|
349,430 |
|
|
|
12,323 |
|
|
|
32 |
|
|
|
361,721 |
|
|
|
361,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity securities |
|
|
81,528 |
|
|
|
54,473 |
|
|
|
54 |
|
|
|
135,947 |
|
|
|
135,947 |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
|
22,806 |
|
|
|
- |
|
|
|
645 |
|
|
|
22,161 |
|
|
|
22,806 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
$ |
104,334 |
|
|
$ |
54,473 |
|
|
$ |
699 |
|
|
$ |
158,108 |
|
|
$ |
158,753 |
|
|
|
|
|
|
|
|
|
|
|
|
In addition to above investments, non-marketable equity securities (carried at cost) amounted
to $4,322 thousand.
F-16
Investments in trusts represent funds deposited with trust banks in multiple investor
accounts and managed by the fund managers of the trust banks. As of March 31, 2009 and 2010, each
fund mainly consisted of marketable equity securities and interest-bearing bonds. Non-marketable
equity securities are carried at cost and reviewed periodically for impairment.
The fair value of the non-marketable equity securities is not readily determinable.
The following table shows the gross unrealized holding losses and fair value, aggregated by
investment category and length of time that individual securities have been in a continuous
unrealized loss position, at March 31, 2009 and 2010.
The gross unrealized loss position of available-for-sale securities has been continuing for a
relatively short period of time. Based on this and other relevant factors, management has
determined that these investments are not considered other-than-temporarily impaired. Makita has
not held unrealized losses for twelve months or more at March 31, 2009 and 2010 with respect to
available-for-sale securities.
The securities that are held to maturity each have a strong credit rating and Makita has both
the intent and ability to hold such investments to maturity; therefore, Makita believes that it
will not realize any losses on the held-to-maturity securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
Less than 12 months |
|
12 months or more |
As of March 31, 2009 |
|
Fair |
|
Gross unrealized |
|
Fair |
|
Gross unrealized |
|
|
value |
|
holding losses |
|
value |
|
holding losses |
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in trusts |
¥ |
|
1,739 |
|
¥ |
|
110 |
|
¥ |
|
- |
|
¥ |
|
- |
|
Marketable equity securities |
|
|
249 |
|
|
|
33 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Sub total |
|
|
1,988 |
|
|
|
143 |
|
|
|
- |
|
|
|
- |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
|
- |
|
|
|
- |
|
|
|
148 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity securities |
|
|
2,142 |
|
|
|
177 |
|
|
|
- |
|
|
|
- |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
¥ |
|
98 |
|
¥ |
|
2 |
|
¥ |
|
749 |
|
¥ |
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
Less than 12 months |
|
12 months or more |
As of March 31, 2010 |
|
Fair |
|
Gross unrealized |
|
Fair |
|
Gross unrealized |
|
|
value |
|
holding losses |
|
value |
|
holding losses |
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in trusts |
¥ |
|
234 |
|
¥ |
|
3 |
|
¥ |
|
- |
|
¥ |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity securities |
|
|
37 |
|
|
|
5 |
|
|
|
- |
|
|
|
- |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
¥ |
|
1,516 |
|
¥ |
|
5 |
|
¥ |
|
545 |
|
¥ |
|
55 |
|
F-17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars in thousands |
|
|
Less than 12 months |
|
12 months or more |
As of March 31, 2010 |
|
|
|
|
|
Gross unrealized |
|
|
|
|
|
Gross unrealized |
|
|
Fair value |
|
holding losses |
|
Fair value |
|
holding losses |
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in trusts |
|
$ |
2,516 |
|
|
$ |
32 |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity securities |
|
|
398 |
|
|
|
54 |
|
|
|
- |
|
|
|
- |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
$ |
16,301 |
|
|
$ |
54 |
|
|
$ |
5,860 |
|
|
$ |
591 |
|
Maturities of debt securities classified as available-for-sale and held-to-maturity as of
March 31, 2010, regardless of their balance sheet classification, were as follows:
Maturities of debt securities based on Cost as of March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
U.S. Dollars in thousands |
|
|
Available |
|
Held-to |
|
|
|
|
|
Available |
|
Held-to |
|
|
|
|
-for-sale |
|
maturity |
|
Total |
|
-for-sale |
|
maturity |
|
Total |
Due within one year |
¥ |
|
- |
|
¥ |
|
800 |
|
¥ |
|
800 |
|
$ |
|
- |
|
$ |
|
8,602 |
|
$ |
|
8,602 |
|
Due after one to five year |
|
|
98 |
|
|
|
1,521 |
|
|
|
1,619 |
|
|
|
1,054 |
|
|
|
16,355 |
|
|
|
17,409 |
|
Due after five to ten year |
|
|
455 |
|
|
|
400 |
|
|
|
855 |
|
|
|
4,892 |
|
|
|
4,301 |
|
|
|
9,193 |
|
Due after ten year |
|
|
- |
|
|
|
200 |
|
|
|
200 |
|
|
|
- |
|
|
|
2,150 |
|
|
|
2,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
¥ |
|
553 |
|
¥ |
|
2,921 |
|
¥ |
|
3,474 |
|
$ |
|
5,946 |
|
$ |
|
31,408 |
|
$ |
|
37,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities of debt securities based on Fair value as of March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
U.S. Dollars in thousands |
|
|
Available |
|
Held-to |
|
|
|
|
|
Available |
|
Held-to |
|
|
|
|
-for-sale |
|
maturity |
|
Total |
|
-for-sale |
|
maturity |
|
Total |
Due within one year |
¥ |
|
- |
|
¥ |
|
801 |
|
¥ |
|
801 |
|
$ |
|
- |
|
$ |
|
8,613 |
|
$ |
|
8,613 |
|
Due after one to five year |
|
|
102 |
|
|
|
1,516 |
|
|
|
1,618 |
|
|
|
1,097 |
|
|
|
16,301 |
|
|
|
17,398 |
|
Due after five to ten year |
|
|
481 |
|
|
|
366 |
|
|
|
847 |
|
|
|
5,172 |
|
|
|
3,935 |
|
|
|
9,107 |
|
Due after ten year |
|
|
- |
|
|
|
179 |
|
|
|
179 |
|
|
|
- |
|
|
|
1,925 |
|
|
|
1,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
¥ |
|
583 |
|
¥ |
|
2,862 |
|
¥ |
|
3,445 |
|
$ |
|
6,269 |
|
$ |
|
30,774 |
|
$ |
|
37,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains on sales of short-term investments and investments for the years ended
March 31, 2008, 2009 and 2010 amounted to ¥ 365 million, ¥ 534 million and ¥ 502 million ($5,398
thousand), respectively.
Gross realized losses, which included the gross realized losses considered as other than
temporary, during the years ended March 31, 2008, 2009 and 2010 amounted to ¥ 1,749 million, ¥
4,082 million and ¥ 228 million ($2,452 thousand), respectively. The cost of the securities sold
was computed based on the average cost of all the shares of each such security held at the time of
sale. Gross unrealized losses on short-term investments and investments of which declines in market
value are considered to be other than temporary were charged to earnings as realized losses on
securities, amounting to ¥ 1,662 million, ¥ 4,059 million and ¥ 228 million
F-18
($2,452 thousand) for
the years ended March 31, 2008, 2009 and 2010, respectively.
Proceeds from the sales and maturities of available-for-sale securities were ¥ 25,412 million,
¥ 17,810 million and ¥ 2,467 million ($26,527 thousand) for the years ended March 31, 2008, 2009
and 2010, respectively. Proceeds from maturities of the held-to-maturity securities were ¥ 1,300
million, ¥ 600 million and ¥ 350 million ($3,763 thousand) for the years ended March 31, 2008, 2009
and 2010, respectively.
8. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Intangible assets developed or acquired during the year ended March 31, 2010 totaled ¥ 3,003
million, which are subject to amortization and primarily consist of intellectual property rights of
¥ 2,758 million. The weighted average amortization period for Intellectual property rights,
Software, Other, and Total are approximately 14 years,
8 years, 16 years, and 13 years, respectively.
The components of intangible assets subject to amortization at March 31, 2009 and 2010 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
U.S. Dollars in thousands |
|
|
2009 |
|
2010 |
|
2010 |
|
|
Gross |
|
Accumulated |
|
Gross |
|
Accumulated |
|
Gross |
|
Accumulated |
|
|
carrying |
|
amortization |
|
carrying |
|
amortization |
|
carrying |
|
amortization |
|
|
amount |
|
|
|
|
|
amount |
|
|
|
|
|
amount |
|
|
|
|
Intellectual property right |
¥ |
|
108 |
|
¥ |
|
29 |
|
¥ |
|
2,866 |
|
¥ |
|
157 |
|
$ |
|
30,817 |
|
$ |
|
1,688 |
|
Software |
|
|
2,695 |
|
|
|
1,542 |
|
|
|
2,841 |
|
|
|
1,826 |
|
|
|
30,548 |
|
|
|
19,634 |
|
Other |
|
|
1,373 |
|
|
|
441 |
|
|
|
1,224 |
|
|
|
383 |
|
|
|
13,162 |
|
|
|
4,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
¥ |
|
4,176 |
|
¥ |
|
2,012 |
|
¥ |
|
6,931 |
|
¥ |
|
2,366 |
|
$ |
|
74,527 |
|
$ |
|
25,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate amortization
expense for the years ended March 31, 2008, 2009 and 2010 were ¥ 352
million, ¥ 443 million and ¥ 552 million ($5,935 thousand), respectively. Estimated amortization
expense for intangible assets currently held for the next five years
ending March 31 are ¥ 542
million in 2011, ¥497 million in 2012, ¥ 483 million in 2013, ¥ 215 million in 2014, and ¥ 203
million in 2015.
Intangible assets not subject to amortization at March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
in thousands |
|
|
2009 |
|
2010 |
|
2010 |
Gross carrying amount |
|
¥ |
116 |
|
|
¥ |
99 |
|
|
$ |
1,065 |
|
F-19
The changes in the carrying amount of goodwill at March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
in thousands |
|
|
2009 |
|
2010 |
|
2010 |
Beginning balance |
|
¥ |
2,001 |
|
|
¥ |
1,987 |
|
|
$ |
21,366 |
|
Impairment |
|
|
- |
|
|
|
(1,251) |
|
|
|
(13,452) |
|
Other |
|
|
(14) |
|
|
|
(15) |
|
|
|
(161) |
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
1,987 |
|
|
¥ |
721 |
|
|
$ |
7,753 |
|
Makita recognized a goodwill impairment loss for the years ended March 31, 2010 of ¥ 1,251
million ($13,452 thousand), which was included in the results of the Japan segment.
The impairment loss was included in Selling, general and administrative expenses in the
consolidated statements of income. Management estimated the fair value of the reporting unit
based on the weighted average value estimated by the income approach method and by the market approach
method.
9. INCOME TAXES
Income before income taxes and the provision for income taxes for the years ended March 31,
2008, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
Yen in millions |
|
in thousands |
|
|
2008 |
|
2009 |
|
2010 |
|
2010 |
Income before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
¥ |
|
19,896 |
|
¥ |
|
8,523 |
|
¥ |
|
3,301 |
|
$ |
|
35,495 |
|
Foreign |
|
|
46,341 |
|
|
|
35,920 |
|
|
|
30,217 |
|
|
|
324,914 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
66,237 |
|
|
|
44,443 |
|
|
|
33,518 |
|
|
|
360,409 |
|
Provision for income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current - Domestic |
|
|
6,957 |
|
|
|
2,721 |
|
|
|
1,647 |
|
|
|
17,710 |
|
- Foreign |
|
|
12,191 |
|
|
|
8,556 |
|
|
|
7,113 |
|
|
|
76,484 |
|
|
|
|
|
|
|
|
|
|
Sub total |
|
|
19,148 |
|
|
|
11,277 |
|
|
|
8,760 |
|
|
|
94,194 |
|
Deferred - Domestic |
|
|
1,283 |
|
|
|
(158) |
|
|
|
1,838 |
|
|
|
19,763 |
|
- Foreign |
|
|
(703) |
|
|
|
(388) |
|
|
|
354 |
|
|
|
3,807 |
|
|
|
|
|
|
|
|
|
|
Sub total |
|
|
580 |
|
|
|
(546) |
|
|
|
2,192 |
|
|
|
23,570 |
|
|
|
|
|
|
|
|
|
|
Consolidated provision for income taxes |
¥ |
|
19,728 |
|
¥ |
|
10,731 |
|
¥ |
|
10,952 |
|
$ |
|
117,764 |
|
|
|
|
|
|
|
|
|
|
|
Total income taxes were allocated as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
Yen in millions |
|
in thousands |
|
|
2008 |
|
2009 |
|
2010 |
|
2010 |
Net income |
¥ |
|
19,728 |
|
¥ |
|
10,731 |
|
¥ |
|
10,952 |
|
$ |
|
117,764 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
(107) |
|
|
|
(127) |
|
|
|
5 |
|
|
|
54 |
|
Net
unrealized holding gains (losses) on available-for sale securities |
|
|
(4,320) |
|
|
|
(2,066) |
|
|
|
1,639 |
|
|
|
17,624 |
|
Pension liability adjustment |
|
|
(2,549) |
|
|
|
(2,491) |
|
|
|
673 |
|
|
|
7,237 |
|
|
|
|
|
|
|
|
|
|
Total income taxes |
¥ |
|
12,752 |
|
¥ |
|
6,047 |
|
¥ |
|
13,269 |
|
$ |
|
142,679 |
|
F-20
The Company and its domestic subsidiaries are subject to a National Corporate tax of 30.0%,
an Inhabitant tax of approximately 5.6% and a deductible Enterprise tax of approximately 7.9%,
which in the aggregate resulted in a combined statutory income tax rate of approximately 40.3% for
the years ended March 31, 2008, 2009 and 2010.
A reconciliation of the combined statutory income tax rates to the effective income tax rates
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March, 31 |
|
|
|
2008 |
|
2009 |
|
2010 |
|
Combined statutory income tax rate in Japan |
|
|
40. |
3% |
|
|
40. |
3% |
|
|
40. |
3% |
Non-deductible expenses |
|
|
0. |
6 |
|
|
0. |
8 |
|
|
0. |
7 |
Non-taxable dividends received |
|
|
(0. |
1) |
|
|
(0. |
3) |
|
|
(0. |
1) |
Change in valuation allowance |
|
|
(0. |
4) |
|
|
0. |
1 |
|
|
5. |
0 |
Tax sparing impact |
|
|
(0. |
7) |
|
|
(3. |
0) |
|
|
(0. |
7) |
Effect of the foreign tax rate differential |
|
|
(11. |
1) |
|
|
(14. |
9) |
|
|
(14. |
2) |
Other, net |
|
|
1. |
2 |
|
|
1. |
1 |
|
|
1. |
7 |
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
29. |
8% |
|
|
24. |
1% |
|
|
32. |
7% |
|
|
|
|
|
|
|
|
According to the provisions of the tax treaties which have been concluded between Japan and 12
countries, Japanese corporations can claim a tax credit against Japanese income taxes on income
earned in one of those 12 countries, even though that income is exempted from income taxes or is
reduced by special tax incentive measures in those countries, as if no special exemption or
reduction were provided. The Company applied such tax sparing mainly to China with the indicated
tax reduction effect. The effect of the tax sparing resulted in a decrease of tax expense by
¥453 million or 0.7% and ¥1,337 million or 3.0% and ¥232 million or 0.7% for the years ended March
31, 2008, 2009 and 2010, respectively.
For the year ended March 31, 2008, an effect of the foreign tax rate differential of ¥ 7,334
million was recorded, which was attributable to a profit growth of subsidiaries. Due mainly to
this effect, the effective tax rate for the year ended March 31,
2008 was 29.8%, a decrease of 10.5% as compared with the statutory income tax rate of 40.3%.
For the year ended March 31, 2009, an effect of the foreign tax rate differential of ¥ 6,628
million was recorded, which was attributable to proportionately higher profits in the overseas
subsidiaries compared to those in the Company and domestic subsidiaries. Due mainly to this
effect, the effective tax rate for the year ended March 31, 2009 was 24.1%, a decrease of 16.2%
as compared with the statutory income tax rate of 40.3%.
For the year ended March 31, 2010, an effect of the foreign tax rate differential of ¥ 4,763
million was recorded, which was attributable to proportionately higher profits in the overseas
subsidiaries compared to those in the Company and domestic subsidiaries. Due mainly to this
effect, the effective tax rate for the year ended March 31, 2010 was 32.7%, a decrease of 7.6% as
compared with the statutory income tax rate of 40.3%.
F-21
The significant components of deferred income tax expense attributable to income before
income taxes for the years ended March 31, 2008, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
Yen in millions |
|
|
|
in thousands |
|
|
2008 |
|
2009 |
|
2010 |
|
|
2010 |
Deferred tax expense (exclusive of the effects of other components below) |
|
¥ |
765 |
|
|
¥ |
(546) |
|
|
¥ |
1,172 |
|
|
|
$ |
12,602 |
|
Increase (decrease) in beginning-of-the-year balance of the valuation
allowance for deferred tax assets |
|
|
(185) |
|
|
|
- |
|
|
|
1,020 |
|
|
|
|
10,968 |
|
|
|
¥ |
580 |
|
|
¥ |
(546) |
|
|
¥ |
2,192 |
|
|
|
$ |
23,570 |
|
Significant components of deferred income tax assets and liabilities as of March 31, 2009 and
2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
U.S. Dollars in thousands |
|
|
|
2009 |
|
2010 |
|
2010 |
Deferred income tax assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities and investment securities |
¥ |
|
2,854 |
|
¥ |
|
2,567 |
|
|
$ |
27,602 |
|
Accrued retirement and termination benefits |
|
|
2,423 |
|
|
|
1,310 |
|
|
|
14,086 |
|
Accrued expenses |
|
|
1,076 |
|
|
|
862 |
|
|
|
9,269 |
|
Inventories |
|
|
1,940 |
|
|
|
2,023 |
|
|
|
21,753 |
|
Property, plant and equipment |
|
|
2,028 |
|
|
|
2,308 |
|
|
|
24,817 |
|
Accrued payroll |
|
|
1,813 |
|
|
|
1,542 |
|
|
|
16,581 |
|
Net operating loss carryforwards |
|
|
602 |
|
|
|
1,044 |
|
|
|
11,226 |
|
Other |
|
|
1,976 |
|
|
|
1,952 |
|
|
|
20,989 |
|
|
|
|
|
|
|
|
|
Total gross deferred income tax assets |
|
|
14,712 |
|
|
|
13,608 |
|
|
|
146,323 |
|
Valuation allowance |
|
|
(329) |
|
|
|
(2,021) |
|
|
|
(21,731) |
|
|
|
|
|
|
|
|
|
Sub total |
|
|
14,383 |
|
|
|
11,587 |
|
|
|
124,592 |
|
Deferred income tax liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed earnings of overseas subsidiaries |
|
|
(449) |
|
|
|
(360) |
|
|
|
(3,871) |
|
Unrealized gain on available-for-sale securities |
|
|
(859) |
|
|
|
(2,500) |
|
|
|
(26,882) |
|
Property, plant and equipment |
|
|
(1,353) |
|
|
|
(1,395) |
|
|
|
(15,000) |
|
Other |
|
|
(6) |
|
|
|
(4) |
|
|
|
(43) |
|
|
|
|
|
|
|
|
|
Total gross deferred income tax liabilities |
|
|
(2,667) |
|
|
|
(4,259) |
|
|
|
(45,796) |
|
|
|
|
|
|
|
|
|
Net deferred income tax assets |
¥ |
|
11,716 |
|
¥ |
|
7,328 |
|
|
$ |
78,796 |
|
|
|
|
|
|
|
|
|
Net deferred income taxes are recorded in the consolidated balance sheets as follows: |
|
|
Yen in millions |
|
|
U.S. Dollars in thousands |
|
|
|
2009 |
|
2010 |
|
2010 |
|
Deferred income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
¥ |
|
7,264 |
|
¥ |
|
6,434 |
|
|
$ |
69,183 |
|
Investment and other assets |
|
|
5,050 |
|
|
|
1,611 |
|
|
|
17,323 |
|
Current liabilities |
|
|
(50) |
|
|
|
(40) |
|
|
|
(430) |
|
Long-term liabilities |
|
|
(548) |
|
|
|
(677) |
|
|
|
(7,280) |
|
|
|
|
|
|
|
|
|
Total |
¥ |
|
11,716 |
|
¥ |
|
7,328 |
|
|
$ |
78,796 |
|
|
|
|
|
|
|
|
|
F-22
In assessing the realizability of deferred income tax assets, Makita considers whether it is more
likely than not that some portion or all of the deferred income tax assets will not be realized.
The ultimate realization of deferred income tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become deductible and net
operating loss carryforwards are utilizable. Makita considers the scheduled reversal of deferred
income tax liabilities, projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections for future taxable
income over the periods in which the deferred income tax assets are deductible, Makita believes it
is more likely than not that the benefits of these deductible differences and net operating loss
carryforwards, net of the existing valuation allowance, will be realized. The actual amount of the
deferred income tax assets realizable, however, would be reduced if estimates of future taxable
income during the carryforward period are not achieved. Makita has recorded a valuation allowance
of ¥ 2,021 million ($21,731 thousand) as of March 31, 2010 against certain deferred income tax
assets. This is mainly because the Company does not expect to have sufficient future profits to
realize its foreign tax credit carryforwards that will expire within 3 years. The Company expects
to face ongoing sluggish economy longer than the Company had expected in the fiscal year ended March
31, 2009. As of March 31, 2010, certain subsidiaries had net operating loss carryforwards for
income tax purposes of ¥ 3,263 million ($35,086 thousand) which are available to offset future
taxable income, if any. The net operating loss carry forwards will expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
in thousands |
Within 5 years |
|
¥ |
241 |
|
|
$ |
2,591 |
|
6 to 20 years |
|
|
1,505 |
|
|
|
16,183 |
|
Indefinite |
|
|
1,517 |
|
|
|
16,312 |
|
|
|
|
|
|
|
|
Total |
|
¥ |
3,263 |
|
|
$ |
35,086 |
|
|
|
|
|
|
|
|
As of March 31, 2010, Makita had foreign tax credit carryforwards for income tax purposes of
¥ 1,725 million ($18,548 thousand) which are available to reduce future income taxes payable, if
any. The foreign tax credit carryforwards will expire within 3 years.
Income taxes have not been accrued on undistributed earnings of domestic subsidiaries as the
tax law provides a means by which the investment in a domestic subsidiary can be recovered tax
free.
Makita has not recognized deferred tax liabilities for certain portions of undistributed
earnings of foreign subsidiaries in the total amount of ¥ 125,540 million ($1,349,892 thousand)
as of March 31, 2010 because Makita considers these earnings to be indefinitely reinvested, and
the calculation of the unrecognized deferred tax liabilities is not practicable.
Makita adopted ASC 740 Accounting for Uncertainty in Income Taxes on April 1, 2007. The
unrecognized tax benefits as of April 1, 2007 and for the years ended March 31, 2008, 2009 and
2010 were neither material nor expected to significantly increase or decrease within 12 months
period subsequent to March 31, 2010. Makita classifies penalties and interest related to
unrecognized tax benefits, if any, in provision for income taxes, and the total amounts of
penalties and interest related to unrecognized tax benefits recorded were not material as of April
1, 2007 and for the years ended March 31, 2008, 2009 and 2010. Makita conducts business globally
and, as a result, the Company and its subsidiaries file income tax returns in various
jurisdictions all over the world. The Company will no longer be subject to income tax examinations
for the periods prior to the fiscal year ended March 31, 2009,
and its subsidiaries in the United States will remain subject to federal income tax examinations for the periods
beginning in the fiscal year ended March 31, 2006 (except for
the fiscal year from April 1, 2007 to March
31, 2008, which has already been subjected to a previous tax
examination).
F-23
10. RETIREMENT AND TERMINATION BENEFIT PLANS
The Company and certain of its subsidiaries have various contributory and noncontributory
employee benefit plans covering substantially all of their employees. Under the plans, employees
are entitled to lump-sum payments at the time of termination or retirement, or to pension
payments. A domestic noncontributory plan covers substantially all of the employees of the
Company.
The amounts of lump-sum or pension payments under the plans are generally determined on the
basis of length of service and remuneration at the time of termination or retirement.
The net periodic pension costs of the defined benefit plans for the years ended March 31,
2008, 2009 and 2010 consisted of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
in thousands |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
Service cost-benefit earned during the
year |
|
¥ |
1,410 |
|
|
¥ |
1,525 |
|
|
¥ |
1,282 |
|
|
$ |
13,785 |
|
Interest cost on projected benefit
obligation |
|
|
927 |
|
|
|
906 |
|
|
|
902 |
|
|
|
9,699 |
|
Expected return on plan assets |
|
|
(1,459) |
|
|
|
(1,444) |
|
|
|
(1,114) |
|
|
|
(11,978) |
|
Amortization of prior service cost |
|
|
(215) |
|
|
|
(206) |
|
|
|
(208) |
|
|
|
(2,237) |
|
Amortization of net transition obligation |
|
|
37 |
|
|
|
4 |
|
|
|
- |
|
|
|
- |
|
Recognized actuarial loss |
|
|
414 |
|
|
|
191 |
|
|
|
180 |
|
|
|
1,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension costs |
|
¥ |
1,114 |
|
|
¥ |
976 |
|
|
¥ |
1,042 |
|
|
$ |
11,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss and amortization of prior service cost will be amortized from accumulated
other comprehensive income into net periodic benefit cost over the next fiscal year are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
in thousands |
|
|
2011 |
|
2011 |
Net actuarial loss |
|
¥ |
287 |
|
|
$ |
3,086 |
|
Amortization of prior service cost |
|
|
(208) |
|
|
|
(2,237) |
|
F-24
Reconciliations of beginning and ending balances of the benefit obligations and the fair value
of the plan assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
|
Yen in millions |
|
|
|
in thousands |
|
|
|
2009 |
|
2010 |
|
|
|
2010 |
Change on benefit obligation: |
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year |
|
¥ |
38,898 |
|
|
¥ |
36,854 |
|
|
$ |
396,280 |
|
Service cost |
|
|
1,525 |
|
|
|
1,282 |
|
|
|
13,785 |
|
Interest cost |
|
|
906 |
|
|
|
902 |
|
|
|
9,699 |
|
Plan amendment |
|
|
(3) |
|
|
|
35 |
|
|
|
376 |
|
Actuarial (gain) loss |
|
|
(1,636) |
|
|
|
804 |
|
|
|
8,645 |
|
Benefits paid |
|
|
(2,282) |
|
|
|
(1,888) |
|
|
|
(20,301) |
|
Foreign exchange impact |
|
|
(554) |
|
|
|
(91) |
|
|
|
(979) |
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at end of year |
|
|
36,854 |
|
|
|
37,898 |
|
|
|
407,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
35,052 |
|
|
|
29,622 |
|
|
|
318,516 |
|
Actual return on plan assets |
|
|
(6,350) |
|
|
|
3,556 |
|
|
|
38,237 |
|
Employer contributions |
|
|
2,961 |
|
|
|
2,490 |
|
|
|
26,774 |
|
Benefits paid |
|
|
(1,974) |
|
|
|
(1,729) |
|
|
|
(18,591) |
|
Foreign exchange impact |
|
|
(67) |
|
|
|
(10) |
|
|
|
(108) |
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
29,622 |
|
|
|
33,929 |
|
|
|
364,828 |
|
|
|
|
|
|
|
|
|
|
|
Underfunded status |
|
|
(7,232) |
|
|
|
(3,969) |
|
|
|
(42,677) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive income consisted of: |
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
|
15,346 |
|
|
|
13,513 |
|
|
|
145,301 |
|
Prior service cost |
|
|
(2,372) |
|
|
|
(2,142) |
|
|
|
(23,032) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,974 |
|
|
|
11,371 |
|
|
|
122,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the consolidated balance sheet consisted of: |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
(116) |
|
|
|
(191) |
|
|
|
(2,053) |
|
Non-current liabilities |
|
|
(7,116) |
|
|
|
(3,778) |
|
|
|
(40,624) |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
(7,232) |
|
|
¥ |
(3,969) |
|
|
$ |
(42,677) |
|
Measurement date
The Company uses a March 31 measurement date for all of its plans.
The accumulated benefit obligation for all defined benefit plans was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
U.S. Dollars in thousands |
|
|
2009 |
|
2010 |
|
2010 |
Accumulated benefit obligation |
|
|
¥ 33,084 |
|
|
|
¥ 33,478 |
|
|
|
$ 359,978 |
|
F-25
Assumptions
The weighted-average assumptions used to determine benefit obligations at March 31, 2009 and 2010
were as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
2010 |
Discount rate |
|
|
2.5 |
% |
|
|
2.3 |
% |
Assumed rate of increase in future compensation levels |
|
|
2.8 |
% |
|
|
2.8 |
% |
The weighted-average assumptions used to determine net periodic pension cost for each of the years
in the three-year period ended March 31, 2010, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
Discount rate |
|
|
2.5 |
% |
|
|
2.4 |
% |
|
|
2.5 |
% |
Assumed rate of increase in future compensation
levels |
|
|
3.3 |
% |
|
|
3.3 |
% |
|
|
2.8 |
% |
Expected long-term rate of return on plan assets |
|
|
4.2 |
% |
|
|
3.8 |
% |
|
|
2.9 |
% |
The discount rate is determined by average coming service years and average payment period
using an approximated curve developed from the rate of high quality corporate bonds with grade AA
or better and long-term government securities as of measurement date.
The pension funds expected long-term rate-of-return-on-assets assumption is derived from a
review of actual historical returns achieved and anticipated future long-term performance of
individual asset classes.
Plan Assets
The target allocations by asset class are as follows:
|
|
|
|
|
|
Asset Class: |
|
Target |
|
|
|
Allocations |
|
Equity securities |
|
|
26.0 |
|
% |
Debt securities |
|
|
50.0 |
|
|
Life insurance company general accounts |
|
|
16.0 |
|
|
Short-term assets |
|
|
2.0 |
|
|
Alternative investments |
|
|
6.0 |
|
|
|
|
|
|
Total |
|
|
100 |
|
% |
|
|
|
|
The overall objective of Makitas pension assets is to earn a rate of return to satisfy the
benefit obligations of the pension plans and to pay benefits. In order to meet this objective,
Makita determines an optimal asset mix from a three-to-five years medium and long-term
standpoint. To avoid a sharp decline in the future, Makita update the asset mix as necessary based
on risk monitoring. Makita has an acceptable divergence indicator of the asset mix, the proportion
of the temporary asset allocations will be updated promptly when the divergence occurred.
Makita determined the mix of equity securities and debt securities after taking into
consideration the expected long-term yield on pension assets. To decide whether changes in the
basic portfolio are necessary, Makita examines the divergence between the expected long-term
income and the actual income from the portfolio on an annual basis. Makita revises the portfolio
when it is deemed necessary to reach the expected long-term yield. The plans equity securities
include common stock of the Company in the amount of ¥ 2 million ($21 thousand) at March 31,
2010.
F-26
The fair values of Makitas pension plan assets at March 31, 2010, by asset class, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2010 |
|
Yen in millions |
|
|
|
U.S. Dollars in thousands |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
Equity securities: |
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Demestic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
|
2,315 |
|
|
|
- |
|
|
|
- |
|
|
|
24,892 |
|
|
|
- |
|
|
|
- |
|
Securities (commingled funds) |
|
|
- |
|
|
|
2,739 |
|
|
|
- |
|
|
|
- |
|
|
|
29,452 |
|
|
|
- |
|
Overseas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
|
1,174 |
|
|
|
- |
|
|
|
- |
|
|
|
12,624 |
|
|
|
- |
|
|
|
- |
|
Securities (commingled funds) |
|
|
- |
|
|
|
3,346 |
|
|
|
- |
|
|
|
- |
|
|
|
35,978 |
|
|
|
- |
|
Debt securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government bonds |
|
|
- |
|
|
|
674 |
|
|
|
- |
|
|
|
- |
|
|
|
7,247 |
|
|
|
- |
|
Commingled funds |
|
|
- |
|
|
|
9,394 |
|
|
|
- |
|
|
|
- |
|
|
|
101,011 |
|
|
|
- |
|
Overseas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government bonds |
|
|
- |
|
|
|
772 |
|
|
|
- |
|
|
|
- |
|
|
|
8,301 |
|
|
|
- |
|
Commingled funds |
|
|
- |
|
|
|
4,947 |
|
|
|
- |
|
|
|
- |
|
|
|
53,194 |
|
|
|
- |
|
Life insurance company general
accounts |
|
|
- |
|
|
|
4,996 |
|
|
|
- |
|
|
|
- |
|
|
|
53,720 |
|
|
|
- |
|
Short-term assets |
|
|
1,767 |
|
|
|
- |
|
|
|
- |
|
|
|
19,000 |
|
|
|
- |
|
|
|
- |
|
Alternative investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
Commodity |
|
|
150 |
|
|
|
- |
|
|
|
- |
|
|
|
1,613 |
|
|
|
- |
|
|
|
- |
|
Commingled funds |
|
|
- |
|
|
|
1,655 |
|
|
|
- |
|
|
|
- |
|
|
|
17,796 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
5,406 |
|
|
¥ |
28,523 |
|
|
¥ |
- |
|
|
$ |
58,129 |
|
|
$ |
306,699 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic and overseas equity securities consist primarily of stocks that are listed on the
securities exchanges. Debt securities consist primarily of domestic and overseas government and
municipal bonds. Short term assets consist primarily of bank deposits with a short term maturity
Level 1 assets are comprised principally of equity securities and government bonds which
are valued based on quoted prices in active markets for identical assets. Level 2 assets are
comprised principally of commingled funds that invest in equity and debt securities, investments
in life insurance company general accounts and alternative investments. See note 16 for additional
information about fair value hierarchies and valuation techniques.
Debt securities selection, Makita has a good research and analysis on issuance conditions,
such as rating, coupon, maturity date, and issuer. Makita appropriately diversified investment by maturity and issuer.
The equity securities are selected primarily from stocks that are listed on securities
exchanges. Makita has a good research and analysis on the business scope and growth potential of
investment companies, and appropriately diversified investments by type of industry. Regarding to
investments in overseas investment vehicles, Makita has investigated the political stability and
the economic stability of the investment market, the market characteristics such as settlement
systems and the taxation systems. For each such investment, Makita has selected the appropriate
investment country and currency. For commingled funds, Makita selected those that have a defined
investment objects and operating style to invest. Makita also has alternative investment on
J-REIT, G-REIT, commodities and market-neutral.
F-27
Information for pension plans with an accumulated benefit obligation in excess of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
|
in thousands |
|
|
|
2009 |
|
|
2010 |
|
|
2010 |
Projected benefit obligation |
|
¥ |
36,854 |
|
|
¥ |
3,752 |
|
|
$ |
40,344 |
|
Accumulated benefit obligation |
|
|
33,084 |
|
|
|
3,665 |
|
|
|
39,409 |
|
Fair value of plan assets |
|
|
29,622 |
|
|
|
364 |
|
|
|
3,914 |
|
Accumulated benefit
obligation in excess of plan
assets |
|
¥ |
3,462 |
|
|
¥ |
3,301 |
|
|
$ |
35,495 |
|
Cash flows
Contributions:
Makita expects to contribute ¥ 2,475 million ($26,613 thousand) to its domestic and foreign
defined benefit plans in the fiscal year ending March 31, 2011.
Estimated future benefit payments
At March 31, 2010, the benefits expected to be paid in each of the next five fiscal years,
and in the aggregate for the five fiscal years thereafter are as follows:
|
|
|
|
|
|
|
|
|
Year ending March 31, |
|
|
|
|
|
U.S. Dollars |
|
|
|
Yen in millions |
|
in thousands |
2011 |
|
¥ |
1,935 |
|
|
$ |
20,806 |
|
2012 |
|
|
1,877 |
|
|
|
20,183 |
|
2013 |
|
|
1,936 |
|
|
|
20,817 |
|
2014 |
|
|
1,799 |
|
|
|
19,344 |
|
2015 |
|
|
1,788 |
|
|
|
19,226 |
|
2016-2020 |
|
|
9,233 |
|
|
|
99,280 |
|
|
|
|
|
|
|
|
Total |
|
¥ |
18,568 |
|
|
$ |
199,656 |
|
|
|
|
|
|
|
|
Certain foreign subsidiaries have defined contribution plans. The total expenses charged to
income under these plans were ¥ 270 million, ¥ 229 million and ¥ 188 million ($2,022 thousand)
for the years ended March 31, 2008, 2009 and 2010, respectively.
The Company has unfunded retirement allowance programs for the Directors and the Statutory
Auditors. Under such programs, the aggregate amount set aside as retirement allowances for the
Directors and the Statutory Auditors were ¥ 450 million and ¥ 384 million ($4,129 thousand) as of
March 31, 2009 and 2010, respectively, which is included in other liabilities in the accompanying
balance sheets. This Executive retirement and termination allowances program was abolished by the
Annual General Meeting of Shareholders held in June 2006. The aggregate amount set aside will be
paid to the Directors and the Statutory Auditors when they retire.
F-28
11. SHORT-TERM BORROWINGS AND LONG-TERM INDEBTEDNESS
As of March 31, 2009 and 2010, short-term borrowings consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
U.S. Dollars in thousands |
|
|
2009 |
|
2010 |
|
2010 |
Bank borrowings |
|
¥ |
110 |
|
|
¥ |
105 |
|
|
$ |
1,129 |
|
Current maturities
of long-term
indebtedness |
|
|
129 |
|
|
|
280 |
|
|
|
3,011 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
239 |
|
|
¥ |
385 |
|
|
$ |
4,140 |
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings, excluding current maturities of long-term indebtedness, consisted
primarily of bank borrowings of overseas subsidiaries denominated in foreign currencies.
As of March 31, 2009 and 2010, the weighted average interest rate on short term bank
borrowings was 8.0% and 4.1%, respectively.
Certain subsidiaries of the Company had unused lines of credit available for immediate
short-term borrowings without restrictions amounting to ¥ 15,969 million and ¥ 14,121 million
($151,839 thousand) as of March 31, 2009 and 2010, respectively.
As of March 31, 2009 and 2010, long-term indebtedness consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions |
|
|
in thousands |
|
|
2009 |
|
|
2010 |
|
|
2010 |
1.9% (weighted average rate) unsecured loans from banks,
due 2012 |
|
¥ |
500 |
|
|
¥ |
500 |
|
|
$ |
5,376 |
|
Capital lease obligations (see Note 3 (g)) |
|
|
447 |
|
|
|
324 |
|
|
|
3,484 |
|
Less- Current maturities included in short-term borrowings |
|
|
(129) |
|
|
|
(280) |
|
|
|
(3,011) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
818 |
|
|
¥ |
544 |
|
|
$ |
5,849 |
|
|
|
|
|
|
|
|
|
|
|
There were no covenants or cross default provisions under the Makitas financing
arrangements. Furthermore, there were no subsidiary level dividend restrictions under the
financing arrangements.
The aggregate annual maturities of long-term indebtedness subsequent to March 31, 2010 are as
summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
Year ending March 31, |
|
Yen in millions |
|
in thousands |
2011 |
|
¥ |
280 |
|
|
$ |
3,011 |
|
2012 |
|
|
528 |
|
|
|
5,677 |
|
2013 |
|
|
13 |
|
|
|
140 |
|
2014 |
|
|
3 |
|
|
|
32 |
|
2015 |
|
|
- |
|
|
|
- |
|
2016 and after |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
Total |
|
¥ |
824 |
|
|
$ |
8,860 |
|
|
|
|
|
|
|
|
F-29
12. SHAREHOLDERS EQUITY
At the Board of Directors meeting held on April 30, 2008 and October 31, 2008, the Company
authorized the repurchase of shares of its common stock pursuant to Article 156 of the Companies
Act of Japan, as applied pursuant to Paragraph 3, Article 165 of the Companies Act of Japan,
6,000,000 shares of treasury stock were repurchased during the fiscal year ended March 31, 2009.
Further at the Board of Directors meeting held on January 30, 2009, the Company decided
to retire the treasury stock pursuant to the provisions of Article 178 of the Companies Act of
Japan. 4,000,000 shares of treasury stock were retired during the fiscal year ended March 31,
2009.
The Companies Act of Japan provides that an amount equal to 10% of distributions from
retained earnings paid by the Company should be appropriated as capital reserve or earned reserve
(hereinafter called reserve). No further appropriations are required when the total amount of the
reserve exceed 25% of capital stock.
After shareholders approval of the declaration of a cash dividend in the amount of ¥ 5,097
million at the annual meeting of shareholders to be held on June 25, 2010 based on a
resolution of the Board of Directors, cash dividends will be paid to shareholders of record as
of March 31, 2010. The declaration of this dividend has not been reflected in the consolidated
financial statements as of March 31, 2010.
The amount of retained earnings available for dividends distribution is recorded in the
Companys non-consolidated books and amounted to ¥ 129,513 million ($1,393 million) as of
March 31, 2010.
13. OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss) as of March 31, 2008, 2009 and 2010, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
|
Yen in millions |
|
|
in thousands |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
Foreign currency translation adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
2,764 |
|
|
¥ |
(7,510) |
|
|
¥ |
(35,561) |
|
|
$ |
(382,376) |
|
Adjustments to for the year |
|
|
(10,274) |
|
|
|
(28,051) |
|
|
|
(2,931) |
|
|
|
(31,516) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
(7,510) |
|
|
|
(35,561) |
|
|
|
(38,492) |
|
|
|
(413,892) |
|
Net unrealized holding gains on
available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
10,280 |
|
|
|
3,885 |
|
|
|
820 |
|
|
|
8,817 |
|
Adjustments to for the year |
|
|
(6,395) |
|
|
|
(3,065) |
|
|
|
2,430 |
|
|
|
26,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
3,885 |
|
|
|
820 |
|
|
|
3,250 |
|
|
|
34,946 |
|
Pension liability adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
(347) |
|
|
|
(4,032) |
|
|
|
(7,720) |
|
|
|
(83,011) |
|
Adjustments to for the year |
|
|
(3,685) |
|
|
|
(3,688) |
|
|
|
930 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
(4,032) |
|
|
|
(7,720) |
|
|
|
(6,790) |
|
|
|
(73,011) |
|
Total other accumulated comprehensive
income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
12,697 |
|
|
|
(7,657) |
|
|
|
(42,461) |
|
|
|
(456,570) |
|
Adjustments to for the year |
|
|
(20,354) |
|
|
|
(34,804) |
|
|
|
429 |
|
|
|
4,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
(7,657) |
|
|
¥ |
(42,461) |
|
|
¥ |
(42,032) |
|
|
$ |
(451,957) |
|
F-30
Tax effects allocated to each component of other comprehensive income were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
|
Pretax |
|
|
Tax benefit |
|
|
Net of tax |
|
|
|
amount |
|
|
(expense) |
|
|
amount |
For the year ended March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
¥ |
(10,381) |
|
|
¥ |
107 |
|
|
¥ |
(10,274) |
|
Unrealized holding losses on available-for- sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses arising during the year |
|
|
(12,099) |
|
|
|
4,878 |
|
|
|
(7,221) |
|
Less-Reclassification adjustment for gains realized in
net income |
|
|
1,384 |
|
|
|
(558) |
|
|
|
826 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(10,715) |
|
|
|
4,320 |
|
|
|
(6,395) |
|
Pension liability adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses arising during the year |
|
|
(6,470) |
|
|
|
2,633 |
|
|
|
(3,837) |
|
Less-Reclassification adjustment for gains realized in
net income |
|
|
236 |
|
|
|
(84) |
|
|
|
152 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(6,234) |
|
|
|
2,549 |
|
|
|
(3,685) |
|
Other comprehensive losses |
|
¥ |
(27,330) |
|
|
¥ |
6,976 |
|
|
¥ |
(20,354) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
¥ |
(28,178) |
|
|
¥ |
127 |
|
|
¥ |
(28,051) |
|
Unrealized holding losses on available-for- sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses arising during the year |
|
|
(8,679) |
|
|
|
3,497 |
|
|
|
(5,182) |
|
Less-Reclassification adjustment for gains realized in
net income |
|
|
3,548 |
|
|
|
(1,431) |
|
|
|
2,117 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(5,131) |
|
|
|
2,066 |
|
|
|
(3,065) |
|
Pension liability adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses arising during the year |
|
|
(6,168) |
|
|
|
2,487 |
|
|
|
(3,681) |
|
Less-Reclassification adjustment for gains realized in
net income |
|
|
(11) |
|
|
|
4 |
|
|
|
(7) |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(6,179) |
|
|
|
2,491 |
|
|
|
(3,688) |
|
Other comprehensive losses |
|
¥ |
(39,488) |
|
|
¥ |
4,684 |
|
|
¥ |
(34,804) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
¥ |
(2,926) |
|
|
¥ |
(5) |
|
|
¥ |
(2,931) |
|
Unrealized holding gains on available-for- sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the year |
|
|
4,343 |
|
|
|
(1,750) |
|
|
|
2,593 |
|
Less-Reclassification adjustment for gains realized in
net income |
|
|
(274) |
|
|
|
111 |
|
|
|
(163) |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains |
|
|
4,069 |
|
|
|
(1,639) |
|
|
|
2,430 |
|
Pension liability adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the year |
|
|
1,622 |
|
|
|
(682) |
|
|
|
940 |
|
Less-Reclassification adjustment for gains realized in
net income |
|
|
(19) |
|
|
|
9 |
|
|
|
(10) |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains |
|
|
1,603 |
|
|
|
(673) |
|
|
|
930 |
|
Other comprehensive gains |
|
¥ |
2,746 |
|
|
¥ |
(2,317) |
|
|
¥ |
429 |
|
F-31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars in thousands |
|
|
|
Pretax |
|
|
Tax benefit |
|
|
Net of tax |
|
|
|
amount |
|
|
(expense) |
|
|
amount |
|
|
|
|
For the year ended March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
$ |
(31,462) |
|
|
$ |
(54) |
|
|
$ |
(31,516) |
|
Unrealized holding gains on available-for- sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the year |
|
|
46,699 |
|
|
|
(18,817) |
|
|
|
27,882 |
|
Less-Reclassification adjustment for gains realized in
net income |
|
|
(2,946) |
|
|
|
1,193 |
|
|
|
(1,753) |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains |
|
|
43,753 |
|
|
|
(17,624) |
|
|
|
26,129 |
|
Pension liability adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the year |
|
|
17,441 |
|
|
|
(7,333) |
|
|
|
10,108 |
|
Less-Reclassification adjustment for gains realized in
net income |
|
|
(204) |
|
|
|
96 |
|
|
|
(108) |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains |
|
|
17,237 |
|
|
|
(7,237) |
|
|
|
10,000 |
|
Other comprehensive gains |
|
$ |
29,528 |
|
|
$ |
(24,915) |
|
|
$ |
4,613 |
|
14. EARNINGS PER SHARE
Basic earnings per share computations are as follows. There were no diluted effects during the
fiscal years ended March 31, 2008, 2009 and 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
|
Yen in millions |
|
|
in thousands |
|
Numerator |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
2010 |
Net income available to common share holders- Basic |
|
¥ |
46,043 |
|
|
¥ |
33,286 |
|
|
¥ |
22,258 |
|
|
$ |
239,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
Number of shares |
|
|
|
|
|
Weighted average common
shares outstanding-
Basic |
|
|
143,749,824 |
|
|
|
140,518,582 |
|
|
|
137,762,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
Earning per share- Basic |
|
¥ |
320.3 |
|
|
¥ |
236.9 |
|
|
¥ |
161.6 |
|
|
$ |
1.74 |
|
15. COMMITMENTS AND CONTINGENT LIABILITIES
At March 31, 2010, the Company was contingently liable as a guarantor for housing and
education loans to employees in the amount of ¥ 8 million ($86 thousand). The Company will be
required to satisfy the outstanding loan commitments of certain employees in the event those
employees are not able to fulfill their repayment obligations. The fair value of the liabilities
for the Companys obligations under the guarantees described above as of March 31, 2010, was
insignificant.
Makitas purchase obligations, mainly for raw materials, were ¥ 7,609 million ($81,817
thousand) as of March 31, 2010.
Makita is involved in various claims and legal actions arising in the ordinary course of
business. In the opinion of management, the ultimate disposition of these matters will not have a
material adverse effect on Makitas consolidated financial position, results of operations, or
cash flows.
Makita made rental payments of ¥ 2,132 million, ¥ 2,207 million and ¥ 2,264 million ($24,344
thousand) under cancelable and noncancelable operating lease agreements for offices, warehouses,
automobiles and office equipment during the years ended March 31, 2008, 2009 and 2010,
respectively.
F-32
The minimum rental payments required under noncancelable operating lease agreements as of
March 31, 2010, were as follows:
|
|
|
|
|
Year ending March 31, |
|
Yen in millions |
2011 |
|
¥ |
840 |
|
2012 |
|
|
545 |
|
2013 |
|
|
410 |
|
2014 |
|
|
329 |
|
2015 |
|
|
244 |
|
2016 and after |
|
|
397 |
|
|
|
|
|
Total |
|
¥ |
2,765 |
|
|
|
|
|
Makita generally guarantees the performance of products delivered and services rendered for a
certain period or term. Estimates for product warranty cost are made based on historical warranty
claim experience. The change in accrued product warranty cost for the years ended March 31, 2008,
2009 and 2010 was summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
|
Yen in millions |
|
|
in thousands |
|
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
Balance at beginning of year |
|
¥ |
1,306 |
|
|
¥ |
1,964 |
|
|
¥ |
1,677 |
|
|
$ |
18,032 |
|
Addition |
|
|
2,117 |
|
|
|
1,648 |
|
|
|
1,484 |
|
|
|
15,957 |
|
Utilization |
|
|
(1,357) |
|
|
|
(1,593) |
|
|
|
(1,373) |
|
|
|
(14,763) |
|
Foreign exchange impact |
|
|
(102) |
|
|
|
(342) |
|
|
|
47 |
|
|
|
505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
¥ |
1,964 |
|
|
¥ |
1,677 |
|
|
¥ |
1,835 |
|
|
$ |
19,731 |
|
16. FAIR VALUE MEASUREMENTS
ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted market prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:
Level 1: Inputs are quoted prices in active markets for identical assets or liabilities that
the Company has the ability to access at the measurement date.
Level 2: Inputs are inputs other than quoted prices included in Level 1 that are observable
for the asset or liability, either directly or indirectly.
Level 3: Inputs are unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which a fair values measurement in its entirety
falls is based on the lowest level input that is significant to the fair value measurement in its
entirety.
F-33
The following table presents the placement in the fair value hierarchy of Makitas assets
and liabilities that are measured at fair value on a recurring basis as of March 31, 2009 and
2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2009 |
|
Yen in millions |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
Assets: |
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
|
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and bank debt securities |
|
|
- |
|
|
|
1,014 |
|
|
|
- |
|
Investments in trusts |
|
|
4,175 |
|
|
|
1,715 |
|
|
|
- |
|
MMF and FFF |
|
|
- |
|
|
|
20,908 |
|
|
|
- |
|
Marketable equity securities |
|
|
1,308 |
|
|
|
- |
|
|
|
- |
|
Derivatives |
|
|
- |
|
|
|
119 |
|
|
|
- |
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
|
- |
|
|
|
1 |
|
|
|
- |
|
Marketable equity securities |
|
|
9,488 |
|
|
|
- |
|
|
|
- |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
|
¥ |
- |
|
|
¥ |
(1,288) |
|
|
¥ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2010 |
|
Yen in millions |
|
|
U.S. Dollars in thousands |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
Assets: |
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and bank debt securities |
|
|
- |
|
|
|
583 |
|
|
|
- |
|
|
|
- |
|
|
|
6,269 |
|
|
|
- |
|
Investments in trusts |
|
|
3,648 |
|
|
|
1,332 |
|
|
|
- |
|
|
|
39,226 |
|
|
|
14,323 |
|
|
|
- |
|
MMF and FFF |
|
|
- |
|
|
|
25,700 |
|
|
|
- |
|
|
|
- |
|
|
|
276,344 |
|
|
|
- |
|
Marketable equity securities |
|
|
1,576 |
|
|
|
- |
|
|
|
- |
|
|
|
16,946 |
|
|
|
- |
|
|
|
- |
|
Derivatives |
|
|
- |
|
|
|
25 |
|
|
|
- |
|
|
|
- |
|
|
|
269 |
|
|
|
- |
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity securities |
|
|
12,643 |
|
|
|
- |
|
|
|
- |
|
|
|
135,947 |
|
|
|
- |
|
|
|
- |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
|
¥ |
- |
|
|
¥ |
(305) |
|
|
¥ |
- |
|
|
$ |
- |
|
|
$ |
(3,280) |
|
|
$ |
- |
|
Level 1: Short-term investments are comprised principally of investment in trusts. Investments
is comprised of marketable equity securities. They are valued using an unadjusted quoted
market price in active markets with sufficient volume and frequency of transactions.
Level 2: Investments in trusts are comprised principally of domestic stock investment fund,
domestic bond investment fund, and international investment fund, which are estimated by
using observable inputs, such as net asset value. Almost all investments in trust can be
liquidated within 30 days.
MMF and FFF are acronyms for Money Management Funds and Free Financial Funds. They are
comprised principally of domestic public bond, domestic corporate bond, commercial paper,
international public bond and international corporate bond, which are operated to accrue
stable capital gain.
Derivatives are comprised principally of foreign currency contracts and currency swaps,
which are estimated by using observable market inputs, such as foreign currency exchange
rates, interest rate and volatility.
F-34
17. DERIVATIVES AND HEDGING ACTIVITIES
(a) Risk management policy
Makita is exposed to market risks, such as changes in currency exchange rates and interest
rates. Derivative financial instruments are comprised principally of foreign exchange contracts,
currency swaps and currency options contractsutilized by the Company and certain of its
subsidiaries to reduce these risks. Makita does not use derivative instruments for trading or
speculation purpose.
Makita is also exposed to a risk of credit-related losses in the event of nonperformance by
counter parties to the financial instrument contracts; however it is not expected that any
counter parties will fail to meet their obligations, because the contracts are diversified among
a number of major internationally recognized credit worthy financial institutions.
(b) Foreign currency exchange rate risk management
Makita operates internationally, giving rise to significant exposures to market risks from
changes in foreign exchange rates, and enters into forward exchange contracts, currency swaps and
currency options to hedge the foreign currency exposure.
These derivative instruments are principally intended to protect against foreign exchange
exposure related to intercompany transfer of inventories and financing activities.
The derivative instruments as of March 31, 2010 were as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
Asset Derivatives |
|
Liability Derivatives |
Derivatives not designated as |
|
|
Balance sheet |
|
|
|
|
|
|
Balance sheet |
|
|
|
hedging instruments |
|
|
Location |
|
|
Fair value |
|
|
Location |
|
|
Fair value |
Foreign currency contracts |
|
Other current assets |
|
¥ |
25 |
|
|
Other liabilities |
|
¥ |
301 |
|
Currency option contracts |
|
Other current assets |
|
|
- |
|
|
Other liabilities |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
¥ |
25 |
|
|
|
|
|
|
¥ |
305 |
|
|
|
|
U.S. Dollars in thousands |
|
|
Asset Derivatives |
|
Liability Derivatives |
Derivatives not designated as |
|
|
Balance sheet |
|
|
|
|
|
|
Balance sheet |
|
|
|
hedging instruments |
|
|
Location |
|
|
Fair value |
|
|
Location |
|
|
Fair value |
Foreign currency contracts |
|
Other current assets |
|
$ |
269 |
|
|
Other liabilities |
|
$ |
3,237 |
|
Currency option contracts |
|
Other current assets |
|
|
- |
|
|
Other liabilities |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
269 |
|
|
|
|
|
|
$ |
3,280 |
|
F-35
The amount of gain or (loss) recognized in income on derivative for the year ended March 31,
2010 was as follows.
Amount of gain (loss) recognized in income on derivative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
U.S. Dollars in thousands |
Derivatives not designated |
|
Location of gain (loss) |
|
Amount of gain (loss) |
|
Amount of gain (loss) |
as hedging instruments |
|
recognized in income |
|
recognized in income on |
|
recognized in income on |
|
|
on derivative |
|
derivative |
|
derivative |
|
|
|
|
|
|
2010 |
|
2010 |
Foreign currency contracts |
|
Exchange gains (losses) |
|
¥ |
565 |
|
|
$ |
6,075 |
|
Currency swaps |
|
Exchange gains (losses) |
|
|
321 |
|
|
|
3,452 |
|
Currency option contracts |
|
Exchange gains (losses) |
|
|
3 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
¥ |
889 |
|
|
$ |
9,559 |
|
Total gross notional amounts for outstanding derivatives (recorded at fair value) were as
follows:
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
U.S. Dollars in thousands |
|
|
2010 |
|
2010 |
Foreign currency contracts |
|
¥ |
14,544 |
|
|
$ |
156,388 |
|
Currency swaps |
|
|
- |
|
|
|
- |
|
Currency option contracts |
|
|
176 |
|
|
|
1,892 |
|
|
|
|
|
|
|
|
Total |
|
¥ |
14,720 |
|
|
$ |
158,280 |
|
The notional amounts for Foreign currency contracts, Foreign currency swaps and Currency
option contracts, presented by currency, were as follows:
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
U.S. Dollars in thousands |
|
|
2010 |
|
2010 |
U.S. Dollars |
|
¥ |
9,277 |
|
|
$ |
99,753 |
|
Euro |
|
|
3,919 |
|
|
|
42,140 |
|
Other |
|
|
1,524 |
|
|
|
16,387 |
|
|
|
|
|
|
|
|
Total |
|
¥ |
14,720 |
|
|
$ |
158,280 |
|
(c) Interest rate risk management
Makita executes financing and investing activities through the Company. As Makitas
subsidiaries are financed by loans within the Groupfrom subsidiaries with surplus funds to
subsidiaries that lack fundsinterest expense variation is insignificant.
18. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and significant assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate a fair value:
(a) |
|
Cash and Cash Equivalents, Time Deposits, Trade Notes and Accounts Receivable, Short-term
Borrowings, Trade Notes and Accounts Payable, Other payables, and Other Accrued Expenses |
The carrying amounts approximate fair value because of the short or no maturities of those
instruments.
F-36
(b) Long-term Time Deposits
The fair value is estimated by discounting future cash flows using the current rates that
Makita would be offered for deposits with similar terms and remaining maturities.
(c) Short-term investments and investments
The fair value of marketable and investment securities is estimated based on quoted market
prices. Short-term investments are comprised principally of MMF (Money Management Funds) and FFF
(Free Financial Funds), which amounted to ¥ 20,908 million
and ¥ 25,700 million ($276,344
thousand) as of March 31, 2009 and 2010, respectively. For certain investments such as
non-marketable securities, since there are no quoted market prices existing, a reasonable
estimation of a fair value could not be made without incurring excessive cost, and such
securities have been excluded from fair value disclosure. The fair value of such securities is
estimated if and when there are indications that the investment may be impaired.
Non-marketable securities amounted to ¥ 402 million and
¥ 402 million ($4,322 thousand) as
of March 31, 2009 and 2010, respectively.
(d) Long-term Indebtedness
The fair value of long-term indebtedness is a present value of future cash flows associated
with each instrument discounted using Makitas current borrowing rates for similar debt instruments of comparable maturities.
(e) Other Derivative Financial Statements
The fair values of other derivative financial instruments, foreign currency contracts,
currency swaps and currency option contracts, all of which are used for hedging purposes, are
estimated by obtaining quotes and other relevant information from brokers.
The estimated fair value of the financial instruments was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
U.S. Dollars in thousands |
|
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
|
|
amount |
|
|
value |
|
|
amount |
|
|
value |
|
|
amount |
|
|
value |
Short-term investments |
|
¥ |
29,470 |
|
|
¥ |
29,468 |
|
|
¥ |
33,639 |
|
|
¥ |
33,640 |
|
|
$ |
361,710 |
|
|
$ |
361,721 |
|
Investments |
|
|
10,888 |
|
|
|
10,837 |
|
|
|
14,764 |
|
|
|
14,704 |
|
|
|
158,753 |
|
|
|
158,108 |
|
Long-term time deposits |
|
|
2,203 |
|
|
|
2,203 |
|
|
|
3 |
|
|
|
3 |
|
|
|
32 |
|
|
|
32 |
|
Long-term indebtedness including current maturities |
|
|
(947) |
|
|
|
(947) |
|
|
|
(824) |
|
|
|
(832) |
|
|
|
(8,860) |
|
|
|
(8,946) |
|
Foreign currency contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
22 |
|
|
|
22 |
|
|
|
25 |
|
|
|
25 |
|
|
|
269 |
|
|
|
269 |
|
Liabilities |
|
|
(863) |
|
|
|
(863) |
|
|
|
(301) |
|
|
|
(301) |
|
|
|
(3,237) |
|
|
|
(3,237) |
|
Currency swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
93 |
|
|
|
93 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Liabilities |
|
|
(414) |
|
|
|
(414) |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Currency option contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
4 |
|
|
|
4 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Liabilities |
|
¥ |
(11) |
|
|
¥ |
(11) |
|
|
¥ |
(4) |
|
|
¥ |
(4) |
|
|
$ |
(43) |
|
|
$ |
(43) |
|
F-37
(f) Limitation
The fair value estimates are made at a specific point in time, based on relevant market
information and information about the financial instrument.
These estimates are subjective in nature and involve uncertainties and are matters of
significant judgment and therefore cannot be determined with precision. Changes in assumptions
could significantly affect the estimates.
19. OPERATING SEGMENT INFORMATION
The operating segments presented below are defined as components of the enterprise for which
separate financial information is available and regularly reviewed by the Companys chief
operating decision maker. The Companys chief operating decision maker utilizes various
measurements to assess segment performance and allocate resources to the segments.
During the three years ended March 31, 2008, 2009 and 2010, Makitas operating structure
included the following geographical operating segments: Japan Group, Europe Group, North America
Group, Asia Group, and Other Group.
Segment information is determined by the location of the Company and its relevant subsidiaries, as
reported to the Companys chief operating decision maker.
Major countries or regions in each geographic area:
|
|
|
Europe:
|
|
Germany, United Kingdom, France, Italy, Finland |
North America:
|
|
United States, Canada |
Asia:
|
|
China, Singapore |
Other regions:
|
|
Australia, Brazil, United Arab Emirates |
Makita evaluates the performance of each operating segment based on U.S. GAAP. Segment profit
and loss is measured in a consistent manner with consolidated operating income, which is earnings
before income taxes excluding interest and dividend income, interest expense, foreign currency
transaction exchange gains and losses, realized gains and losses on investment securities, and
other. Segment assets are based on total assets attributable to the segment.
The accounting policies used by the segments are the same as those used in the preparation of
the consolidated financial statements. Intersegment sales are made at estimated arms-length
prices and are included as a reconciling item to total consolidated
sales in the below table. Eliminations consist of intercompany sales between operating segments and net intercompany receivables and
intercompany profit in inventory from products sold between segments. Items that are excluded from segment income are interest and dividend income, interest expense, exchange gains
(losses) on foreign currency transactions, net, realized gains (losses) on securities, net and other, net.
Segment Products and Services
Makita is a manufacturer and wholesaler of electric power tools and other tools. The
operating segments derive substantially all of their revenues from the sale of electric power
tools and parts and repairs.
F-38
Year ended March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Europe |
|
|
America |
|
|
Asia |
|
|
regions |
|
|
Total |
|
|
Eliminations |
|
|
Consolidated |
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
¥ |
72,466 |
|
|
¥ |
160,218 |
|
|
¥ |
56,234 |
|
|
¥ |
11,271 |
|
|
¥ |
42,388 |
|
|
¥ |
342,577 |
|
|
¥ |
- |
|
|
¥ |
342,577 |
|
Inter-segment |
|
|
69,540 |
|
|
|
5,606 |
|
|
|
5,212 |
|
|
|
101,211 |
|
|
|
172 |
|
|
|
181,741 |
|
|
|
(181,741) |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
142,006 |
|
|
|
165,824 |
|
|
|
61,446 |
|
|
|
112,482 |
|
|
|
42,560 |
|
|
|
524,318 |
|
|
|
(181,741) |
|
|
|
342,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
120,020 |
|
|
|
138,850 |
|
|
|
59,727 |
|
|
|
98,468 |
|
|
|
36,964 |
|
|
|
454,029 |
|
|
|
(178,483) |
|
|
|
275,546 |
|
Segment income |
|
|
21,986 |
|
|
|
26,974 |
|
|
|
1,719 |
|
|
|
14,014 |
|
|
|
5,596 |
|
|
|
70,289 |
|
|
|
(3,258) |
|
|
|
67,031 |
|
Other income (expenses) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(794) |
|
Income before income taxes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
66,237 |
|
Long-lived assets |
|
|
42,752 |
|
|
|
10,563 |
|
|
|
2,656 |
|
|
|
9,961 |
|
|
|
3,313 |
|
|
|
69,245 |
|
|
|
(187) |
|
|
|
69,058 |
|
Segment assets |
|
|
264,721 |
|
|
|
126,428 |
|
|
|
39,523 |
|
|
|
52,890 |
|
|
|
31,556 |
|
|
|
515,118 |
|
|
|
(128,651) |
|
|
|
386,467 |
|
Capital expenditures |
|
|
8,637 |
|
|
|
2,453 |
|
|
|
713 |
|
|
|
2,220 |
|
|
|
1,113 |
|
|
|
15,136 |
|
|
|
(100) |
|
|
|
15,036 |
|
Depreciation and amortization |
|
¥ |
4,874 |
|
|
¥ |
1,653 |
|
|
¥ |
691 |
|
|
¥ |
1,397 |
|
|
¥ |
320 |
|
|
¥ |
8,935 |
|
|
¥ |
(64) |
|
|
¥ |
8,871 |
|
Year ended March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Europe |
|
|
America |
|
|
Asia |
|
|
regions |
|
|
Total |
|
|
Eliminations |
|
|
Consolidated |
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
¥ |
63,859 |
|
|
¥ |
137,230 |
|
|
¥ |
42,446 |
|
|
¥ |
9,954 |
|
|
¥ |
40,545 |
|
|
¥ |
294,034 |
|
|
¥ |
- |
|
|
¥ |
294,034 |
|
Inter-segment |
|
|
56,371 |
|
|
|
4,154 |
|
|
|
4,690 |
|
|
|
86,697 |
|
|
|
121 |
|
|
|
152,033 |
|
|
|
(152,033) |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
120,230 |
|
|
|
141,384 |
|
|
|
47,136 |
|
|
|
96,651 |
|
|
|
40,666 |
|
|
|
446,067 |
|
|
|
(152,033) |
|
|
|
294,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
112,109 |
|
|
|
121,668 |
|
|
|
46,291 |
|
|
|
84,438 |
|
|
|
35,816 |
|
|
|
400,322 |
|
|
|
(156,363) |
|
|
|
243,959 |
|
Segment income |
|
|
8,121 |
|
|
|
19,716 |
|
|
|
845 |
|
|
|
12,213 |
|
|
|
4,850 |
|
|
|
45,745 |
|
|
|
4,330 |
|
|
|
50,075 |
|
Other income (expenses) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(5,632) |
|
Income before income taxes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
44,443 |
|
Long-lived assets |
|
|
44,114 |
|
|
|
11,395 |
|
|
|
2,231 |
|
|
|
11,302 |
|
|
|
3,827 |
|
|
|
72,869 |
|
|
|
(173) |
|
|
|
72,696 |
|
Segment assets |
|
|
235,252 |
|
|
|
110,897 |
|
|
|
33,533 |
|
|
|
48,311 |
|
|
|
36,134 |
|
|
|
464,127 |
|
|
|
(127,483) |
|
|
|
336,644 |
|
Capital expenditures |
|
|
6,682 |
|
|
|
5,245 |
|
|
|
359 |
|
|
|
3,045 |
|
|
|
1,856 |
|
|
|
17,187 |
|
|
|
(141) |
|
|
|
17,046 |
|
Depreciation and amortization |
|
¥ |
5,084 |
|
|
¥ |
1,534 |
|
|
¥ |
586 |
|
|
¥ |
1,493 |
|
|
¥ |
268 |
|
|
¥ |
8,965 |
|
|
¥ |
(78) |
|
|
¥ |
8,887 |
|
F-39
Year ended March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Europe |
|
|
America |
|
|
Asia |
|
|
regions |
|
|
Total |
|
|
Eliminations |
|
|
Consolidated |
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
¥ |
55,767 |
|
|
¥ |
109,484 |
|
|
¥ |
34,547 |
|
|
¥ |
9,007 |
|
|
¥ |
37,018 |
|
|
¥ |
245,823 |
|
|
¥ |
- |
|
|
¥ |
245,823 |
|
Inter-segment |
|
|
33,309 |
|
|
|
2,809 |
|
|
|
1,847 |
|
|
|
57,820 |
|
|
|
98 |
|
|
|
95,883 |
|
|
|
(95,883) |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
89,076 |
|
|
|
112,293 |
|
|
|
36,394 |
|
|
|
66,827 |
|
|
|
37,116 |
|
|
|
341,706 |
|
|
|
(95,883) |
|
|
|
245,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
89,719 |
|
|
|
99,418 |
|
|
|
36,034 |
|
|
|
57,947 |
|
|
|
34,942 |
|
|
|
318,060 |
|
|
|
(102,627) |
|
|
|
215,433 |
|
Segment income |
|
|
(643) |
|
|
|
12,875 |
|
|
|
360 |
|
|
|
8,880 |
|
|
|
2,174 |
|
|
|
23,646 |
|
|
|
6,744 |
|
|
|
30,390 |
|
Other income (expenses) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,128 |
|
Income before income taxes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
33,518 |
|
Long-lived assets |
|
|
41,214 |
|
|
|
14,887 |
|
|
|
1,983 |
|
|
|
10,732 |
|
|
|
4,543 |
|
|
|
73,359 |
|
|
|
(159) |
|
|
|
73,200 |
|
Segment assets |
|
|
232,226 |
|
|
|
110,009 |
|
|
|
30,281 |
|
|
|
58,148 |
|
|
|
39,229 |
|
|
|
469,893 |
|
|
|
(120,054) |
|
|
|
349,839 |
|
Capital expenditures |
|
|
3,800 |
|
|
|
4,817 |
|
|
|
198 |
|
|
|
1,541 |
|
|
|
543 |
|
|
|
10,899 |
|
|
|
(62) |
|
|
|
10,837 |
|
Depreciation and amortization |
|
|
4,693 |
|
|
|
1,351 |
|
|
|
431 |
|
|
|
1,497 |
|
|
|
397 |
|
|
|
8,369 |
|
|
|
(61) |
|
|
|
8,308 |
|
Impairment loss |
|
¥ |
1,605 |
|
|
¥ |
- |
|
|
¥ |
- |
|
|
¥ |
- |
|
|
¥ |
- |
|
|
¥ |
1,605 |
|
|
¥ |
- |
|
|
¥ |
1,605 |
|
Year ended March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars in thousands |
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Europe |
|
|
America |
|
|
Asia |
|
|
regions |
|
|
Total |
|
|
Eliminations |
|
|
Consolidated |
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
$ |
599,645 |
|
|
$ |
1,177,247 |
|
|
$ |
371,473 |
|
|
$ |
96,849 |
|
|
$ |
398,044 |
|
|
$ |
2,643,258 |
|
|
$ |
- |
|
|
$ |
2,643,258 |
|
Inter-segment |
|
|
358,161 |
|
|
|
30,204 |
|
|
|
19,860 |
|
|
|
621,720 |
|
|
|
1,055 |
|
|
|
1,031,000 |
|
|
|
(1,031,000) |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
957,806 |
|
|
|
1,207,451 |
|
|
|
391,333 |
|
|
|
718,569 |
|
|
|
399,099 |
|
|
|
3,674,258 |
|
|
|
(1,031,000) |
|
|
|
2,643,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
964,720 |
|
|
|
1,069,010 |
|
|
|
387,462 |
|
|
|
623,085 |
|
|
|
375,723 |
|
|
|
3,420,000 |
|
|
|
(1,103,516) |
|
|
|
2,316,484 |
|
Segment income |
|
|
(6,914) |
|
|
|
138,441 |
|
|
|
3,871 |
|
|
|
95,484 |
|
|
|
23,376 |
|
|
|
254,258 |
|
|
|
72,516 |
|
|
|
326,774 |
|
Other income (expenses) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
33,635 |
|
Income before income taxes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
360,409 |
|
Long-lived assets |
|
|
443,161 |
|
|
|
160,075 |
|
|
|
21,323 |
|
|
|
115,398 |
|
|
|
48,849 |
|
|
|
788,806 |
|
|
|
(1,709) |
|
|
|
787,097 |
|
Segment assets |
|
|
2,497,054 |
|
|
|
1,182,892 |
|
|
|
325,602 |
|
|
|
625,247 |
|
|
|
421,818 |
|
|
|
5,052,613 |
|
|
|
(1,290,903) |
|
|
|
3,761,710 |
|
Capital expenditures |
|
|
40,860 |
|
|
|
51,796 |
|
|
|
2,129 |
|
|
|
16,570 |
|
|
|
5,839 |
|
|
|
117,194 |
|
|
|
(667) |
|
|
|
116,527 |
|
Depreciation and amortization |
|
|
50,462 |
|
|
|
14,527 |
|
|
|
4,634 |
|
|
|
16,097 |
|
|
|
4,269 |
|
|
|
89,989 |
|
|
|
(656) |
|
|
|
89,333 |
|
Impairment loss |
|
$ |
17,258 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
17,258 |
|
|
$ |
- |
|
|
$ |
17,258 |
|
F-40
Makitas current revenues from external customers by geographic area are set forth below.
Consolidated Net Sales by Geographic Area
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions, except for percentage amounts |
|
in thousands |
|
|
Fiscal year ended March 31, |
|
|
|
|
2008 |
|
|
|
|
2009 |
|
|
|
|
2010 |
|
|
|
|
2010 |
Japan |
|
|
¥ 52,193 |
|
|
15.2 |
% |
|
|
¥ 46,222 |
|
|
15.7 |
% |
|
|
¥ 42,697 |
|
|
17.4 |
% |
|
|
$ 459,108 |
|
Europe |
|
|
160,360 |
|
|
46.8 |
|
|
|
137,113 |
|
|
46.6 |
|
|
|
109,106 |
|
|
44.4 |
|
|
|
1,173,182 |
|
U.S.A. |
|
|
45,780 |
|
|
13.4 |
|
|
|
33,250 |
|
|
11.3 |
|
|
|
26,292 |
|
|
10.7 |
|
|
|
282,710 |
|
North America (excluding U.S.A) |
|
|
10,642 |
|
|
3.1 |
|
|
|
9,039 |
|
|
3.1 |
|
|
|
8,217 |
|
|
3.3 |
|
|
|
88,355 |
|
Asia (excluding Japan) |
|
|
22,629 |
|
|
6.6 |
|
|
|
21,995 |
|
|
7.5 |
|
|
|
18,373 |
|
|
7.5 |
|
|
|
197,559 |
|
Other |
|
|
50,973 |
|
|
14.9 |
|
|
|
46,415 |
|
|
15.8 |
|
|
|
41,138 |
|
|
16.7 |
|
|
|
442,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
¥ 342,577 |
|
|
100 |
% |
|
|
¥ 294,034 |
|
|
100 |
% |
|
|
¥ 245,823 |
|
|
100 |
% |
|
|
$ 2,643,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Makitas current revenues from external customers by each group of products are set forth
below. No single external customer accounted for 10% or more of Makitas net sales for each of the
year ended Mar 31, 2008, 2009 and 2010.
Consolidated Net Sales by Product Categories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
Yen in millions, except for percentage amounts |
|
in thousands |
Fiscal year |
|
2008 |
|
|
2009 |
|
|
2010 |
|
2010 |
Power Tools |
|
¥ |
255,869 |
|
|
74.7 |
% |
|
¥ |
214,703 |
|
|
73.0 |
% |
|
¥ |
173,998 |
|
|
70.8 |
% |
|
$ |
1,870,946 |
|
Gardening Equipments,
Household and Other Products |
|
|
40,410 |
|
|
11.8 |
|
|
|
36,916 |
|
|
12.6 |
|
|
|
34,145 |
|
|
13.9 |
|
|
|
367,151 |
|
Parts, Repairs and Accessories |
|
|
46,298 |
|
|
13.5 |
|
|
|
42,415 |
|
|
14.4 |
|
|
|
37,680 |
|
|
15.3 |
|
|
|
405,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
342,577 |
|
|
100 |
% |
|
¥ |
294,034 |
|
|
100 |
% |
|
¥ |
245,823 |
|
|
100 |
% |
|
$ |
2,643,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20. RELATED PARTY TRANSACTIONS
The transactions between the Company and Maruwa Co., Ltd. (Maruwa), for which a
representative director of the Company, Masahiko Goto, and certain of his family members have a
majority of the voting rights, amounted to ¥ 2 million for advertising expenses for each of the
years ended March 31, 2008, 2009 and 2010.
The Companys purchases of raw materials and production equipment from Toa Co., Ltd., for
which a representative director of the Company, Masahiko Goto, and certain of his family members
have a majority of the voting rights, were ¥ 96 million, ¥ 109 million and ¥ 28 million ($301
thousand) during the years ended March 31, 2008, 2009 and 2010,
respectively. The accounts payables of the Company related to these transactions were ¥15 million, ¥5 million and ¥2 million ($22
thousand) as of March 31, 2008, 2009 and 2010, respectively.
The outside director, Motohiko Yokoyama is a vice chairman of JTEKT Corporation. The
Companys purchases of raw materials and production equipment from JTEKT Corporation, were ¥ 658
million during March 31, 2008, ¥ 614 million during the year ended March 31, 2009 and ¥ 311
million ($3,344 thousand) during the year ended March 31, 2010.
The accounts payables of the Company related to these transactions were ¥ 65 million, ¥ 27 million
and ¥ 24 million ($258 thousand) as of March 31, 2008,
2009 and 2010 respectively.
F-41
MAKITA CORPORATION AND SUBSIDIARIES
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED MARCH 31, 2008, 2009 AND 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen in millions |
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
Charged to |
|
|
Charged |
|
|
|
|
|
|
|
|
|
|
|
|
|
beginning |
|
|
costs and |
|
|
to other |
|
|
|
|
|
|
Translation |
|
|
Balance at |
Descriptions |
|
|
of year |
|
|
expenses |
|
|
accounts |
|
|
Deductions |
|
|
adjustments |
|
|
end of year |
2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
¥ |
869 |
|
|
¥ |
269 |
|
|
¥ |
- |
|
|
¥ |
(73) |
|
|
¥ |
(47) |
|
|
¥ |
1,018 |
|
Deferred income tax assets valuation allowance |
|
|
318 |
|
|
|
251 |
|
|
|
- |
|
|
|
(237) |
|
|
|
(1) |
|
|
|
331 |
|
Volume-based rebates |
|
|
3,859 |
|
|
|
- |
|
|
|
9,897 |
|
|
|
(9,626) |
|
|
|
346 |
|
|
|
4,476 |
|
Cooperative advertisings |
|
|
957 |
|
|
|
- |
|
|
|
3,517 |
|
|
|
(3,585) |
|
|
|
64 |
|
|
|
953 |
|
Cash discounts |
|
¥ |
348 |
|
|
¥ |
- |
|
|
¥ |
5,881 |
|
|
¥ |
(5,891) |
|
|
¥ |
58 |
|
|
¥ |
396 |
|
2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
¥ |
1,018 |
|
|
¥ |
474 |
|
|
¥ |
- |
|
|
¥ |
(131) |
|
|
¥ |
(232) |
|
|
¥ |
1,129 |
|
Deferred income tax assets valuation allowance |
|
|
331 |
|
|
|
41 |
|
|
|
- |
|
|
|
(32) |
|
|
|
(11) |
|
|
|
329 |
|
Volume-based rebates |
|
|
4,476 |
|
|
|
- |
|
|
|
7,866 |
|
|
|
(10,343) |
|
|
|
662 |
|
|
|
2,661 |
|
Cooperative advertisings |
|
|
953 |
|
|
|
- |
|
|
|
3,435 |
|
|
|
(3,981) |
|
|
|
185 |
|
|
|
592 |
|
Cash discounts |
|
¥ |
396 |
|
|
¥ |
- |
|
|
¥ |
5,444 |
|
|
¥ |
(5,514) |
|
|
¥ |
14 |
|
|
¥ |
340 |
|
2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
¥ |
1,129 |
|
|
¥ |
152 |
|
|
¥ |
- |
|
|
¥ |
(289) |
|
|
¥ |
18 |
|
|
¥ |
1,010 |
|
Deferred income tax assets valuation allowance |
|
|
329 |
|
|
|
1,704 |
|
|
|
- |
|
|
|
(15) |
|
|
|
3 |
|
|
|
2,021 |
|
Volume-based rebates |
|
|
2,661 |
|
|
|
- |
|
|
|
6,519 |
|
|
|
(6,763) |
|
|
|
(1) |
|
|
|
2,416 |
|
Cooperative advertisings |
|
|
592 |
|
|
|
- |
|
|
|
2,923 |
|
|
|
(2,453) |
|
|
|
(109) |
|
|
|
953 |
|
Cash discounts |
|
¥ |
340 |
|
|
¥ |
- |
|
|
¥ |
4,420 |
|
|
¥ |
(4,281) |
|
|
¥ |
8 |
|
|
¥ |
487 |
|
F-42