ShinMaywa Industries, Ltd.
Transcription
ShinMaywa Industries, Ltd.
ANNUAL REPORT 2009 ShinMaywa ShinMaywa ShinMaywa Industries, Ltd. ShinMaywa Industries, Ltd. A N N U A L RE P O RT 2 0 0 9 ShinMaywa Year ended March 31, 2009 ShinMaywa ShinMaywa Industries, Ltd. ShinMaywa Industries, Ltd. ShinMaywa Industries, Ltd. 09.09 ShinMaywa ShinMaywa Industries, Ltd. ShinMaywa www.shinmaywa.co.jp ShinMaywa ShinMaywa Industries, Ltd. Company Overview (As of March 31, 2009) Company Profile Company Name ShinMaywa Industries, Ltd. Head Office 1-1 Shinmeiwa-cho, Takarazuka-shi, Hyogo 665-8550, Japan Paid-in Capital 15,981,967,991 yen Founded November 5, 1949 President Tadashi Kaneki Category of Business Transportation Equipment Number of Employees Consolidated 3,883 / Non-consolidated 2,010 Number of Affiliated Companies 23 Profile “Contributing to Society through Excellent Technologies as well as Superior Products and Services” Breakdown of Shareholders 2009 has a special significance for us because it is the 60th year since weTreasury Stocks 16.65% (1) adopted the ShinMaywa name. However, our history stretches back to 1918 19,933,888 shares Stock Information when our forerunner, Japan’s first aircraft manufacturer, was founded. In 1928 the spirit of that enterprise passed to Kawanishi Aircraft Company, Total Number of SharesLtd., Authorized shares incorporating state-of-the-art technology which built300,000,000 world-class aircraft Financial Institutions 21.14% (42) 25,305,791 shares Total Number of that era. Shares Issued: Total Number of SharesofIssued 119,727,565 shares 119,727,565 shares Subsequently, we capitalized on the technologies and expertise Number of Shares per Unit 1,000 shares Number of accumulated through aircraft production by applying them in two new Shareholders: Number of Shareholders 10,459 business fields, namely, special purpose trucks and industrial 10,459machinery, Financial Instruments Firms 0.32% (40) 384,537 shares Other Companies 14.16% (119) 16,958,377 shares in which we gained a strong presence. The establishment of SHIN MEIWA Foreign Institutions and Individuals 22.18% INDUSTRY CO.,LTD. in 1949 paved the way for the resumption of the aircraft(128) 26,551,917 shares business. Thus, the present-day ShinMaywa is a contender in these three fields. Japanese Individuals and Others 25.55% The ShinMaywa Group is characterized by its diverse business portfolio. (10,129) 30,593,055 shares The unifying theme of our activities is that they share the goal articulated in our corporate philosophy of “contributing to society through excellent Major Shareholderstechnologies as well as superior products and services”. In all our business CONTENTS Profile 1 At a Glance 2 Financial Highlights 3 Featured Interview Review of Operations by Segment 4 8 activities and products, we endeavor to give shape to our customers’ needs Disclaimer Caution Concerning Forward-Looking Statements This annual report contains forward-looking statements—that is, statements related to future, not past, events. Such statements Order Number of Shares Shareholding Ratio (%) Name of Shareholders and aspirations by deploying our accumulated technological prowess. Held 2 LTD. Due to the highly specialized nature of our work, most9,293,065 of our products are 9.31 SANSHIN CO., Treasury Stocks 16.59% built to order and Ltd. hence manufactured quantities. Japan Trustee Services Bank, (Trust Account)in relatively limited8,273,000 8.29 (1) 3 The Master Trust Bankthese of Japan, Ltd. (Trust 5,681,000 However, products are madeAccount) to fulfill key social purposes and the 1 19,863,697 shares 5.69 are in accordance with management’s present plans, strategies 4 Japan Trustee Servicesmarket Bank, Ltd. (Trust Account 4G) Group products 4,308,000 significant shares of many ShinMaywa are a testimony and outlook, based on management’s judgment in light of 5 Hitachi, Ltd. to their high quality and superior after-sales service. information currently available. These forward-looking 6 statements involve potential risks and uncertainties, and 7 ShinMaywa Employees' Stock 3,327,471 Our mission is toOwnership develop businesses and create products that deliver Strategies for Sustained Growth of the ShinMaywa Group 15 Corporate Governance 18 Financial Section 20 forward-looking statements herein, owing to various factors. Report of Independent Auditors 21 the industry, market demand, exchange rates, other social and Company Overview 53 ShinMaywa offers no guarantee as to their accuracy and reliability. It should be noted that the Company’s actual performance may differ materially from that expressed in the These factors include future economic conditions, competition in 8 9 10 4,000,337 Total State Street Bank and Trust Company 505019 2,979,000 (10,737) outstanding value to our customers based on engineering excellence Trust & Custody Services Bank, Ltd. 119,727,565 unaffected by fashion. We are resolved to remain true to this tradition. 2,647,000 (Securities Investment Trust Account) shares Inspired by the celebration of our 60th anniversary, the ShinMaywa Group 100% CBNYDFA International Cap Value Portfolio 2,597,000 will continue to devote itself to enhancing its corporate value. The Chase Manhattan Bank, N.A. London Secs Lending 2,428,000 Omnibus Account economic circumstances and contingencies. Note: The Company holds 19,933,888 treasury stocks, but it has been excluded from the above list of major shareholders. Financial 4.32 Institutions 19.82% (45) 23,727,840 shares 4.01 3.33 2.99 2.65 Financial Instruments Firms 0.67% (53) 805,928 shares Other Companies 13.46% (116) 2.60 16,118,316 shares Foreign2.43 Institutions and Individuals 24.87% (137) 29,770,579 shares Japanese Individuals and Others 24.59% (10,385) 29,441,205 shares 1 53 Financial Highlights At a Glance Contribution of Each Segment to Net Sales The ShinMaywa Group has four business segments: aircraft, special purpose truck, industrial machinery, and construction & others. Construction & Others Construction & Others The breakdown of the net sales for fiscal 7.0% 9.0% Aircraft 2008 is as shown in the pie charts. Sales of Aircraft 20.6% 19.3% the special purpose truck and industrial Industrial Machinery Industrial Machinery machinery segments accounted for FY2008 FY2007 approximately 70% of net sales, with the 36.4% 138,959 36.9% 127,777 Millions of yen Millions of yen remaining sales coming from aircraft and Special Purpose Truck construction & others segments. Special Purpose Truck 36.0% Net sales were approximately 10% lower 34.8% than in the previous fiscal year, but the proportion of sales contributed by each (Millions of yen) 200,000 segment did not change significantly. Net Sales Operating Income Net Income / Earnings per Share Earnings per Share Net Income Millions of yen 144,451 150,000 129,681 127,992 138,959 Millions of yen Millions of yen 8,000 4,000 yen 80 3,840 3,643 127,777 120,000 6,000 6,050 3,000 5,298 4,854 90,000 3,051 60 5,008 2,450 4,000 2,000 38.43 35.36 60,000 28.12 2,000 30,000 40 24.53 1,000 20 968 0 ’04 ’05 ’06 ’07 ’08 (FY) Return on Equity 150,000 0 ’04 ’05 ’06 ’07 0 ’08 (FY) Total Assets 26 0.27 ’04 ’05 ’06 ’07 Net Assets /Net Assets per Share Net Assets per Share Net Assets Aircraft Segment 100,000 50,000 teel Business Material Recycling Business Other Business 0 ’05 ’06 ’07 (FY) Millions of yen % 10 150,000 8 120,000 141,192 132,079 Millions of yen 144,206 140,388 125,900 Sales: 24,613 million yen (-14%) Operating loss: 526 million yen (-1,419 million yen) Major products:US-2 STOL Search and Rescue Amphibian, Components for Boeing 777 and Gulfstream G550 6 4.7 4 0 ’08 (FY) yen 100,000 1,000 82,947 82,925 81,147 80,000 75,523 78,419 800 808.16 814.56 783.47 797.49 753.96 90,000 60,000 600 60,000 40,000 400 30,000 20,000 200 4.8 3.9 3.0 Special Purpose Truck Segment Sales: 44,483 million yen (-11%) Operating income: 422 million yen (-2,647 million yen) Major products: Rear Dump Body and Tipping Gear, Detachable Container System, Arm Hinge Type Tail Gate Lifter, Refuse Collector 2 0 0.0 ’04 ’05 ’06 ’07 ’08 (FY) 0 ’04 ’05 ’06 ’07 0 ’08 (FY) ’04 ’05 ’06 ’07 0 ’08 (FY) Business Results Industrial Machinery Segment During fiscal 2008 the impact of the financial crisis originating in the United States and the appreciation of the yen greatly Sales: 47,175 million yen (-7%) Operating income: 3,255 million yen (+158 million yen) Major products: Pumps and related products, Elevator Type Car Parking System, Automatic Wire Terminating Machines, Refuse Transfer Station System and declining personal consumption. Construction & Others management resources on core activities. Sales: 11,504 million yen (+18%) Operating income: 298 million yen (-97 million yen) exceeding forecasts pushed the Japanese economy into recession amid slumping exports, plummeting capital spending, In these circumstances, the ShinMaywa Group worked to minimize the adverse impact of this sharp deterioration of the business environment by implementing emergency measures to squeeze costs out of the business. Looking to the future, the Group stepped up development of new products and expanded its network of offices in overseas markets. The Group also endeavored to increase corporate value by, for example, withdrawing from unprofitable businesses and concentrating Despite these efforts, orders declined 24.5% year on year to ¥111,302 million and net sales decreased 8.0% to 0 ’05 fully ’06 offset ’07 ’05 ’06 ’07 ’08 this could not ¥127,777 million. While the industrial machinery segment maintained a robust performance, (FY) plummeting demand for the products of the special purpose truck segment and the decline in earnings of the aircraft ’08 (FY) 0 ’05 segment due to appreciation of the yen. With regard to profits, although the emergency measures did have a positive impact, ordinary income declined 78.8% (Millions of yen) (Millions of yen) 150,000 150,000 year on year to ¥996 million and net income plunged 98.9% to ¥26 million owing to the recording of a 144,451 loss on valuation of investment securities attributable to sluggish stock markets. Note: The Company’s fiscal year is from April 1 to March 31. Fiscal 2008 is a fiscal year from April 1, 2008, to March 31, 2009 (from page 2 to page 19). 12,595 138,959 9,747 00,000 120,000 (Millions of yen) 4,000 3,840 000,000 120,000 3,000 2 54,791 50,529 00,000 3 Featured Interview ShinMaywa Industries’ 60th anniversary —Toward the Creation of Value in the Global Markets— November 2009 marks ShinMaywa Industries’ 60th Celebrating the 60th anniversary anniversary. In Japan, when a person turns sixty years old, we use the word “kanreki”, which refers not only to the completion of his or her first 60-year The worldwide recession that originated in the United States in September 2008 was a severe blow to the It will be 60 years since we became ShinMaywa, but we can ShinMaywa Group. Since the performance of our businesses trace our history back through more than nine decades. is closely linked with construction demand and capital investment, sales stalled. This coupled with the appreciation We started out as an aircraft manufacturer. In the post- cycle but also to the commencement of the second war period in Japan as infrastructure development got of the yen, resulted in significant declines in both sales and phase of a person’s life. It is an auspicious juncture underway and economic growth took off, ShinMaywa profits for fiscal 2008 compared with the previous cycle. in the life of a person and so it represents a launched the special purpose truck business and entered the industrial machinery field by deploying in these new most. Orders for dump trucks and other mainstay products domains technologies originally cultivated through aircraft abruptly lost momentum in October 2008. Similarly, in the milestone in the history of a company. Therefore, this is an opportune time for The special purpose truck business was affected the production. industrial machinery business, orders for Thin Film Coating ShinMaywa to reflect on its history, review its System and Automatic Wire Terminating Machine (products underlying technological expertise and identify special purpose truck, and industrial machinery. Although closely linked with the automotive market) fell far short of opportunities for further growth. our businesses are relatively modest in scale, we derive expectations. Furthermore, even in the aircraft business, strength from having been a pioneer in each field, the which is less subject to turbulence in the economic climate, Tadashi Kaneki, President and Chief Executive Officer, giving an interview In this interview, President Tadashi Kaneki, who At present, our principal business segments are aircraft, breadth of our product portfolio, and the large market international sales were substantially below what we had is charting the course of the ShinMaywa Group, shares our products command. Indeed, we offer more than anticipated owing to a two-month strike at Boeing and the discusses the principal issues concerning the Group 200 types of products in the special purpose truck segment appreciation of the Japanese currency. and the road ahead. alone. tunnel. The impact of our company-wide initiative to reform I believe that customer-oriented manufacturing enables Nonetheless, light began to appear at the end of the us to maintain our competitive advantage amid fierce production systems, SHIP (ShinMaywa Innovation for competition with specialist manufacturers. I also believe that Productivity), is becoming evident at workplaces. For our continuous efforts to endow our products with example, the amount of overtime worked at certain plants functions and quality that satisfy market needs have inspired has been halved. In another positive development, orders customer confidence in the ShinMaywa Group. This is what substantially increased for the CNW series, Hiefficiency and ultimately underpins our strong presence in various markets. Good Particles Passage Performance Submersible Pump, Although our business segments may appear to have products for which we have high expectations. These pumps little in common with one another at first glance, they do received public recognition in the form of an award for their share underlying fundamental technologies. The Group energy-conserving performance. pursues an integrated approach from product development and manufacturing to services in each business. 4 5 Featured Interview Long-term management plan: “Value Up 200!” already have the largest market share. Furthermore, we received an order for a refuse transfer station system for Shanghai. We have already started In Japan, with the aim of focusing resources on core Shortly after we had set new targets in the “Value Up 200!” businesses, on June 1st, 2009, ShinMaywa Industries construction of this system with the aim of completing it long-term management plan in July 2008, the worldwide absorbed ShinMaywa Engineering, Ltd. which designs, sells before Shanghai Expo. Capitalizing on this project, we will recession struck. This underlined the necessity of enhancing and maintains mechanical car parking systems. As a result, step up overseas marketing of our environmental systems. intrinsic corporate value, the action theme of “Value Up the operations of the two companies are now fully 200!” integrated. This merger is intended to increase ShinMaywa’s competitive advantage in the industry. Moreover, while the There is a large disparity between the management ShinMaywa’s vision for the future targets we initially set and current profit levels. However, as I Japanese market is expected to shrink, the merger will Throughout its history, ShinMaywa has evolved by have already mentioned, our initiatives have started to bear strengthen our ability to seize opportunities in promising advancing into new business fields whenever an fruit. Moreover, there are various other measures that we markets overseas. opportunity arose. Our development is based on are considering or are already implementing. Therefore, we These are examples of what we are doing to achieve the technological expertise, which brings about a realization of intend to revise the management targets once the economic vision articulated by “Value Up 200!” Going forward, we will the requirements of our customers; and service capabilities, climate stabilizes, but continue working on the action continue to closely monitor the operating environment and which enable us to maintain the performance and safety of theme, enhancement of intrinsic corporate value, without apply a flexible management style in line with the current our products. Recognition that our business is a any major changes. times. combination of products and services allows us to identify aspects of products requiring improvement as well as new Keep challenging in fiscal 2009 to accomplish “Value Up 200!” Growth strategies 6 customer needs. The plan-do-check-action (PDCA) cycle not only enables us to maintain the position we have cultivated As an initiative to enhance intrinsic corporate value, we are Since there is little prospect of a decisive recovery of the in the market over the years but also leads to further laying the foundations for business expansion overseas. business environment in fiscal 2009, the ShinMaywa Group development of the business. While strong demand for Kailash ShinMaywa Industries Ltd., established in Pune, will work to secure orders and sales, which are the sources environmentally friendly, high value-added products has India, in June 2009, will manufacture and sell special of profits, while endeavoring to reduce fixed costs. emerged in Japan in recent years, ShinMaywa’s existing purpose trucks in that country whose economy is expected products retain great appeal in many overseas markets. to continue growing dramatically. Depending on the region, the aircraft business, while executing projects for the Aspiring to be an enterprise that fully utilizes its we pursue overseas development of the special purpose Ministry of Defense as planned, we are working to secure technological expertise and management resources in the truck business either through exports or local production. more orders for components for the new aircraft that will global marketplace to create new value, we will strive to Regarding local production, our immediate task is to get the follow the Boeing 787. make “ShinMaywa” synonymous with these qualities joint-venture companies recently established in India and around the world. Chongqing, China, on track as soon as possible. greater decline in domestic demand than in the previous fiscal year amid intensifying competition with industry peers. The current economic recession, whose depth has exceeded for industrial machinery in Singapore, ShinMaywa JEL In fiscal 2009, we will work to increase the ratio of in-house anything we had anticipated, has dealt our business a Aerotech Pte. Ltd., which will design and manufacture production based on a review of personnel deployment and severe blow. However, this ordeal has been imposed equally Aircraft Passenger Boarding Bridges in addition to providing capital investment, while striving to increase our market on virtually every manufacturer. I am determined to fulfill after-sales services in response to boosting demand for share in order to improve profitability. my responsibilities at the helm of ShinMaywa based on the these products in Asia. Our principal objective in establishing conviction that our future success hinges on the extent to this local subsidiary is to differentiate ShinMaywa from commercialize a stream of hit products comparable to the which the initiatives I have referred to take root and nourish European and American competitors by adding cost CNW series of submersible pumps so that we are in a our intrinsic corporate vitality before the economy bottoms competitiveness to our brand power in Asia, where we position to advance rapidly once the market recovers. out and a decisive recovery gets underway. We have also established a new joint-venture company Let me comment on our priorities in each business. In In the special purpose truck business, we expect a In the industrial machinery business, our priority is to Tadashi Kaneki President and Chief Executive Officer 7 Review of Operations by Segment Key Policies in the “Value Up 200!” Long-term Management Plan ●E stablish a mass-production system for the Boeing 787 Main ●E nsure steady earnings for the production of commercial aircraft ●D evelop basic technologies for future opportunities overhaul the aircraft. overseas businesses. and Gulfstream Aerospace Corporation, which are both based aircraft capable of taking off from, and landing on, water Composition of the Segment The “US-2” carried out its first overseas dispatch in May * Aircraft Division, ShinMaywa Industries, Ltd.: Design, (ARF) Voluntary Demonstration of Response on Disaster 2009, when it participated in the ASEAN Regional Forum Relief. components * ShinMaywa Iwakuni Aircraft Maintenance, Ltd.: Repair, in the United States. We produce components for the Rescue Amphibian that is capable of taking off and landing in commercial aircraft manufactured by these two companies. the open sea or on land. Body Fairing, whose production involves processing composite remodeling and maintenance of STOL Search and Rescue Amphibians Our current mainstay product is the Boeing 777 Wing-To- currently has seven STOL Search and Rescue Amphibians, materials. Since our first shipment in 1992, we have delivered normally places an order for an amphibian whenever one is more than 800 fairings to Boeing. decommissioned. Recently, the JMSDF ordered the US-2 model, which we developed in 2004, as a replacement for the Wing Spar for the 787 aircraft currently being developed by former US-1A model. Boeing. We are establishing a mass-production system for this component, which is bigger and plays a more important role Rescue Amphibian, the Company is also contracted to 1A” STOL Search and Rescue Amphibian, the “US-2” is an and the ground. The navy-blue themed “US-2” is about production, sales and overhaul of aircraft and related Our major overseas customers are The Boeing Company The Company is the prime contractor of the STOL Search and In addition to manufacturing the STOL Search and tion type of “US-2” STOL Search and Rescue Amphibian to 33m long, with a cruising range of approximately 4,700 km. The aircraft business can be categorized into domestic and The Japan Maritime Self-Defense Force (JMSDF), which Make full use of the Company’s originality in aircraft component manufacturing Line of Business Our principal customer in Japan is the Ministry of Defense. Japan’s Ministry of Defense the Ministry of Defense of Japan. A successor to the “US- components Aircraft “US-2” STOL Search and Rescue Amphibian to In February 2009, we completed delivery of the first produc- Wing Spar ShinMaywa Delivers First Production Type of * ShinMaywa (California), Ltd.: Procurement of materials for aircraft-related products The Company has been awarded the contract for Main than our current product for the Boeing 777. Business Environment in Fiscal 2008 Japan: The Company delivered the first production type (third including prototypes) of the US-2 STOL Search and Rescue Amphibian to the Ministry of Defense in February 2009. (Sales of this product are booked on a percentage-of-completion basis.) Overseas: Owing to the impact of strikes at Boeing, the Company halted manufacturing of the Boeing 777 Wing-to-Body Fairing, the mainstay product, for two months. Furthermore, sharp appreciation of the yen continued: whereas the average exchange rate for fiscal 2008 was 101 yen to the U.S. dollar, it was 113 yen to the U.S. dollar for the previous fiscal year. First production type of “US-2” Sales (Millions of yen) 30,000 (Millions of yen) 1,200 28,572 24,616 20,849 20,688 893 -526 0 ’04 ’05 ’06 ’07 ’08 (FY) -600 Japanese Market (business with the Ministry of Defense) ●A n order was received for periodic repair work for the STOL Search and Rescue Amphibian. ●S ales of manufacturing and periodic repair work of the STOL Search and Rescue Amphibian declined from the previous fiscal year. 628 600 10,000 1,003 981 24,613 20,000 0 Business Results for Fiscal 2008 Operating Income ’04 ’05 ’06 ’07 ’08 (FY) Overseas Market (commercial aircraft) ● Orders for the Boeing 787 Main Wing Spar declined. ●S ales of the Boeing 777 Wing-To-Body Fairing declined owing to discontinuation of work caused by strikes at Boeing. ●O rders for components for the Gulfstream G550 business jet declined. Although the delivered quantity increased, owing to the appreciation of the yen, sales remained at roughly the same level as the previous fiscal year. 8 9 Review of Operations by Segment Key Policies in the “Value Up 200!” Long-term Management Plan In June 2009, ShinMaywa established two joint ventures ● Improve profitability by production rationalization outside of Japan. Kailash ShinMaywa Industries Limited is ●E xpand sales by advancing aggressively into overseas markets responsible for the manufacturing and sales of our special purpose trucks in India. This joint venture is expected to (export & local production) ●B roaden the business portfolio by forming joint ventures and accelerate the ShinMaywa Group’s drive to increase our overseas sales ratio, and as such will serve as our point of entering new markets Special Purpose Truck Joint Venture Established in India contact in the Asian market, which promises high growth. Composition of the Segment * Special Purpose Truck Division, ShinMaywa Industries, Ltd.: Design, production and sales of special purpose trucks Line of Business * ShinMaywa Auto Engineering, Ltd.: Maintenance and after-sales Our special purpose truck segment produces functional units Japanese market, we have been exporting special purpose service for special purpose trucks and sales of related for various purposes and mounts them on truck bodies trucks for a long time. In recent years, we have exported components and pre-owned special purpose trucks produced by chassis manufacturers. dump trucks and refuse collectors to the Middle East and Africa. Although there are many categories of special purpose * Iwafuji Industrial Co., Ltd.: Production and sales of forestry machinery, environmental equipment and special purpose trucks trucks, the Company focuses on three categories: construction-related vehicles (e.g. Rear Dump Body and special purpose trucks and maintains high market shares in all Tipping Gear and Direct Drive Type Concrete Mixing Drum), its product categories. This success is attributable to two key environment-related vehicles (e.g. Crushing and Compacting strengths: customer-oriented production of high-quality, sales, maintenance, and repair of special purpose trucks and Type Refuse Collector and Detachable Container System), and durable products and superior product maintenance with a environmental systems distribution-related vehicles (e.g. Arm Hinge Type Tail Gate 24-hour service system. * Thai ShinMaywa Co., Ltd.: Production and sales of components ShinMaywa was the first company in Japan to produce for special purpose trucks * Chongqing Endurance & ShinMaywa Industries, Ltd.: Production, Signing ceremony in India Lifter and Petroleum Tank). We produce special purpose trucks at three factories in Japan. Although approximately 80% of our sales are in the Business Environment in Fiscal 2008 Sales Operating Income substantially owing to stagnant construction demand attributable to the economic (Millions of yen) 60,000 (Millions of yen) 4,000 downturn. 50,000 Overseas markets: Demand declined because of appreciation of the yen and the 40,000 impact of the economic downturn. 30,000 Forestry machinery: Our strong performance reflected promotion of forestry 20,000 maintenance that accelerated the shift to greater mechanization. 10,000 Construction-related vehicles: Orders for Rear Dump Body and Tipping Gear fell 48,205 52,446 50,110 41,212 44,483 3,000 3,588 Business Results for Fiscal 2008 Manufacturing and sales of truck bodies etc.: In regard to environment-related vehicles, sales of Rear Dump Body and Tipping Gear 3,481 distribution-related vehicles declined substantially. Maintenance and repair business: Whereas decreases in sales of components and 2,000 revenues from service operations etc. were slight, sales of pre-owned special purpose 1,000 0 remained at about the same level as the previous year but sales of construction and 3,069 2,979 ’04 ’05 ’06 ’07 ’08 (FY) 0 ’04 ’05 ’06 ’07 422 trucks, which tend to be linked to sales of new trucks, greatly decreased. ’08 (FY) Forestry machinery: Both orders and sales were robust owing to the contribution throughout the year from Iwafuji Industrial Co., Ltd., which became a consolidated subsidiary in November 2007. 10 11 Review of Operations by Segment Key Policies in the “Value Up 200!” Long-term Management Plan ●M ake continued efforts to develop and commercialize new and * ShinMaywa Waste Technology, Ltd.: Installation, maintenance and repair of refuse disposal facilities * MELTEC, Ltd.: Intermediate treatment and recycling of incinerated ash of industrial and non-industrial wastes improved products that will be the drivers of growth ●E xecute full-scale entry to overseas markets (e.g. production satisfying export specifications, consideration of M&A and Development of the New Automatic Wire alliances) Terminating Machine “TRD 401” for the ●C reate production processes capable of flexibly responding to fluctuations in demand Composition of the Segment * Industrial Machinery Systems Division, ShinMaywa Industrial Machinery Industries, Ltd.: Design, production and sales of pumps and related products and mechatronics products * Environmental Systems Division, ShinMaywa Industries, Ltd.: Design, engineering and sales of Environmental Automotive Market The “TRD 401” reduces the switchover time to about onesixth of that needed with its conventional counterparts, while at the same time achieving enhanced safety and processing accuracy. Going forward, we will aim to receive more orders from Europe and North America. Systems Line of Business * ShinMaywa Engineering, Ltd.: Design, sales, maintenance and Our industrial machinery segment handles products and company performs maintenance and refurbishment to ensure improvement, etc. of Car Parking Systems (absorbed into systems that contribute to rationalization and labor-saving of the stable operation of car parking systems. ShinMaywa Industries on June 1, 2009) production facilities etc. There are four product categories: Water Treatment Equipment, Car Parking Systems, and sells Automatic Wire Terminating Machines, Direct Drive Mechatronics Equipment, and Environmental Systems. Motors, Thin Film Coating Systems, etc., focusing on equipment that contributes to automation of production Water Treatment Equipment: Principal products are * ShinMaywa Aqua Technology Services, Ltd.: Installation, Mechatronics Equipment: The Company designs, develops maintenance and repair of pumps and related products * ShinMaywa (Asia) Pte. Ltd.: Sales and maintenance of industrial machinery and environmental systems “TRD 401” ShinMaywa Receives an Order for the Refuse Transfer Station System (compaction / transfer facility) from Shanghai, the Largest of its Kind in China equipment utilized in sewage treatment plants and at civil facilities and enhances added value. Aircraft Passenger engineering and construction sites. The Company offers the Boarding Bridges equipped with automatic control functions equipment and systems required to swiftly convey the effluent are included in this category. discharged from homes and industry to final treatment facilities. recycling and treatment technologies, including those for Car Parking Systems: The Company designs and sells car systematization of treatment processes from refuse collection parking systems equipped with an elevator mechanism or a to storage and transfer facilities, and safe and highly efficient etc. of Automatic Wire Terminating Machines and Aircraft in 2010, construction work is underway through concerted rotary and vertical mechanism, ranging from systems for treatment plants etc. Passenger Boarding Bridges efforts between a local corporation and ShinMaywa. * ShinMaywa (America), Ltd.: Sales and maintenance of industrial machinery * ShinMaywa (Shanghai) Trading Co., Ltd.: Services for and sales of Environmental Systems: The Company develops refuse ShinMaywa was chosen by the municipal government of Shanghai as a supplier for its refuse transfer station system industrial machinery and assembly of Automatic Wire Terminating which, after reducing volume in an efficient manner through Machines the use of waterways, transports general waste to landfill * ShinMaywa (Bangkok) Co., Ltd.: Maintenance, repair, installation, sites. For a target completion in time for the Shanghai Expo detached houses to those for condominiums. In addition, the Business Environment in Fiscal 2008 ●R obust sales of Car Parking Systems were maintained. ●S ales of Mechatronics Equipment and Sales (Millions (Millions of yen) of yen) 60,000 60,000 54,791 54,791 51,114 51,114 50,529 50,529 49,206 49,206 47,175 47,175 50,000 50,000 40,000 40,000 Environmental Systems were lackluster 30,000 30,000 owing to deterioration of markets, 20,000 20,000 postponement of orders, etc. 10,000 10,000 0 12 Operating Income 0 ’04 ’04 (Millions (Millions of yen) of yen) 5,0005,000 4,454 4,454 4,0004,000 3,0003,000 3,295 3,2953,097 3,255 3,097 3,255 2,695 2,695 2,0002,000 1,0001,000 ’05 ’05 ’06 ’06 ’07 ’07 ’08 (FY) ’08 (FY) 0 0 ’04 ’04 ’05 ’05 ’06 ’06 ’07 ’07 ’08 (FY) ’08 (FY) Business Results for Fiscal 2008 Coating Systems declined. Regarding Automatic Wire Terminating Water Treatment Equipment: Both orders and sales declined. Machines, despite an increase in sales, orders declined substantially. Although the CNW Series and CNWX Series, Hiefficiency and Sales of Aircraft Passenger Boarding Bridges increased owing to Good Particles Passage Performance Submersible Pump made a completion of a large project in Japan and other factors. significant contribution, demand for systems for public works was Withdrawal from the beauty and medical equipment business in sluggish. fiscal 2008 contributed to improved profitability. Profitability of Car Car Parking Systems: Sales increased despite a decline in orders Parking Systems improved. As a result, despite lower sales, overall for new projects. Revenues from repair services remained at the operating income increased for this product category. same level as the previous year. Environmental Systems: Both orders for and deliveries of the Mechatronics Equipment: Both orders for and sales of Thin Film mainstay refuse transfer and sorting facilities declined. 13 Review of Operations by Segment Strategies for Sustained Growth of the ShinMaywa Group Special Purpose Truck Business Construction & Others Hiroshima Plant Line of Business Composition of the Segment This segment comprises three subsidiaries: Maywa Komuten, *M aywa Komuten, Ltd.: Construction, civil engineering, electrical Ltd. carries out construction and civil engineering work under engineering, work related to water supply and drainage, and contract, ShinMaywa Shoji, Ltd. is engaged in real estate and work related to air conditioning temporary personnel services, and ShinMaywa Soft Sano Plant Products: Rear Dump Body and Tipping Gear for large dump trucks, Detachable Container System, and Direct Drive Type Concrete Mixing Drum Products: Refuse Collector and Vacuum Loader * S hinMaywa Shoji, Ltd.: Real estate and temporary personnel Technologies, Ltd. develops and designs computer systems services under contract. Samukawa Plant * S hinMaywa Soft Technologies, Ltd.: Development of computer November 2009 marks ShinMaywa Industries’ 60th Anniversary. systems Not only were we the first company to manufacture special purpose trucks in Japan, but we have maintained our leadership in this business field. We provide many kinds of special purpose trucks. Our special purpose trucks are categorized Sales Business Environment in Fiscal 2008 Construction-related: Despite deterioration of the construction market, sales (Millions of yen) increased because sales of several projects were booked in fiscal 2008, and not in 15,000 fiscal 2007 as originally scheduled, owing to revisions to the Building Standards Act. 12,000 into three fields: construction, distribution and environment. (Millions of yen) 14,816 11,580 11,504 400 9,747 489 375 395 300 298 and regulatory environments. to changes in the economic Business Results for Fiscal 2008 6,000 200 Construction-related: Although orders for construction work declined, sales 3,000 100 0 intensifying competition and cancellation and postponement of projects triggered by deterioration of the construction market. On the other hand, sales increased because of work that was postponed until fiscal 2008 owing to the impact of the revisions to the Building Standards Act. 11,504 11,580 9,747 9,000 400 (Millions of yen) 150,000 6,000 12,595 ’04 9,747 ’05 ’06 ’07 0 ’08 (FY) 54,791 50,529 4,000 0,000 business performance. Then, we will show you the Group’s strategies for both 000,000 the Japanese market, which is expected to show little or no growth, and the promising overseas markets, which offer opportunities for expansion. 120,000 ’06 This special feature presents the future direction of the special purpose truck (Millions of yen) ’07 ’08 (FY)3,000 3,000 00,000 0,000 2,450 90,000 ’08 (FY) business 4,000toward sustained growth. Let’s start by looking at the trend of our 3,840 66 ’05 ’07 marketplace. 298 (Millions of yen) 138,959 ’04 ’06 recognize that now is the time to step up our efforts while putting in place a (Millions of yen) 150,000 144,451 00,000 100 ’05 major cost savings. However, among our businesses, this one has been the most severely affected by the global recession that struck last year. Therefore, we 395 200 120,000 ’04 0 ’08 (FY) system enabling us to bring our capabilities into full play in the global 375 300 3,000 0 ’07 489 500 12,595 in line with the Temporary personnel services: Both orders and sales declined decline in demand for temporary workers. ’06 66 products, while also striving to increase the ratio of overseas sales and achieve (Millions of yen) 14,816 12,000 ’05 In recent years, we have aimed at enhancing the stability of the performance of this business by capitalizing on our ability to provide highly customized Operating Income (Millions of yen) 15,000 ’04 Products: Rear Dump Body and Tipping Gear for small dump trucks and Tail Gate Lifters performance of this business is exposed to the risk of short-term fluctuations due 9,000 increased owing to a large project. Orders for construction work declined because of 14 In order to maintain our focus on meeting the various needs of our customers, most of our special purpose trucks are built to order. However, the 500 12,595 90,000 0,000 0,000 15 Strategies for Sustained Growth of the ShinMaywa Group Special Purpose Truck Business Strategies for the Special Purpose Truck Business in Japanese Market The indicator used to forecast the trend of the Company’s special purpose truck business is the demand for standard bottoming out, demand for standard trucks in Japan, and trucks of 4 tons or heavier. This figure is an effective indicator therefore also the associated demand for special purpose because approximately 20% of standard trucks are serving as trucks, is unlikely to resume a vigorous upward trend in view special purpose trucks and the trend has been evident in the of the country’s aging society coupled with a falling birth rate past. and its mature infrastructure. Although our special purpose In recent years, the sharpest decline in demand occurred Although there are indications that the economy may be Cost reductions allow us to provide products meeting Whereas the special purpose truck business is highly customer specifications at attractive prices. We are dependent on subcontractors, we are working to increase the implementing SHIP, a company-wide production innovation ratio of in-house production in order to reduce variable costs initiative, whose benefits are already becoming evident. as a part of our drive to reduce costs. Strategies for the Special Purpose Truck Business in Overseas Markets trucks include environment-related and distribution-related The measures implemented in the Japanese market will also adjacent areas. We intend to ensure the success of this in fiscal 2002. Following the bursting of the IT bubble, the vehicles contributing to the quality of life and the efficiency of be our strengths abroad. expansion by offering high-quality, durable products built to Japanese economy cooled dramatically, leading to the transportation, further growth in demand for construction- robust specifications that fulfill local requirements. collapse of demand for construction-related vehicles, which related vehicles, which account for the largest proportion of vehicles is mature, there are plenty of opportunities overseas, accounts for approximately 40% of sales of special purpose our sales, is not in prospect in Japan where infrastructure is where demand for these vehicles is expected to rise rapidly. ability to offer products at much lower prices than in Japan. trucks. already at an advanced level. Therefore, our growth strategies for the special purpose truck For these markets, we must establish a business model based business are weighted toward overseas markets. on local production and sales of trucks whose specifications meet local needs. Recently, we have established joint-venture We responded by reducing the Group’s special purpose In these circumstances, our two priorities for the Japanese While the domestic market for construction-related In regions where demand is rising, success hinges on the truck factories from five to three while downsizing the market are to maintain a large market share and reduce costs. workforce. trucks completed in Japan has led to increasing overseas companies in China and India to manufacture and sell special expected, since special purpose trucks are indispensable for sales, primarily in the Middle East and Africa. In fiscal 2008, purpose trucks for those two large and growing markets. standard trucks sharply increased compared with the previous maintaining and improving infrastructure, demand will never we exported special purpose trucks to about 70 countries. Accordingly, the new role of Thai ShinMaywa Co., Ltd. is to year, and the special purpose truck segment’s sales and profit cease. Therefore, we believe that maintaining a large market However, the overseas sales ratio declined from the level of ensure stable supply of core components to these companies. increased at an even greater rate. This surge was attributable share will allow us to strengthen our position in the industry. the previous fiscal year because the appreciation of the yen to a rapid increase in replacement demand triggered by the For this purpose, product attractiveness and differentiation placed us at a competitive disadvantage vis-à-vis European finished trucks and local production, we aim to accelerate exhaust gas regulations that came into force in Japan in from competitors’ offerings are crucially important. We are manufacturers and the steep decline in oil prices undermined penetration of the ShinMaywa brand in overseas markets. October 2003. The increase in demand associated with the striving to enrich and refine our products by endowing them the financial position of importers. Once the economy regulatory change continued for approximately four years, with attributes attuned to market needs, namely, low noise, recovers, we will expand our sales territories to encompass during which the special purpose truck segment underpinned energy saving, and light weight (greater loading capacity), so the Group’s performance. that we can win repeat orders. As shown in the graph, in fiscal 2003 demand for Although an overall large increase in demand is not (Millions of yen) precipitated by the collapse of Lehman Brothers in October sales evaporated, with construction-related vehicles, the mainstay of our sales, being hit particularly hard. As a result, the special purpose truck business recorded big drops in sales and operating income. Demand for standard trucks in fiscal ShinMaywa’s Sales of Special Purpose Trucks and Demand for Standard Trucks in Japan (Millions of yen) 120,000 105,495 99,516 52,446 50,000 50,110 48,205 46,110 100,000 44,483 105,427 40,000 85,114 78,735 ShinMaywa’s Sales of Special Purpose Trucks and Overseas Sales (Millions of yen) 1,159 60,000 62,961 60,000 Millio 48,205 46,110 44,483 1200 41,212 40,000 100000 31,713 30,000 52,446 50,110 50,000 144,451 (1,444,510) 138,959 (1,389,590) 000,000 129,681 (0,000,000) (1,296,810) 120000 80,000 449 Sudan 646 Iraq 295 Algeria Millions of yen 41,212 52,000 units for fiscal 2009, we expect the severe business environment to continue. Mongolia (Units) 117,101 60,000 2008 was 63,000 units, which is nearly half the figure for fiscal 2003. As the figure is expected to further decline to Endeavoring to strike a balance between exports of Fiscal 2008 Overseas Sales: Top Five Countries This advantage was wiped out by the global recession 2008. Similar to what happened in fiscal 2002, orders and In recent years, our emphasis on the export of finished 1000 31,713 80000 800 30,000 60000 20,000 600 40,000 20,000 40000 10,000 400 20,000 20000 0 0 ’02 ’03 ’04 ’05 ’06 ’07 ’08 (FY) 0 Australia ’05 ’06 ’07 ’08 314 10,000 0 ’09 930 1,503 ’02 ’03 5,478 2,656 ’04 ’05 8,229 6,285 ’06 ’07 200 4,977 ’08 (FY) ShinMaywa’s sales of special purpose trucks (Millions of yen) ShinMaywa’s sales of special purpose trucks (Millions of yen) Demand for standard trucks in Japan (Units) Overseas sales of special purpose trucks (Millions of yen) 17 16 (%) (%) Corporate Governance Basic Philosophy Regarding Corporate Governance In regard to corporate governance, the ShinMaywa Group places top priority on conducting corporate activities in compliance with relevant laws and regulations, social norms and common sense, while ensuring management transparency and rationality, in order to improve our corporate value. ShinMaywa’s Approach to Corporate Governance Taking into account the business style and scale of ShinMaywa, the company has adopted a corporate auditing system, and introduced an Executive Officer system. The latter is intended to strengthen management functions by transferring individual business management authority to Executive Officers, in order to speed up decision making and clarify management responsibilities. The executive officer system also aims to enhance governance by ensuring that directors (the Board of Directors) concentrate on assessing individual business operations from company-wide perspectives, as well as decision making and the supervision of management resource allocation. Furthermore, ShinMaywa has set the terms of office for Directors and Executive Officers at one year, in order to facilitate management assessment and clarification of management responsibilities. At the same time the Management Personnel Committee was established, as an advisory body to the President, to further improve the transparency and appropriateness of personnel affairs and compensation. The majority of these committee members are experts from outside the Company (lawyers and university professors) and Outside Directors. Currently ShinMaywa has six Directors (two from outside the Company) who attend the monthly Board of Director’s meetings to decide on important management subjects. The Board also monitors the performance of its Directors as deemed appropriate. ShinMaywa has concluded in its articles of association that the number of Directors shall be eight or less. ShinMaywa has thirteen Executive Officers, including five managers from respective divisions, who focus on the implementation of specific projects. These Executive Officers are members of the Management Committee, an advisory body to the President that, in principle, meets twice a month to discuss General meeting of shareholders important matters related to the management of ShinMaywa. Board of Corporate Auditors Independent Auditors (Corporate Auditors and Outside Auditors) (Audit Corporation) There are five Corporate Auditors, three of whom are Outside Auditors who, in addition to attending the Board of Directors’ meetings and other important Board of Directors (Directors and Outside Directors) in-house meetings, perform their duties by listening to business reports from Directors and employees, and inspecting Corporate Ethics Expert Committee Management Personnel Committee (Outside Directors and Experts) (Outside Directors and Experts) Representative final-approval documents. Director The Company has appointed Grant (President and Management Committee CEO) (Directors and Executive Officers) CSR and Quality Assurance Thornton Taiyo ASG as the Company’s Division accounting auditor. Grant Thornton Taiyo Respective division heads (Executive Officers and Employees) Corporate Ethics Helpline (Internal Reporting System) ASG replaced Ernst & Young ShinNihon, whose contract with the Company expired at the closure of the 85th annual general meeting of shareholders. By providing accurate management information to its accounting auditor, the Company has established an environment in which the auditor can conduct accounting audits from a fair standpoint. As part of our compliance efforts, we have stipulated a standard of ethics in order to provide guidelines which ensure all employees conform with laws and regulations, social norms and common sense. ShinMaywa also works to promote awareness of compliance and establish various related programs, such as the “ShinMaywa Ethics Day” and “Corporate Ethics Month”. Furthermore, in order to clarify the responsibility for centralized control of compliance and CSR implementation, as well as quality assurance of products and services the “CSR and Quality Assurance Division” was established, which in turn is evaluated and inspected by the “Corporate Ethics Expert Committee” that was formed primarily with members from outside the company. This committee also put together a system for providing counseling and advice. A corporate ethics consultation section (corporate ethics helpline) was also created in order to eliminate compliance risk through early problem detection and selfgovernance. Board of Directors President and Chief Executive Officer Tadashi Kaneki Board Director and Senior Vice President and Executive Officer Yoshihiro Onishi Board Directors and Executive Officers Keisuke Endo Masao Mizuta Board Directors Koichi Takatsuka *1 Nobutane Yamamoto *1 Senior Vice President and Executive Officer Masachika Matsuoka Vice Presidents and Executive Officers Takashi Sugano Yoshifumi Fujiwara Mikiaki Kato Executive Officers Masaharu Ishii Yasushi Ihara Taku Ikeda Jitsuo Nakane Tomoya Teramoto Hiroichi Sano Corporate Auditors Norio Maki Isao Nishimura Takao Koyama *2 Yuka Shimokobe *2 Kyozo Hayashi *2 Internal Audit Division (Internal Audit Office) Internal Reporting Section (Office of the President) External Reporting Office (Law Firm) An overview of the Company’s management system *1 Outside Director 18 *2 Outside Auditor 19 Financial Section Consolidated Five-year Summary ShinMaywa Industries, Ltd. and Consolidated Subsidiaries Years ended March 31, 2005, 2006, 2007, 2008 and 2009 Thousands of 2005 2006 Millions of yen 2007 2008 2009 U.S. dollars 2009 ¥127,992 ¥129,681 ¥144,451 ¥138,959 ¥127,777 $1,303,847 3,051 3,643 3,840 2,450 26 265 Net cash (used in) provided by operating activities 11,264 (3,876) (1,930) 6,498 (2,021) (20,622) Net cash used in investing activities (2,383) (5,486) (3,352) (4,183) (3,330) (33,980) (9,959) 832 2,943 (1,054) 4,919 50,194 20,850 12,371 10,099 11,333 10,794 110,143 75,523 78,419 82,947 82,925 81,147 828,031 125,900 132,079 141,192 144,206 140,388 1,432,531 For the year: Net sales Net income Net cash provided by (used in) financing activities Cash and cash equivalents at end of the year At year-end: Total net assets Total assets Yen U.S. dollars Per share amounts: Net assets per share Net income per share ¥ 753.96 ¥ 783.47 ¥ 808.16 ¥ 814.56 ¥ 797.49 $ 8.14 28.12 35.36 38.43 24.53 0.27 0.00 60.0 59.4 57.1 56.4 56.7 – 3.9 4.7 4.8 3.0 0.0 – 17.64 18.98 15.87 12.56 766.67 – 3,706 3,773 3,761 3,954 3,883 – Ratios: Capital adequacy ratio (%) Rate of return on equity capital (%) Price earnings ratio (multiple) Other: Number of employees Notes: 1. U.S. dollar amounts in this annual report are translated from Japanese yen, for convenience only, at the rate of ¥98 = US$1.00, the approximate rate prevailing on March 31, 2009. 20 21 Financial Section Consolidated Balance Seets ShinMaywa Industries, Ltd. and Consolidated Subsidiaries Years ended March 31, 2009 and 2008 Millions of yen 2009 Thousands of U.S. dollars (Note 3) 2009 2008 Allowance for doubtful receivables Inventories (Note 5) Trade notes and accounts payable ¥ 10,794 ¥ 11,337 $ 110,143 $ 115,684 47,271 51,577 482,357 526,296 (95) (126) (969) (1,286) 42,409 41,411 432,745 422,561 2,329 2,651 23,765 27,051 Prepaid expenses and other current assets 1,305 1,232 13,316 12,571 104,016 108,083 1,061,388 1,102,888 Property, plant and equipment (Note 14): 5,730 5,782 58,469 59,000 Buildings and structures 36,055 36,021 367,908 367,561 Machinery, equipment and vehicles 35,957 34,463 366,908 351,663 Land (Note 11) Construction in progress Less accumulated depreciation and impairment loss 2008 2009 2008 $ 188,714 $ 257,000 Current liabilities: Deferred income taxes (Note 9) Total current assets Thousands of U.S. dollars (Note 3) Liabilities and Net assets Current assets: Trade notes and accounts receivable 2009 2008 Assets Cash and deposits (Note 4) Millions of yen 720 496 7,347 5,061 78,464 76,763 800,653 783,296 (53,188) (50,729) (542,735) (517,643) 25,276 26,034 257,918 265,653 ¥ 18,494 ¥ 25,186 Short-term bank loans (Note 7) 6,000 – 61,224 – Current portion of long-term debt (Note 7) 2,000 – 20,408 – Accrued expenses 5,053 6,963 51,561 71,051 Accrued income taxes (Note 9) 1,014 1,010 10,347 10,306 Accrued bonuses for directors 46 152 469 1,551 Provision for product warranty 103 109 1,051 1,112 Provision for losses on construction contracts 1,502 896 15,327 9,143 Other current liabilities 5,433 4,723 55,439 48,194 39,647 39,042 404,561 398,388 Long-term debt (Note 7) 4,323 6,000 44,112 61,224 Accrued retirement benefits for employees (Note 8) Total current liabilities Long-term liabilities: 8,081 8,848 82,459 90,286 Accrued retirement benefits for directors and corporate auditors 669 823 6,827 8,398 Deferred income taxes (Note 9) 223 317 2,276 3,235 62 62 633 633 Deferred income taxes on land revaluation reserve (Note 11) Negative goodwill Other long-term liabilities 531 678 5,418 6,918 5,701 5,509 58,173 56,214 Total long-term liabilities 19,593 22,238 199,929 226,918 Total liabilities 59,240 61,281 604,490 625,316 Contingent liabilities (Note 10) Net assets: Shareholders’ equity (Note 12): Common stock Authorized – 300,000,000 shares Property, plant and equipment, net Investments and long-term loans receivable: 381 202 3,888 2,061 2,371 3,331 24,194 33,990 4 13 41 133 Total investments and long-term loans receivable 2,757 3,546 28,133 36,184 Deferred income taxes (Note 9) 4,569 2,834 46,622 28,918 Other assets (Note 14) 3,768 3,707 38,449 37,827 ¥140,388 ¥144,206 $1,432,531 $1,471,490 Investments in an unconsolidated subsidiary and affiliates Investment securities (Note 6) Long-term loans receivable Total assets Issued – 119,727,565 shares at March 31, 2009 and 2008 15,981 15,981 163,071 163,071 Capital surplus 15,737 15,739 160,582 160,602 Retained earnings (Note 20) 56,549 57,524 577,031 586,980 Less treasury common stock, at cost; 19,933,888 shares at March 31, 2009 and 19,862,697 shares at March 31, 2008 (8,194) (8,175) (83,612) (83,418) 80,074 81,070 817,082 827,245 158 673 1,612 6,867 Land revaluation reserve (Note 11) (389) (389) (3,969) (3,969) Translation adjustments (259) (8) (2,643) (82) (490) 275 (5,000) 2,806 1,563 1,579 15,949 16,112 Total shareholders’ equity Valuation and translation adjustments: Unrealized gain on securities (Note 6) Total valuation and translation adjustments: Minority interests Total net assets Total liabilities and net assets 81,147 82,925 828,031 846,173 ¥140,388 ¥144,206 $1,432,531 $1,471,490 The accompanying notes are an integral part of these statements. 22 23 Financial Section Consolidated Statements of Income Consolidated Statements of Changes in Net Assets ShinMaywa Industries, Ltd. and Consolidated Subsidiaries Years ended March 31, 2009 and 2008 ShinMaywa Industries, Ltd. and Consolidated Subsidiaries Years ended March 31, 2009 and 2008 Millions of yen Net sales Cost of sales (Notes 5 and 15) 2009 2008 2009 2008 ¥127,777 ¥138,959 $1,303,847 $1,417,949 110,698 116,198 1,129,571 1,185,694 17,079 22,760 174,276 232,245 Gross profit Selling, general and administrative expenses (Notes 13 and 15) Operating income 16,111 17,752 164,398 181,143 968 5,008 9,878 51,102 Other income (expenses): 76 73 776 745 (103) (80) (1,051) (816) Amortization of negative goodwill 146 52 1,490 531 Equity in losses of an unconsolidated subsidiary and affiliates (60) (37) (612) (378) Restructuring losses (Note 8) (18) (333) (184) (3,398) Impairment losses on other securities (Note 6) (291) (117) (2,969) (1,194) Other, net (Note 14) (102) (331) (1,041) (3,378) (353) (774) (3,602) (7,898) 615 4,233 6,276 43,194 1,723 1,523 17,582 15,541 (1,150) 201 (11,735) 2,051 15 57 153 582 26 ¥ 2,450 Interest and dividend income Interest expense Income before income taxes and minority interests Shareholders' Equity Thousands of U.S. dollars (Note 3) Number of shares of Common common stock stock Capital surplus Valuation and translation adjustments Treasury common Unrealized Land Retained stock, at gain on revaluation Translation Minority earnings cost securities reserve adjustments interests Total net assets Millions of yen Balance at March 31, 2007 Disposal of treasury stock Acquisition of treasury stock Dividends paid Net income for the year Net changes in items other than those in shareholders’ equity Balance at March 31, 2008 Disposal of treasury stock Acquisition of treasury stock Dividends paid Net income for the year Net changes in items other than those in shareholders’ equity Balance at March 31, 2009 119,727,565 ¥15,981 ¥15,739 ¥55,990 ¥(8,152) ¥1,401 ¥(306) ¥ 90 ¥2,202 ¥82,947 – – 0 – 3 – – – – 3 – – – – (27) – – – – (27) – – – (999) – – – – – (999) – – – 2,450 – – – – – 2,450 – – – 82 – (728) (82) (98) (623) (1,450) 119,727,565 15,981 15,739 57,524 (8,175) 673 (389) (8) 1,579 82,925 – – (2) (3) 15 – – – – 9 – – – – (33) – – – – (33) – – – (998) – – – – – (998) – – – 26 – – – – – 26 – – – – – (514) – (251) (16) (782) 119,727,565 ¥15,981 ¥15,737 ¥56,549 ¥(8,194) ¥ 158 ¥(389) ¥(259) ¥1,563 ¥81,147 Income taxes (Note 9): Current Deferred Minority interests Net income ¥ $ 265 $ 25,000 The accompanying notes are an integral part of these statements. 24 25 Financial Section Consolidated Statements of Cash Flows ShinMaywa Industries, Ltd. and Consolidated Subsidiaries Years ended March 31, 2009 and 2008 Shareholders' Equity Common stock Capital surplus Valuation and translation adjustments Treasury common stock, at cost Retained earnings Millions of yen Unrealized Land gain on revaluation Translation adjustments securities reserve Minority interests Total net assets $163,071 $160,602 $571,327 $(83,184) $14,296 $(3,122) 918 $22,469 $846,398 – 0 – 31 – – – – 31 – – – (276) – – – – (276) – – (10,194) – – – – – (10,194) – – 25,000 – – – – – 25,000 – – 837 – (7,429) (837) 1,000 (6,357) (14,795) 163,071 160,602 586,980 (83,418) 6,867 (3,969) (82) 16,112 846,173 – (20) (31) 153 – – – – (92) – – – (337) – – – – (337) – – (10,184) – – – – – (10,184) – – 265 – – – – – 265 – – – – (5,245) 2009 2008 – $ (2,561) (163) (7,979) 2009 ¥ 615 ¥ 4,233 $ 6,276 $ 43,194 3,929 3,733 40,092 38,092 60 37 612 378 291 117 2,969 1,194 (919) (393) (9,378) (4,010) Interest and dividend income (76) (73) (776) (745) Interest expense 103 80 1,051 816 4,199 6,610 42,847 67,449 Increase in inventories (1,025) (7,618) (10,459) (77,735) (Decrease) increase in trade notes and accounts payable (6,582) 464 (67,163) 4,735 (666) 1,587 (6,796) 16,194 (72) 8,779 (735) 89,582 77 72 786 735 (103) (80) (1,051) (816) Income taxes paid (1,923) (2,272) (19,622) (23,184) Net cash (used in) provided by operating activities (2,021) 6,498 (20,622) 66,306 (2,427) (2,306) (24,765) (23,531) (429) (507) (4,378) (5,173) – (1,095) – (11,173) (0) (331) (0) (3,378) (473) 57 (4,827) 582 (3,330) (4,183) (33,980) (42,684) Increase in short-term bank loans 6,000 – 61,224 – Acquisition of treasury stock, net (24) (23) (245) (235) (998) (999) (10,184) (10,194) Dividends paid to minority shareholders (21) (32) (214) (327) Other, net (36) – (367) – Net cash provided by (used in) financing activities 4,919 (1,054) 50,194 (10,755) Effect of exchange rate changes on cash and cash equivalents (106) (26) (1,082) (265) Net (decrease) increase in cash and cash equivalents (538) 1,233 (5,490) 12,582 11,333 10,099 115,643 103,051 ¥10,794 ¥11,333 $110,143 $115,643 2008 Operating activities Income before income taxes and minority interests Thousands of U.S. dollars (Note 3) Balance at March 31, 2007 Disposal of treasury stock Acquisition of treasury stock Dividends paid Net income for the year Net changes in items other than those in shareholders’ equity Balance at March 31, 2008 Disposal of treasury stock Acquisition of treasury stock Dividends paid Net income for the year Net changes in items other than those in shareholders’ equity Balance at March 31, 2009 Thousands of U.S. dollars (Note 3) Depreciation and amortization Equity in losses of an unconsolidated subsidiary and affiliates Impairment losses on other securities Decrease in accrued retirement benefits for employees, directors and corporate auditors Decrease in trade notes and accounts receivable Other, net Interest and dividends received Interest paid Investing activities $163,071 $160,582 $577,031 $(83,612) The accompanying notes are an integral part of these statements. $ 1,612 $(3,969) $(2,643) $15,949 $828,031 Purchases of property, plant and equipment Purchases of intangible assets Purchases of consolidated subsidiary’s stock accompanied by changes in scope of consolidation (Note 4) Purchases of consolidated subsidiary’s stocks from minority shareholders Other, net Net cash used in investing activities Financing activities Dividends paid Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year (Note 4) The accompanying notes are an integral part of these statements. 26 27 Financial Section Notes to Consolidated Financial Statements ShinMaywa Industries, Ltd. and Consolidated Subsidiaries Years ended March 31, 2009 and 2008 1. Summary of Significant Accounting Policies (a) Basis of presentation ShinMaywa Industries, Ltd. (the “Company”) and its domestic consolidated subsidiaries maintain their books of account in conformity with the financial accounting standards of Japan, and its overseas consolidated subsidiaries maintain their books of account in conformity with those of their countries of domicile. The accompanying consolidated financial statements have been compiled from the consolidated financial statements prepared by the Company as required under the Financial Instruments and Exchange Act of Japan and, (d) Foreign currency translation All monetary assets and liabilities, regardless of whether they are short-term or long-term, denominated in foreign currencies are translated into yen at the exchange rates prevailing as of the fiscal year end, and the resulting gain and loss are included in income. Balance sheet accounts and revenue and expense accounts of the overseas consolidated subsidiaries are translated into yen at the exchange rates prevailing as of the fiscal year end, except for the components of net assets excluding minority interests which are translated at their historical exchange rates. Translation adjustments are presented as a component of valuation and translation adjustments and minority interests. therefore, have been prepared in accordance with accounting principles generally accepted in Japan, which are different in certain respects as to the application and disclosure requirements of International Financial Reporting Standards. As permitted by the Financial Instruments and Exchange Act, amounts of less than one million yen have been omitted. As a result, the totals shown in the accompanying consolidated financial statements (both in yen and in U.S. dollars) do not necessarily agree with the sums of the individual amounts. (b) Scope of Consolidation The consolidated financial statements included the accounts of the Company and its 20 subsidiaries for the years ended March 31, 2009 and 2008. Investments in one subsidiary and 2 affiliates are accounted for by the equity method for the years ended March 31, 2009 and 2008. (c)Principles of consolidation and accounting for investments in unconsolidated subsidiaries and affiliates The accompanying consolidated financial statements include the accounts of the Company and significant companies controlled directly or indirectly by the Company. Companies over which the Company exercises significant influence in terms of their operating and financial policies have been included in the consolidated financial statements on an equity basis. All significant intercompany balances and transactions have been eliminated in consolidation. The balance sheet date of certain consolidated subsidiaries is December 31. Any significant differences in intercompany accounts and transactions arising from intervening intercompany transactions during the period from January 1 through March 31 have been adjusted, if necessary. (e) Cash equivalents For the purpose of the consolidated statements of cash flows, all highly liquid investments with a maturity of three months or less when purchased are considered cash equivalents. (f) Securities Securities are generally classified into three categories: trading, held-to-maturity or other securities. Securities held by the Company and its consolidated subsidiaries are all classified as other securities. Marketable securities classified as other securities are carried at fair value with any changes in unrealized gain or loss, net of the applicable income taxes, included directly in net assets. Non-marketable securities classified as other securities are carried at cost. Cost of securities sold is determined by the moving average method. (g) Inventories Inventories are stated principally at the lower of cost, cost being determined by the moving average method, or net selling value. (Change in accounting policy of the Company and its consolidated subsidiaries) Effective the year ended March 31, 2009, the Company and its consolidated subsidiaries adopted the “Accounting Standard for Measurement of Inventories” (Accounting Standards Board of Japan (“ASBJ”) Statement No. 9 issued on July 5, 2006). This standard requires that inventories held for sale in the ordinary course of business be measured at the lower of cost or net selling value, which is defined as the selling price less incremental estimated manufacturing costs and estimated direct selling expenses. As a result of this change, operating income and income before income taxes and minority interests decreased by ¥133 million ($1,357 thousand) for the year ended March 31, 2009 compared with the corresponding amounts which would have been recorded under the previous method. The effect of this change on segment information is described in Note 19. 28 29 Financial Section (h) Property, plant and equipment Depreciation of property, plant and equipment is computed by the declining-balance method, except that certain foreign subsidiaries apply the straight-line method. The Company and its principal domestic consolidated subsidiaries apply useful lives and residual value of the respective assets as prescribed by the Corporation Tax Law for accounting purposes. Leased assets under lease transactions that do not transfer ownership of the leased assets to the lessee are depreciated over the respective lease periods by the straight-line method to a nil residual value. Finance leases commencing prior to April 1, 2008 that do not transfer ownership of the leased assets to the lessee are accounted for as operating lease transactions as permitted by the revised accounting standard. Property, plant and equipment and intangible fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized if certain indicators of asset impairment exist and the book value of an asset exceeds the undiscounted sum of future cash flows of the asset and is measured as the excess of the book value over the higher of (1) the fair market value of the asset, net of disposition costs, and (2) the present value of future cash flows arising from ongoing utilization of the asset and from disposal of the asset after use. Business assets of the Company and its consolidated subsidiaries are grouped at its management accounting units (Additional Information) Effective the year ended March 31, 2009, the Company and its domestic consolidated subsidiaries reviewed the utilization status of tangible fixed assets and changed the useful lives of certain assets based on the revised Corporation Tax Law. As a result of this change, operating income and income before income taxes and minority interests decreased by ¥109 million ($1,112 thousand) for the year ended March 31, 2009 compared with the corresponding amounts which would have been recorded under the previous method. The effect of this change on segment information is described in Note 19. Effective the year ended March 31, 2008, depreciation of tangible fixed assets acquired on or before March 31, 2007, which have been depreciated to their respective allowable limits, is calculated by a method which depreciates the residual value by the straight-line method over five years to memorandum value. As the result of this change, operating income and income before income taxes and minority interests decreased by ¥153 million ($1,561 thousand) for the year ended March 31, 2008 compared with the corresponding amounts which would had been recorded under the previous method. (i) Allowance for doubtful receivables for impairment testing. However, the Company and its consolidated subsidiaries determine whether an asset is An allowance for doubtful receivables is provided at an amount calculated based on historical experience, while specific impaired on an individual asset basis for leased assets and when the business asset is deemed idle or it is scheduled to allowances for doubtful receivables are provided for the estimated amounts considered to be uncollectible after be disposed of. reviewing individual collectibility. (Changes in accounting policy of the Company and its consolidated subsidiaries) Under the previous accounting standard, finance leases that transfer ownership of the leased assets to the lessee were to be capitalized, however, other finance leases that do not transfer ownership to the lessee were permitted to be accounted for as operating lease transactions if certain “as if capitalized” information was disclosed in the notes to the lessee’s financial statements. However, effective the year ended March 31, 2009, the Company and its domestic (j) Accrued bonuses for directors Accrued bonuses for directors are provided for payments of bonuses to directors based on estimated amounts. (k) Provision for product warranty consolidated subsidiaries have adopted “Accounting Standard for Lease Transactions” (ASBJ Statement No. 13 originally For payments of the after-sales service expense of the product and the repair cost of the completed work, provision for issued by the First Committee of the Business Accounting Council on June 17, 1993 and revised on March 30, 2007) product warranty is provided based on past experience. and “Guidance on Accounting Standard for Lease Transactions” (ASBJ Guidance No. 16 originally issued by the Accounting System Committee of the Japanese Institute of Certified Public Accountants on January 18, 1994 and revised on March 30, 2007). The revised accounting standard requires that all finance lease transactions shall be capitalized recognizing leased assets and lease obligations in the balance sheet. The Company and its consolidated subsidiaries adopted the revised accounting standard and account for all finance lease arrangements which have been entered into on or after April 1, 2008 as if they have been purchased or sold under ordinary buy or sell transactions. (l) Provision for losses on construction contracts With regard to construction contracts that have not yet been delivered and are with high probability of generating losses at the end of the fiscal year, and where it is possible to reasonably estimate the amount of such losses, the estimated amount of losses to be incurred is provided as provision for losses on construction contracts. The effect of this change was immaterial for the year ended March 31, 2009. Effective the year ended March 31, 2008, depreciation of tangible fixed assets acquired on or after April 1, 2007 have been calculated in accordance with the revised Corporation Tax Law. The application of the provisions of the revised Corporation Tax Law had an immaterial effect on net income for the year ended March 31, 2008 compared with the corresponding amount which would had been recorded if the previous method had been followed. 30 31 Financial Section (m)Retirement benefits Accrued retirement benefits for employees are provided principally at an amount calculated based on the retirement (q) Derivative financial instruments Derivatives are stated at fair value. benefit obligation and the fair value of the pension plan assets at the balance sheet dates, as adjusted for unrecognized actuarial gain or loss and unrecognized prior service cost. The retirement benefit obligation is attributed to each period by the straight-line method over the estimated remaining years of service of the eligible employees. Actuarial gain and loss are amortized in the year following the year in which the gain or loss is recognized primarily by the straight-line method over a period of 13 years which falls within the average remaining years of service of the eligible employees. Prior service cost is amortized as incurred by the straight-line method over a period of 13 years which falls within the average remaining years of service of the eligible employees. Certain domestic consolidated subsidiaries have adopted a simplified method for calculating their retirement benefit obligation which is permitted under the accounting standard for retirement benefits. In addition, subject to the shareholders’ approval, directors and corporate auditors of the Company and its (r) Revenue recognition Revenues from production of STOL Search and Rescue Amphibians are recognized by the percentage-of-completion method. Revenues from production of waste treatment facilities with contracted amounts exceeding ¥400 million and production periods exceeding one year are also recognized by the percentage-of-completion method. Sales recognized by the percentage-of-completion method amounted to ¥6,198 million ($63,245 thousand) and ¥7,445 million ($75,969 thousand) for the years ended March 31, 2009 and 2008, respectively. (s) Consumption taxes All amounts in the accompanying financial statements are stated exclusive of consumption tax. Non-deductible consolidated subsidiaries are customarily entitled to lump-sum payments of retirement benefits. Provision for retirement consumption taxes paid by a domestic consolidated subsidiary which can not be reduced from consumption taxes benefits for those officers has been made at estimated amounts under the internal rules of the Company and its received in accordance with the Consumption Tax Law of Japan are charged to income as incurred. consolidated subsidiaries. (t) Goodwill and negative goodwill (n) Income taxes Goodwill or negative goodwill, the differences between the cost and the underlying equity in net assets at the respective Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases dates of acquisition of the consolidated subsidiaries, is amortized over the period of 5 years except for the immaterial of the assets and liabilities, and are measured using the enacted tax rates and laws which will be in effect when the differences which are charged or credited to income as incurred. differences are expected to reverse. (o) Research and development costs Research and development costs are charged to income as incurred and are included in cost of sales and selling, general and administrative expenses. (p) Amounts per share 2. Change in Accounting Policy Effective the year ended March 31, 2009, the Company and its consolidated subsidiaries applied “Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for the Consolidated Financial Statements” (ASBJ Practical Issues Task Force No.18 issued on May 17, 2006) and made necessary adjustments in the consolidation process. The effect of this change was immaterial. Net income per share is computed based on the net income available for distribution to shareholders of common stock and the weighted-average number of shares of common stock outstanding during the year. Amounts per share of net assets are computed based on net assets available for distribution to the shareholders and the number of shares of common stock outstanding at the year end. 32 33 Financial Section 3. U.S. Dollar Amounts 5. Inventories The translations of yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan Inventories at March 31, 2009 and 2008 consisted of the following: and have been made for both 2009 and 2008, as a matter of arithmetic computation only, at the rate of ¥98 = U.S.$1.00, Millions of yen the approximate rate of exchange in effect on March 31, 2009. The translations should not be construed as a representation that yen have been, could have been, or could in the future be, converted into U.S. dollars at the above or any other rate. 4. Supplementary Cash Flow Information Thousands of U.S. dollars 2009 2008 2009 2008 Finished goods ¥ 2,191 ¥ 2,519 $ 22,357 $ 25,704 Work in process 28,753 27,989 293,398 285,602 Raw materials and supplies 11,253 10,340 114,827 105,510 211 562 2,153 5,735 ¥42,409 ¥41,411 $432,745 $422,561 Real estate for sale Information related to cash and cash equivalents as of March 31, 2009 and 2008 is as follows: A loss on devaluation of inventories in the amount of ¥281 million ($2,867 thousand) is recorded under cost of sales Millions of yen Cash and deposits Time deposits with deposit terms of more than three months Cash and cash equivalents at end of the year for the year ended March 31, 2009. Thousands of U.S. dollars 2009 2008 2009 2008 ¥10,794 ¥11,337 $110,143 $115,684 – ¥10,794 – (4) ¥11,333 $110,143 6. Securities (41) $115,643 a)Information with respect to marketable securities classified as other securities as of March 31, 2009 and 2008 are as follows: March 31, 2009 The following shows a breakdown of assets and liabilities at the initial consolidation of the subsidiary initially consolidated in the year ended March 31, 2008 through stock acquisition and the relationship between net expenditure and Acquisition cost cost for the acquisition of the subsidiary: Thousands of U.S. dollars 2008 $ 28,990 832 8,490 (1,269) (12,949) Long-term liabilities (607) (6,194) Negative goodwill (422) (4,306) Current liabilities Acquisition cost of shares 1,374 14,020 Cash and cash equivalents of the acquired company (279) (2,847) ¥ 1,095 $ 11,173 Net expenditure for consolidated subsidiary stock 34 Carrying amount Unrealized gain (loss) Thousands of U.S. dollars Securities whose fair value exceeds their acquisition cost: Equity securities ¥ 2,841 Fixed assets Unrealized gain (loss) Acquisition cost Millions of yen Millions of yen Current assets Carrying amount Bonds and debentures Other securities ¥ 798 ¥1,237 ¥ 438 $ 8,143 $12,622 $ 4,469 – – – – – – – – – – – – ¥ 798 ¥1,237 ¥ 438 $ 8,143 $12,622 $ 4,469 ¥ 676 ¥ 508 ¥(167) $ 6,898 $ 5,184 $(1,704) – – – – – – Securities whose acquisition cost exceeds their fair value: Equity securities Bonds and debentures Other securities – – – – – – ¥ 676 ¥ 508 ¥(167) $ 6,898 $ 5,184 $(1,704) ¥1,475 ¥1,745 ¥ 270 $15,051 $17,806 $ 2,755 35 Financial Section 7. Short-Term Bank Loans and Long-Term Debt March 31, 2008 Acquisition cost Carrying amount Unrealized gain (loss) Acquisition cost Millions of yen Carrying amount Unrealized gain (loss) Thousands of U.S. dollars 0.92%. Securities whose fair value exceeds their acquisition cost: Equity securities Long-term debt at March 31, 2009 and 2008 consisted of the following: ¥ 932 ¥2,247 ¥1,314 $ 9,510 $22,929 $13,408 Bonds and debentures – – – – – – Other securities – – – – – – ¥ 932 ¥2,247 ¥1,314 $ 9,510 $22,929 $13,408 Securities whose acquisition cost exceeds their fair value: Equity securities ¥ 625 ¥ 458 ¥(167) $ 6,378 $ 4,673 $(1,704) Bonds and debentures – – – – – – Other securities – – – – – – ¥ 625 ¥ 458 ¥(167) $ 6,378 $ 4,673 $(1,704) ¥1,557 ¥2,705 ¥1,147 $15,888 $27,602 $11,704 The impairment losses associated with the fair market value determination of marketable securities classified as other securities are ¥291 million ($2,969 thousand) and ¥117 million ($1,194 thousand) for the years ended March 31, 2009 and 2008, respectively. Impairment losses are recorded for securities whose fair value has declined by 50% or more or for those which have declined within a range of 30% or more, but less than 50% if the decline is deemed to be irrecoverable. b) The aggregate book value of securities with no available fair value as of March 31, 2009 and 2008 are as follows: Millions of yen 2009 Unlisted stocks Short-term bank loans at March 31, 2009 represent loans on deeds from banks with the weighted-average interest rate of ¥625 Thousands of U.S. dollars 2008 ¥626 Millions of yen Unsecured loans due through 2011 with weighted-average interest rates of 1.11% at March 31, 2009 and 1.27% at March 31, 2008 2009 2008 ¥ 6,000 ¥6,000 Lease obligations due through 2015 Less current portion Thousands of U.S. dollars 2009 $ 61,224 2008 $61,224 323 – 3,296 – 6,323 6,000 64,520 61,224 (2,000) – (20,408) – ¥ 4,323 ¥6,000 $ 44,112 $61,224 The aggregate annual maturities of long-term debt subsequent to March 31, 2009 are as follows: Years ending March 31, (Millions of yen) 2010 (Thousands of U.S. dollars) ¥2,078 $21,204 2011 2,073 21,153 2012 2,072 21,142 2013 68 694 2014 29 296 2015 0 0 Total ¥6,323 $64,520 Lease obligations of ¥78 million ($796 thousand) as of March 31, 2009 whose maturity dates are in the year ending 2009 2008 $6,378 $6,388 March 31, 2010 are included in the long-term debt of ¥4,323 million ($44,112 thousand) presented in the consolidated balance sheet as of March 31, 2009. 8. Retirement Benefit Plans for Employees The Company and its domestic consolidated subsidiaries have defined benefit plans, i.e., corporate pension plans, taxqualified pension plans and lump-sum payment plans, covering substantially all their employees. Eligible employees, upon termination of employment, are entitled to lump-sum or annuity payments, the amounts of which are determined by reference to their basic rates of pay, length of service, and the conditions under which termination occurs. The certain consolidated subsidiaries participate in the multi-employer welfare pension fund plan. 36 37 Financial Section The following table sets forth the funded and accrued status of the plans, and the amounts recognized in the The assumptions used in the accounting for the above plans were as follows: consolidated balance sheets at March 31, 2009 and 2008 for the Company’s and the consolidated subsidiaries’ defined 2009 benefit plans: Millions of yen 2009 Retirement benefit obligation Thousands of U.S. dollars 2008 ¥(23,976) ¥(24,519) 2009 2008 $(244,653) $(250,194) 12,139 13,368 123,867 136,408 (11,836) (11,150) (120,776) (113,776) Unrecognized actuarial loss 4,586 2,863 46,796 29,214 Unrecognized prior service cost (132) (128) (1,347) (1,306) (7,383) (8,416) (75,337) (85,878) 698 432 7,122 4,408 ¥ (8,081) ¥ (8,848) $ (82,459) $ (90,286) Plan assets at fair value Unfunded retirement benefit obligation Net retirement benefit obligation Prepaid pension cost Accrued retirement benefits 2008 Discount rate 2.0% 2.0% Expected rates of return on plan assets 1.4% 2.2% Certain subsidiaries contributed ¥39 million ($398 thousand) to the multi-employer welfare pension fund plan for the year ended March 31, 2009, which was not included in the table of retirement benefit expenses above. The funded status of the multi-employer welfare pension fund plan as of March 31, 2009 and 2008 is as follows: 2009 2008 (Millions of yen) Plan assets Projected benefit obligation recorded by pension fund Unfunded status 2009 2008 (Thousands of U.S. dollars) ¥ 83,238 ¥97,361 $ 849,367 $ 993,480 104,244 99,244 1,063,714 1,012,694 ¥(21,006) ¥(1,883) $(214,347) $ (19,214) Certain domestic consolidated subsidiaries have adopted a simplified method for calculating their retirement benefit The Company’s contribution percentage for the multi-employer welfare pension fund plan was 0.7% for the years obligation which is permitted under the accounting standard for retirement benefits. The components of retirement benefit expenses for the years ended March 31, 2009 and 2008 are outlined as follows: March 31, 2009 and 2008. This percentage does not agree with the actual share percentage of the consolidated subsidiaries to the pension plan. Millions of yen The unfunded status of the multi-employer welfare plan mainly represented past service liabilities of ¥20,380 million Thousands of U.S. dollars 2009 2008 Service cost ¥1,064 ¥1,304 $10,857 $13,306 Interest cost 459 463 4,684 4,724 (182) (284) (1,857) (2,898) 402 329 4,102 3,357 Expected return on plan assets Amortization of actuarial loss Amortization of prior service cost Total 2009 ($207,959 thousand) and unfunded amounts of ¥625 million ($6,378 thousand) as of March 31, 2009. The unfunded 2008 3 3 31 31 ¥1,746 ¥1,816 $17,816 $18,531 Retirement benefit expenses of certain domestic consolidated subsidiaries, which have been calculated by a simplified method, are included in service cost in the above table. In addition to the above, a consolidated subsidiary had recorded additional severance benefits of ¥104 million ($1,061 thousand) as a component of restructuring losses for the year ended March 31, 2008. status as of March 31, 2008 mainly represented past service liabilities of ¥20,838 million ($212,633 thousand) offset by a funded surplus amount of ¥18,955 million ($193,418 thousand). Past service liabilities are amortized with interest by the straight-line method over a period of 20 years. Special retirement benefit expenses of ¥13 million ($133 thousand) and ¥5 million ($51 thousand) were charged to consolidated income for the years ended March 31, 2009 and 2008, respectively. 9. Income Taxes Income taxes applicable to the Company and its domestic consolidated subsidiaries comprise corporation tax, inhabitants’ taxes and enterprise tax, which, in the aggregate, resulted in a statutory tax rate of approximately 40.6% for both 2009 and 2008. Income taxes of the overseas consolidated subsidiaries are based generally on the tax rates applicable in their countries of incorporation. 38 39 Financial Section The tax effects of temporary differences which gave rise to significant portions of the deferred tax assets and liabilities 10. Contingent Liabilities at March 31, 2009 and 2008 are summarized as follows: At March 31, 2009, the Company and its consolidated subsidiaries were contingently liable as follows: Millions of yen 2009 Thousands of U.S. dollars 2009 2008 695 $ 16,827 $ 7,092 2008 Deferred tax assets: Net operating loss carryforwards ¥ 1,649 ¥ As endorsers of trade notes receivable endorsed to vendors Millions of yen Thousands of U.S. dollars ¥24 $245 2,917 3,333 29,765 34,010 Accrued bonuses 790 1,094 8,061 11,163 Accrued retirement benefits for directors and corporate auditors 273 336 2,786 3,429 Loss on impairment of fixed assets 356 360 3,633 3,673 Depreciation and amortization 359 334 3,663 3,408 Provision for losses on construction contracts 610 371 6,224 3,786 1,786 2,248 18,224 22,939 was revalued on March 31, 2000. The income tax effect of the difference between the book value and the revalued amounts have been presented under liabilities as “Deferred income taxes on land revaluation reserve” and the remaining Accrued retirement benefits for employees Other 8,743 8,775 89,214 89,541 (1,491) (1,811) (15,214) (18,480) 7,251 6,964 73,990 71,061 Deferred gain on sales of property, plant and equipment 187 973 1,908 9,929 Unrealized gain on securities 110 466 1,122 4,755 Negative goodwill 274 351 2,796 3,582 3 3 31 31 Valuation allowance Deferred tax liabilities: Other Net deferred tax assets 575 1,794 5,867 18,306 ¥ 6,676 ¥ 5,169 $ 68,122 $ 52,745 The effective tax rate reflected in the consolidated statement of income for the year ended March 31, 2009 differs from the statutory tax rate for the following reasons: 11. Land Revaluation Pursuant to the “Law Concerning the Revaluation of Land,” land used for a consolidated subsidiary’s business operations balances have been presented under valuation and translation adjustments as “Land revaluation reserve” in the accompanying consolidated balance sheets. Revaluation of the land was determined based on the property tax assessment values in accordance with Paragraph 3, Article 2 of the “Enforcement Ordinance Concerning Land Revaluation.” The carrying value of the land after revaluation exceeded its fair value by ¥166 million ($1,694 thousand) and ¥220 million ($2,245 thousand) at March 31, 2009 and 2008, respectively. 12. Shareholders’ Equity The Corporation Law of Japan provides that an amount equal to 10% of the amount to be distributed as distributions of capital surplus (other than the capital reserve) and retained earnings (other than the legal reserve) be transferred to the Statutory tax rate 2009 40.6 % Expenses not deductible for tax purposes 20.1 Revenues not taxable for tax purposes (2.1) Per capital portion of inhabitants’ taxes 24.3 Changes in valuation allowance 27.0 Amortization of negative goodwill (9.7) Tax credit (4.5) Other (2.5) Effective tax rate capital reserve and the legal reserve, respectively, until the sum of the capital reserve and the legal reserve equals 25% of the common stock account. Such distributions can be made at any time by resolution of the shareholders, or by the Board of Directors if certain conditions are met, but neither the capital reserve nor the legal reserve is available for distributions. The company’s legal reserve was ¥2,128 million ($21,714 thousand) at March 31, 2009 and 2008. 93.2 % As the difference between the statutory tax rate and the effective tax rate was less than 5% of the statutory tax rate, the disclosure of the tax rate reconciliation has been omitted for the year ended March 31, 2008. 40 41 Financial Section 13. Selling, General and Administrative Expenses Movements in treasury stock during the years ended March 31, 2009 and 2008 are summarized as follows: Number of shares Selling, general and administrative expenses consist primarily of the following for the year ended March 31, 2009 and 2008: 2009 March 31, 2008 Increase Decrease March 31, 2009 19,862,697 109,267 38,076 19,933,888 Treasury stock Employees salaries and allowances 2008 March 31, 2007 Increase Decrease March 31, 2008 19,815,023 56,945 9,271 19,862,697 Treasury stock Thousands of U.S. dollars Millions of yen Dividends paid in the years ended March 31, 2009 and 2008 are as follows: 2009 2008 2009 2008 ¥5,957 ¥6,298 $60,786 $64,265 Provision of allowance for doubtful receivable 37 38 378 388 Accrued bonuses for directors 46 152 469 1,551 Retirement benefit expenses 436 462 4,449 4,714 Provision for directors’ and corporate auditors’ retirement benefits 188 212 1,918 2,163 Resolution 2009 Annual general meeting Board of directors of shareholders held on meeting held on October June 26, 2008 28, 2008 Class of shares Common stock Common stock 2008 Annual general meeting Board of directors of shareholders held on meeting held on October June 27, 2007 26, 2007 Common stock Common stock Impairment loss on fixed assets, a component of “other, net” included in other expanses in the consolidated statements of income for the years ended March 31, 2009 and 2008 is as follows: Total cash dividends (Millions of yen) ¥ 499 ¥ 499 ¥ 499 ¥ 499 (Thousands of U.S. dollars) $5,092 $5,092 $5,092 $5,092 (Millions of yen) Location Cash dividends per share (Yen) ¥ (U.S. dollars) $ 0.05 5 ¥ 5 $ 0.05 ¥ 5 ¥ $ 0.05 5 Nishinomiya-city, Hyogo $ 0.05 Record date March 31, 2008 September 30, 2008 March 31, 2007 September 30, 2007 Effective date June 27, 2008 December 1, 2008 June 28, 2007 December 3, 2007 Dividends whose record date falls in the year ended March 31, 2009 or 2008, but whose effective date falls in the following year are as follows: Location Yawata-city, Kyoto and other Resolution Class of shares 14. Impairment Loss on Fixed Assets 2009 2008 Annual general meeting of shareholders to be held on June 25, 2009 Annual general meeting of shareholders held on June 26, 2008 Common stock Common stock Usage Maintenance and service for special purpose trucks Usage 2009 Category Land, buildings and structures, machinery, equipment and vehicles ¥39 $398 (Millions of yen) (Thousands of U.S. dollars) Category Management of parking Buildings and structures, facilities machinery, equipment, vehicle and other assets (Thousands of U.S. dollars) 2008 ¥30 $306 Equipment for maintenance and service for special purpose trucks were written down to the recoverable amounts and impairment loss was recorded for the year ended March 31, 2009 since they were to be sold. The recoverable amounts of these assets were measured at net selling value, which was computed at expected selling value less estimated disposal costs. A consolidated subsidiary recognized impairment losses for management of parking facilities for the year ended March Total cash dividends (Millions of yen) ¥ 498 ¥ 499 31, 2008 because operating loss had occurred continuously due to low utilization of these facilities. The carrying amount of (Thousands of U.S. dollars) $5,082 $5,092 those assets was written down to a nil recoverable value and impairment losses were recorded. ¥ ¥ Cash dividends per share (Yen) 42 5 5 (U.S. dollars) $ 0.05 Record date March 31, 2009 March 31, 2008 Effective date June 26, 2009 June 27, 2008 $ 0.05 43 Financial Section Breakdown of the impairment loss by asset type for the years ended March 31, 2009 and 2008 are as follows: The following pro forma amounts represent the acquisition costs, accumulated depreciation, impairment of assets and net book value of the leased assets as of March 31, 2009 and 2008, which would have been reflected in the (Millions of yen) Land Buildings and structures Machinery, equipment and vehicles Other assets Total (Thousands of U.S. dollars) consolidated balance sheets if finance lease accounting had been applied to the finance leases currently accounted for as 2009 2008 2009 2008 ¥22 ¥ – $224 $ – 13 10 133 102 3 3 31 31 – 16 – 163 ¥39 ¥30 $398 $306 operating leases: March 31, 2009 Acquisition costs Accumulated impairment loss Net book value Acquisition costs (Millions of yen) Machinery, equipment and vehicles Other assets 15. Research and Development Expenses Accumulated depreciation Total ¥2,049 ¥1,222 ¥9 ¥817 $20,908 Other assets Total 2009 (Yen) Net income 2008 (U.S. dollars) ¥ 0.27 ¥ 24.53 $0.00 $0.25 797.49 814.56 8.14 8.31 – – – – Net assets: Basic Diluted Diluted net income per share has not been presented because there were no potentially dilutive shares at March 31, 2009 and 2008. $8,337 26 – 10 367 265 – 102 ¥1,249 ¥9 ¥828 $21,286 $12,745 $92 $8,449 Accumulated depreciation Accumulated impairment loss Net book value Acquisition costs (Millions of yen) Machinery, equipment and vehicles Year ended March 31, $92 36 Acquisition costs 2008 $12,469 March 31, 2008 thousand), respectively. 2009 Net book value ¥2,086 years ended March 31, 2009 and 2008 amounted to ¥1,737 million ($17,724 thousand) and ¥2,007 million ($20,480 Amounts per share are summarized as follows: Accumulated impairment loss (Thousands of U.S. dollars) Research and development expenses included in manufacturing cost and selling, general and administrative expenses for the 16. Amounts per Share Accumulated depreciation ¥2,794 ¥1,453 Accumulated depreciation Accumulated impairment loss Net book value (Thousands of U.S. dollars) ¥37 ¥1,304 $28,510 $14,827 $378 $13,306 65 36 – 28 663 367 – 286 ¥2,860 ¥1,490 ¥37 ¥1,333 $29,184 $15,204 $378 $13,602 Lease payments relating to finance leases accounted for as operating leases in the accompanying consolidated financial statements amounted to ¥572 million ($5,837 thousand) and ¥629 million ($6,418 thousand) for the years ended March 31, 2009 and 2008, respectively. Depreciation of the leased assets computed by the straight-line method over the respective lease terms and the interest portion included in the lease payments amounted to ¥510 million ($5,204 thousand) and ¥22 million ($224 thousand), respectively, for the year ended March 31, 2009, and ¥600 million ($6,122 thousand) and ¥30 million ($306 thousand), respectively, for the year ended March 31, 2008. Loss on impairment of leased assets amounted to ¥9 million ($92 thousand) for the year ended March 31, 2008. Reversal of reserve for loss on impairment of finance leases amounted to ¥8 million ($82 thousand) and ¥10 million ($102 thousand) for the years ended March 31, 2009 and 2008, respectively. Future minimum lease payments subsequent to March 31, 2009 for finance lease transactions accounted for as 17. Leases operating leases are summarized as follows: Year ending March 31, a) Lessees’ Accounting 1. Finance leases which commencing on or before March 31, 2008 that do not transfer ownership of the leased assets to lessee 44 2010 2011 and thereafter Total (Millions of yen) (Thousands of U.S. dollars) ¥365 $3,724 507 5,173 ¥872 $8,898 45 Financial Section Reserve for loss on impairment of finance leases accounted for as operating leases which is included in other longterm liabilities, amounted to ¥2 million ($20 thousand) and ¥11 million ($112 thousand) at March 31, 2009 and 2008, Future minimum lease income subsequent to March 31, 2009 from finance leases accounted for as operating leases is summarized as follows: respectively. Future minimum lease payments subsequent to March 31, 2009 for operating leases are summarized as follows: Year ending March 31, (Millions of yen) 2010 Year ending March 31, (Millions of yen) 2010 ¥33 2011 and thereafter Total 2011 and thereafter (Thousands of U.S. dollars) Total $337 19 194 ¥53 $541 ¥4 (Thousands of U.S. dollars) $41 4 41 ¥9 $92 Future minimum lease income include related interest. 2. Finance leases that do not transfer ownership of the leased assets to the lessee 18. Derivatives With respect to the contents of the leased assets, these are mainly production facilities for aircraft business and The Company is exposed to market risk from fluctuation in foreign currency exchange rates and enters into derivative vehicles for operational use as tangible fixed assets. instruments in order to reduce such risk. The Company does not hold or issue derivative financial instruments for the Depreciation method of the leased assets are described in Note 1 (h). purpose of speculative trading. b) Lessors’ Accounting The forward foreign exchange contracts have aimed to decrease fluctuation of earnings and cash flow by the change in the exchange rates in usual operating transaction, the export of the product, the purchase of materials etc. Therefore, the Finance leases commencing on or before March 31, 2008 that do not transfer ownership of the leased assets to lessee forward foreign exchange contracts have been made reasonably in accordance with internal policies within the range of The following amounts represent the acquisition costs, accumulated depreciation and net book value of the leased assets relating to finance leases accounted for as operating leases at March 31, 2009 and 2008: Acquisition costs Net book value counterparty’s failure to perform according to the terms and conditions of contract. Acquisition costs (Millions of yen) Machinery, equipment, vehicles ¥19 ¥14 Accumulated depreciation Because the counterparties to those derivative contracts are limited to major domestic financial institutions with high Net book value (Thousands of U.S. dollars) ¥4 Derivatives are subject to market risk and credit risk. Market risk is the exposure created by potential fluctuations in market conditions, including in changes in foreign exchange rates. Credit risk is the possibility that a loss may result from a March 31, 2009 Accumulated depreciation existing assets and liabilities in foreign currencies, the payments scheduled in the future, and the forecasted income. $194 $143 credit ratings, the Company do not anticipate any losses arising credit risk. Derivative transactions have been made in accordance with internal policies which regulate the authorization and $41 credit limit amounts, and the accounting section has managed it collectively. March 31, 2008 Acquisition costs Accumulated depreciation Net book value (Millions of yen) Machinery, equipment, vehicles ¥28 ¥20 Acquisition costs Accumulated depreciation Net book value (Thousands of U.S. dollars) ¥7 $286 $204 $71 Lease income relating to finance leases accounted for as operating leases in the accompanying consolidated financial statements amounted to ¥4 million ($41 thousand) and ¥10 million ($102 thousand) for the years ended March 31, 2009 and 2008, respectively. Depreciation of the assets leased under finance leases accounted for as operating leases amounted to ¥3 million ($31 thousand) and ¥5 million ($51 thousand) for the years ended March 31, 2009 and 2008, respectively. 46 47 Financial Section 19. Segment Information The contract or notional amounts of the derivative financial instruments held at March 31, 2009 and 2008 are summarized as follows: The Company and consolidated subsidiaries are primarily engaged in the manufacture and sales of transportation equipment March 31, 2009 and machinery, and also conduct operations in the construction and other services sectors. Contracts due Within one year After one year Fair value (Loss) Gain The business segment information of the Company and consolidated subsidiaries for the years ended March 31, 2009 and 2008 are summarized as follows: (Millions of yen) Forward foreign exchange contracts: To sell foreign currencies U.S. dollars To buy foreign currencies Singaporean dollars ¥ 2,403 ¥– ¥ 2,482 ¥ (79) ¥ ¥– ¥ ¥ 76 77 0 ¥ (78) Total (Thousands of U.S. dollars) Forward foreign exchange contracts: To sell foreign currencies U.S. dollars To buy foreign currencies Singaporean dollars $24,520 $– $25,327 $(806) $ $– $ $ 776 786 0 $(796) Total March 31, 2008 Contracts due Within one year After one year Fair value Gain (Millions of yen) Forward foreign exchange contracts: To sell foreign currencies U.S. dollars ¥ 1,976 ¥– ¥ 1,794 48 $20,163 $– $18,306 Aircraft Special purpose trucks Industrial machinery Construction (Millions of yen) I. Net sales, operating expenses, operating income (loss) Net sales: Customers ¥24,613 ¥44,483 ¥47,175 ¥10,858 Inter-segment – 239 24 737 24,613 44,723 47,199 11,596 Operating expenses 25,140 44,301 43,944 11,519 Operating income (loss) ¥ (526) ¥ 422 ¥ 3,255 ¥ 77 II. Assets, depreciation, impairment loss on fixed assets, capital expenditures Assets ¥48,439 ¥29,766 ¥39,252 ¥10,464 Depreciation 1,383 1,099 1,025 65 Impairment loss on fixed assets – 39 – – Capital expenditures 953 1,037 805 9 Eliminations and corporate Other Consolidated ¥ 646 1,768 2,414 ¥ – (2,770) (2,770) ¥127,777 – 127,777 2,193 (288) 126,809 ¥ 221 ¥(2,481) ¥ ¥2,609 165 ¥ 9,855 284 ¥140,388 4,022 – – 39 99 155 968 3,061 ¥ 181 (Thousands of U.S. dollars) Forward foreign exchange contracts: To sell foreign currencies U.S. dollars Year ended March 31, 2009 Business segment $1,847 (Thousands of U.S. dollars) I. Net sales, operating expenses, operating income (loss) Net sales: Customers $251,153 $453,908 $481,378 $110,796 $ 6,592 Inter-segment – 2,439 245 7,520 18,041 251,153 456,357 481,622 118,327 24,633 Operating expenses 256,531 452,051 448,408 117,541 22,378 Operating income (loss) $ (5,367) $ 4,306 $ 33,214 $ 786 $ 2,255 II. Assets, depreciation, impairment loss on fixed assets, capital expenditures Assets $494,276 $303,735 $400,531 $106,776 $26,622 Depreciation 14,112 11,214 10,459 663 1,684 Impairment loss on fixed assets – 398 – – – Capital expenditures 9,724 10,582 8,214 92 1,010 $ – (28,265) (28,265) $1,303,847 – 1,303,847 (2,939) 1,293,969 $(25,316) $ $100,561 2,898 $1,432,531 41,041 – 1,582 9,878 398 31,235 49 Financial Section As described in Note 1(h), effective the year ended March 31, 2009, the Company and its domestic consolidated Year ended March 31, 2008 Business segment subsidiaries reviewed the utilization status of tangible fixed assets and changed the useful lives of certain assets based on the revised Corporation Tax Law. As a result of this change, operating expenses of “Special purpose trucks,” “Industrial Aircraft Special purpose trucks Industrial machinery Construction (Millions of yen) I. Net sales, operating expenses, operating income Net sales: Customers ¥28,572 ¥50,110 ¥50,529 ¥ 9,039 Inter-segment – 299 34 574 28,572 50,409 50,563 9,613 Operating expenses 27,679 47,340 47,465 9,455 Operating income ¥ 893 ¥ 3,069 ¥ 3,097 ¥ 158 II. Assets, depreciation, impairment loss on fixed assets, capital expenditures Assets ¥44,204 ¥36,255 ¥39,867 ¥10,591 Depreciation 1,344 937 1,026 69 Impairment loss on fixed assets – – 30 – Capital expenditures 373 636 607 6 Eliminations and corporate Other Consolidated thousand), ¥6 million ($61 thousand), ¥10 million ($102 thousand) and ¥1 million ($10 thousand), respectively, and the respective operating income decreased by the same amounts, and operating expenses of “Aircraft” for the year ended ¥ 707 1,753 2,461 ¥ – (2,661) (2,661) ¥138,959 – 138,959 2,223 ¥ 237 (213) ¥(2,448) 133,951 ¥ 5,008 ¥2,574 153 ¥10,713 296 ¥144,206 3,827 – – 30 123 205 1,952 March 31, 2009 increased by ¥33 million ($337 thousand) and the respective operating loss increased by the same amounts compared with the corresponding amounts which would have recorded under the previous method. The disclosure of geographic segment information for the years ended March 31, 2009 and 2008 has been omitted because more than 90% of total consolidated sales were recorded in Japan and more than 90% of total assets were located in Japan. Overseas sales, which include export sales of the Company and its domestic consolidated subsidiaries and sales (other than exports to Japan) of the foreign consolidated subsidiaries, for the years ended March 31, 2009 and 2008 are summarized as follows: Year ended March 31, 2009 Asia North America Other areas Total (Millions of yen) (Thousands of U.S. dollars) I. Net sales, operating expenses, operating income Net sales: Customers $291,551 $511,327 $515,602 $ 92,235 Inter-segment – 3,051 347 5,857 291,551 514,378 515,949 98,092 Operating expenses 282,439 483,061 484,337 96,480 Operating income $ 9,112 $ 31,316 $ 31,602 $ 1,612 II. Assets, depreciation, impairment loss on fixed assets, capital expenditures Assets $451,061 $369,949 $406,806 $108,071 Depreciation 13,714 9,561 10,469 704 Impairment loss on fixed assets – – 306 – Capital expenditures 3,806 6,490 6,194 61 machinery,” “Other” and “Eliminations and corporate” for the year ended March 31, 2009 increased by ¥58 million ($592 Overseas sales ¥ 3,282 – Consolidated net sales $ 7,214 17,888 25,112 $ – (27,153) (27,153) $1,417,949 – 1,417,949 22,684 $ 2,418 (2,173) $(24,980) 1,366,847 $ 51,102 $26,265 1,561 $109,316 3,020 $1,471,490 39,051 – – 306 1,255 2,092 19,918 ¥ 10,819 ¥ 6,070 ¥ 20,172 – – 127,777 (Thousands of U.S. dollars) Overseas sales $33,490 $110,398 $61,939 $ 205,837 – – – 1,303,847 2.6% 8.5% 4.7% 15.8% Consolidated net sales Overseas sales as a percentage of consolidated sales Year ended March 31, 2008 Asia North America Other areas Total (Millions of yen) Overseas sales Consolidated net sales ¥ 4,043 ¥ 11,707 ¥ 7,695 ¥ 23,446 – – – 138,959 $41,255 $119,459 $78,520 $ 239,245 – – – 1,417,949 2.9% 8.4% 5.6% 16.9% (Thousands of U.S. dollars) As described in Note 1(g), effective the year ended March 31, 2009, the Company and its consolidated subsidiaries adopted a new accounting standard for measurement of inventories. As a result of this change, operating expenses of ”Aircraft” for the year ended March 31, 2009 increased by ¥133 million ($1,357 thousand) and the respective operating loss Overseas sales Consolidated net sales Overseas sales as a percentage of consolidated sales increased by the same amounts compared with the corresponding amounts which would have been recorded under the previous method. 50 51 Company Overview (As of March 31, 2009) Company Profile 20. Subsequent Event The following appropriations of retained earnings of the Company, which have not been reflected in the accompanying consolidated financial statements for the year ended March 31, 2009, was proposed upon resolution at the meeting of the Board of Directors held on May 21, 2009 and is subject to approval at a shareholders’ meeting to be held on June 25, 2009: Cash dividends (¥5.00 = U.S.$0.05per share) (Millions of yen) (Thousands of U.S. dollars) ¥498 $5,082 “Contributing to Society through Excellent Technologies as well as Superior Products and Services” Company Name ShinMaywa Industries, Ltd. Head Office 1-1 Shinmeiwa-cho, Takarazuka-shi, Hyogo 665-8550, Japan Paid-in Capital 15,981,967,991 yen Founded November 5, 1949 President Tadashi Kaneki Category of Business Transportation Equipment Number of Employees Consolidated 3,883 / Non-consolidated 2,010 Number of Affiliated Companies 23 Breakdown of Shareholders Treasury Stocks 16.65% (1) 19,933,888 shares Financial Institutions 21.14% (42) 25,305,791 shares Stock Information Total Number of Shares Authorized 300,000,000 shares Total Number of Shares Issued 119,727,565 shares Number of Shares per Unit 1,000 shares Number of Shareholders 10,459 Total Number of Shares Issued: Financial Instruments Firms 0.32% (40) 384,537 shares 119,727,565 shares Number of Shareholders: 10,459 Other Companies 14.16% (119) 16,958,377 shares Foreign Institutions and Individuals 22.18% (128) 26,551,917 shares Japanese Individuals and Others 25.55% (10,129) 30,593,055 shares Major Shareholders CONTENTS Profile 1 At a Glance 2 Financial Highlights 3 Featured Interview Review of Operations by Segment Strategies for Sustained Growth of the ShinMaywa Group 4 8 15 Disclaimer Caution Concerning Forward-Looking Statements This annual report contains forward-looking statements—that is, statements related to future, not past, events. Such statements Order Name of Shareholders Number of Shares Held 1 SANSHIN CO., LTD. 9,293,065 2 Japan Trustee Services Bank, Ltd. (Trust Account) 8,273,000 3 The Master Trust Bank of Japan, Ltd. (Trust Account) 5,681,000 9.31 Treasury Stocks 16.59% 8.29 (1) 19,863,697 shares 5.69 are in accordance with management’s present plans, strategies 4 Japan Trustee Services Bank, Ltd. (Trust Account 4G) 4,308,000 and outlook, based on management’s judgment in light of 5 Hitachi, Ltd. 4,000,337 Financial 4.32 Institutions 19.82% (45) 23,727,840 shares 4.01 information currently available. These forward-looking 6 ShinMaywa Employees' Stock Ownership 3,327,471 3.33 statements involve potential risks and uncertainties, and 7 State Street Bank and Trust Company 505019 8 Trust & Custody Services Bank, Ltd. (Securities Investment Trust Account) 9 CBNYDFA International Cap Value Portfolio 10 The Chase Manhattan Bank, N.A. London Secs Lending Omnibus Account ShinMaywa offers no guarantee as to their accuracy and reliability. It should be noted that the Company’s actual Corporate Governance 18 Financial Section 20 forward-looking statements herein, owing to various factors. Report of Independent Auditors 21 the industry, market demand, exchange rates, other social and Company Overview 53 performance may differ materially from that expressed in the These factors include future economic conditions, competition in Total 2,979,000 (10,737) 119,727,565 2,647,000 shares 100% 2,597,000 2,428,000 economic circumstances and contingencies. Note: The Company holds 19,933,888 treasury stocks, but it has been excluded from the above list of major shareholders. 52 Shareholding Ratio (%) 2.99 2.65 Financial Instruments Firms 0.67% (53) 805,928 shares Other Companies 13.46% (116) 2.60 16,118,316 shares Foreign2.43 Institutions and Individuals 24.87% (137) 29,770,579 shares Japanese Individuals and Others 24.59% (10,385) 29,441,205 shares 53 ANNUAL REPORT 2009 ShinMaywa ShinMaywa ShinMaywa Industries, Ltd. ShinMaywa Industries, Ltd. A N N U A L RE P O RT 2 0 0 9 ShinMaywa Year ended March 31, 2009 ShinMaywa ShinMaywa Industries, Ltd. ShinMaywa Industries, Ltd. ShinMaywa Industries, Ltd. 09.09 ShinMaywa ShinMaywa Industries, Ltd. ShinMaywa www.shinmaywa.co.jp ShinMaywa ShinMaywa Industries, Ltd.