MAKITA CORPORATION
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 20-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2007
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) THE SECURITIES
EXCHANGE ACT OF 1934 |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) THE SECURITIES
EXCHANGE ACT OF 1934 |
Commission file number 0-12602
KABUSHIKI KAISHA MAKITA
(Exact name of registrant as specified in its charter)
MAKITA CORPORATION
(Translation of registrants name into English)
Japan
(Jurisdiction of incorporation or organization)
3-11-8, Sumiyoshi-cho, Anjo City, Aichi Prefecture, Japan
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of Each Class
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Name of each exchange on which registered |
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* American Depositary Shares
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Nasdaq Global Market |
** Common Stock |
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American Depositary Receipts evidence American Depositary Shares, each
American Depositary Share representing one share of the registrants
Common Stock. |
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Effective October 1, 2001, no par value per share. Not for trading,
but only in connection with the registration of American Depositary
Shares, pursuant to the requirements of the Securities and Exchange
Commission. |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
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Title of each class
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Name of each exchange on which registered |
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None
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None |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report.
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Outstanding as of |
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March 31, 2007 |
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March 31, 2007 |
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Title of Class |
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(Tokyo time) |
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(New York time) |
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Common Stock,
excluding 307,481
shares of Treasury
Stock |
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143,701,279 |
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American Depositary
Shares, each
representing one
share of Common
Stock |
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2,485,634 |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
þ Yes
o No
If this report is an annual or transition report, indicate by mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o Yes
þ No
Note Checking the box above will not relieve any registrant required to the file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filero
Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o Item 18 þ
If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
o Yes þ No
Table of Contents
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As used in this annual report, the term fiscal preceding a year means the twelve-month period
ended March 31 of the year referred to. For example, fiscal 2007 or FY 2007 refers to the
twelve-month period ended March 31, 2007. All other references to years refer to the applicable
calendar year.
All
information contained in this annual report is as of March 31,
2007 unless otherwise specified.
In parts of this annual report, amounts reported in Japanese yen have been translated into U.S.
dollars for the convenience of readers. Unless otherwise noted, the rate used for this translation
was ¥118 = U.S.$1.00, the approximate exchange rate of the noon buying rate for yen in New York
City as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2007.
On June 9, 2007 the noon buying rate for yen cable transfer in New York City as reported by the
Federal Reserve Bank of New York was ¥123.34= $1.00.
As used herein, the Company refers to Makita Corporation and Makita or Makita Group refer to
Makita Corporation and its consolidated subsidiaries unless the context otherwise indicates.
Cautionary Statement with Respect to Forward-Looking Statements
This annual report contains forward-looking statements that are based on current expectations,
estimates, strategies and projections of the Companys management in light of the information
currently available to it. The Company and its representatives may, from time to time, make written
or verbal forward-looking statements, including statements contained in the Companys filings with
the Securities and Exchange Commission and in its reports to shareholders, with respect to Makitas
current plans, estimates, strategies and beliefs and other statements that are not historical.
Generally, the inclusion of the words plan, strategy, believe, expect, intend,
estimate, anticipate, will, may, might and similar expressions identify statements that
constitute forward-looking statements within the meaning of Section 27A of the United States
Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934 and
that are intended to come within the safe harbor protection provided by those sections. All
statements addressing operating performance, events, or developments that Makita expects or
anticipates to occur in the future, including statements relating to sales growth, earnings or
earnings per share growth, and market share, as well as statements expressing optimism or pessimism
about future operating results, are forward-looking statements. Makita undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new information, future
events, or otherwise.
By their nature, all forward-looking statements involve risks and uncertainties. Actual results may
differ materially from those contemplated by the forward-looking statements for a number of
reasons. Such risks and uncertainties are generally set forth in Item 3.D Risk Factors of this
Form 20-F and include but not limited to:
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The levels of construction activities and capital investments in its markets |
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Fluctuations in currency exchange rates |
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Intense competition in global power tools market for professional use |
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Makitas ability to develop attractive products |
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Geographic concentration of Makitas main facilities |
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Makitas overseas activities and entry into overseas markets |
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Failure to maintain cooperative relationship with significant customers |
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Failure to deliver materials or parts required for production as scheduled |
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Procurement of raw materials or their escalating prices |
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Product liability litigation or recalls |
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Fluctuations in stock market prices |
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Failure to protect intellectual property right or infringing the intellectual property of third parties |
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Environmental or other government regulations |
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Failure to protect intellectual property rights unintentional infringements of the intellectual
property of third parties |
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The effects of attestation on internal control over financial reporting expressed by the
Companys auditors |
1
The foregoing list is not exhaustive. There can be no assurance that Makita has correctly
identified and appropriately assessed all factors affecting its business or that the publicly
available and other information with respect to these matters is complete and correct. Additional
risks and uncertainties not presently known to Makita or that it currently believes to be
immaterial also may adversely impact Makita. Should any risks and uncertainties develop into actual
events, these developments could have material adverse effects on Makitas business, financial
condition, and results of operations.
2
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable
Item 2. Offer Statistics and Expected Timetable
Not applicable
Item 3. Key Information
A. Selected financial data
The following data for each of the five fiscal years ended March 31, 2007 have been derived from
Makitas audited consolidated financial statements. They should be read in conjunction with
Makitas audited consolidated balance sheets as of March 31, 2006 and 2007, the related
consolidated statements of income, shareholders equity and cash flows for each of the three years
ended March 31, 2007, and the notes thereto that appear elsewhere in this annual report. Makitas
consolidated financial statements were prepared in accordance with U.S. generally accepted
accounting principles, or U.S. GAAP, and were included in its Japanese Securities Reports filed
with the Director of the Kanto Local Finance Bureau.
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Yen |
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U.S. Dollars |
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(millions ) |
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(thousands) |
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Fiscal year ended March 31, |
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Income Statement Data: |
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2003 |
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2004 |
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2005 |
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2006 |
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2007 |
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2007 |
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Net sales |
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¥ |
175,603 |
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¥ |
184,117 |
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¥ |
194,737 |
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¥ |
229,075 |
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¥ |
279,933 |
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$ |
2,372,314 |
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Operating income |
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12,468 |
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14,696 |
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31,398 |
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45,778 |
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48,176 |
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408,271 |
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Net income |
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6,723 |
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7,691 |
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22,136 |
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40,411 |
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36,971 |
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313,314 |
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Net income per share of Common stock and per |
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U.S. |
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ADS: |
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Yen |
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Dollars |
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Basic |
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45.3 |
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53.2 |
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153.9 |
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281.1 |
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257.3 |
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2.18 |
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Diluted |
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44.2 |
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51.9 |
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148.8 |
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281.1 |
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257.3 |
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2.18 |
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Yen |
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U.S. Dollars |
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(millions ) |
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(thousands) |
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Fiscal year ended March 31, |
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Balance Sheet Data: |
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2003 |
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2004 |
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2005 |
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2006 |
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2007 |
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2007 |
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Total assets |
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¥ |
278,600 |
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¥ |
278,116 |
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¥ |
289,904 |
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¥ |
326,038 |
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¥ |
368,494 |
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$ |
3,122,831 |
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Cash and cash
equivalents, time
deposits and
marketable securities |
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64,083 |
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92,616 |
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91,189 |
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88,672 |
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102,211 |
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866,195 |
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Net working capital |
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141,759 |
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147,822 |
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149,666 |
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181,808 |
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212,183 |
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1,798,161 |
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Short-term borrowings |
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2,892 |
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14,128 |
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9;060 |
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1,728 |
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1,892 |
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16,034 |
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Long-term indebtedness |
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19,843 |
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7,364 |
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88 |
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104 |
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53 |
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449 |
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Common stock |
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23,803 |
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23,803 |
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23,805 |
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23,805 |
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23,805 |
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201,737 |
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Treasury stock |
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(5,110 |
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(3,316 |
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(3,517 |
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(258 |
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(298 |
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(2,525 |
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Shareholders equity |
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182,400 |
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193,348 |
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219,640 |
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266,584 |
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302,675 |
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2,565,042 |
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Total number of
shares outstanding |
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145,967,876 |
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143,893,191 |
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143,777,607 |
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143,711,766 |
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143,701,279 |
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143,701,279 |
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3
Note: Net working capital equals current assets less current liabilities.
Exchange rates (Japanese Yen amounts per U.S. Dollars)
The following table sets forth information concerning the exchange rates for Japanese yen and U.S.
dollars based on the noon buying rates for cable transfers in Japanese yen in New York City as
certified for customs purposes by the Federal Reserve Bank of New York. The average Japanese yen
exchange rates represent average noon buying rates on the last business day of each month during
the previous period.
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(Japanese Yen per U.S. $1.00) |
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Fiscal year ended March 31, |
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High |
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Low |
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Average |
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Year-end |
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2003 |
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115.71 |
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133.40 |
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121.94 |
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118.07 |
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2004 |
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104.18 |
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120.55 |
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113.07 |
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104.18 |
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2005 |
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102.26 |
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114.30 |
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107.47 |
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107.22 |
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2006 |
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104.41 |
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120.93 |
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113.15 |
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117.48 |
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2007 |
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110.07 |
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121.81 |
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116.92 |
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117.56 |
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2008
(through September 24, 2007) |
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113.43 |
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124.09 |
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119.40 |
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114.92 |
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(Japanese Yen per U.S. $1.00) |
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2007 |
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April |
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May |
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June |
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July |
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August |
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September (until
24) |
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High |
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117.69 |
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119.77 |
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121.08 |
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118.41 |
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113.81 |
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113.43 |
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Low |
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119.84 |
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121.79 |
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124.09 |
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123.34 |
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119.76 |
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116.21 |
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On
September 24, 2007 the noon buying rate for yen cable transfer in New York City as reported by the
Federal Reserve Bank of New York was ¥114.92 = U.S. $1.00
Cash dividends declared per share of common stock and per ADS:
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Yen |
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U.S. Dollars |
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Fiscal year ended March 31, |
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Interim |
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Year-end |
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Interim |
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Year-end |
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2003 |
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9.0 |
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9.0 |
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0.07 |
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0.07 |
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2004 |
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9.0 |
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13.0 |
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0.09 |
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0.11 |
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2005 |
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11.0 |
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36.0 |
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0.10 |
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0.34 |
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2006 |
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19.0 |
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38.0 |
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0.16 |
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0.32 |
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2007 |
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19.0 |
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55.0 |
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0.16 |
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0.47 |
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Makitas basic dividend policy on the distribution of profits is to maintain a dividend payout
ratio of 30% or greater, with a lower limit on annual cash dividends of 18 yen per share. However,
in the event special circumstances arise, computation of the amount of dividends will be based on
consolidated net income after certain adjustments.
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Note: |
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Cash dividends in U.S. dollars are based on the exchange rates as of
the respective payment date, using the noon buying rates for cable
transfers in yen in New York City as certified for customs purposes
by the Federal Reserve Bank of New York. |
B. Capitalization and indebtedness
Not applicable
C. Reasons for the offer and use of proceeds
Not applicable
4
D. Risk factors
The following is a summary of some of the significant risks that could affect
Makita. Other risks that could affect Makita are also discussed elsewhere in this annual report.
Additionally, some risks that may be currently unknown to Makita and other risks that are currently
believed to be immaterial, may become material. Some of these statements are forward-looking
statements that are subject to the Cautionary Statement with Respect to Forward-Looking
Statements appearing elsewhere in this annual report.
Makitas sales are affected by the levels of construction activities and capital investments in
its markets.
The demand for power tools, Makitas main products, is affected to a large extent by the levels of
construction activities and capital investments in the relevant regions. Generally speaking, the
levels of construction activities and capital investment depend largely on the economic conditions
in the market. As a result, when economic conditions weaken in the principal markets for Makitas
activities, including Japan, Europe, North America, Asia, Central and South America, the Middle
East, Africa, and Oceania, this may have an adverse impact on Makitas consolidated financial
condition and results of operations.
Currency exchange rate fluctuations may adversely affect Makitas financial results.
The functional currency for all of Makitas significant foreign operations is the local currency.
The results of transactions denominated in local currencies of Makitas subsidiaries around the
world are translated into yen using the average market conversion rate during each financial
period. Assets and liabilities denominated in local currencies are converted into yen at the rate
prevailing at the end of each financial period. As a result, Makitas operating results, assets,
liabilities and shareholders equity are affected by fluctuation in values of the Japanese yen
against these local currencies. In an effort to minimize the impact of short-term exchange rate
fluctuations between major currencies, mainly the U.S. dollar, the euro, and the yen, Makita
engages in hedging transactions. However, medium-to-long-term fluctuations of exchange rates may
make it difficult for Makita to execute procurement, production, logistics, and sales activities as
planned and may have an adverse impact on Makitas consolidated financial condition and results of
operations.
Makita faces intense competition in the global market for its power tools for professional
use.
The global market for power tools for professional use is highly competitive. Factors that affect
competition in the markets for Makitas products include the quality, functionality of products,
technological developments, the pace of new product development, price, reliability, durability,
after-sales service and the rise of new competitors. While Makita strives to ensure its position
as a leading international supplier of power tools for professional use, there is no guarantee that
it will be able to compete effectively in the future. If Makita is unable to compete effectively,
it may lose market share and its earnings may be adversely affected. Moreover, if Makita is unable
to compete effectively, Makitas sales volumes may decrease and inventories may increase, resulting
in a downward pressure on the prices for Makitas products, which in turn could have an adverse
impact on Makitas consolidated financial condition and results of operations.
If Makita is not able to develop attractive products, Makitas sales activities may be
adversely affected.
Makitas principal competitive strengths are its diverse range of high-quality, high-performance
power tools for professional use, and the strong reputation of the MAKITA brand, both of which
depend in part on Makitas ability to continue to develop attractive and innovative products that
are well received by the market. There is no assurance that Makita will be able to continue to
develop such products. If Makita is no longer able to quickly develop new products that meet the
changing needs of the market for high-end, professional users, it may have an adverse impact on
Makitas consolidated financial condition and results of operations.
5
Geographic concentration of Makitas main facilities may have adverse effects on Makitas
business activities.
Makitas principal management functions, including its headquarters, and the companies on
which it relies for supplying major parts are located in Aichi Prefecture (Aichi), Japan.
Makitas manufacturing facilities in Aichi and Kunshan, Jiangsu Province, China, collectively
account for approximately 80% of Makitas total production volume on a consolidated basis during
the year under review. Due to this geographic concentration of Makitas major functions, including
plants and other operations in Japan and China, Makitas performance may be significantly affected
by major natural disasters and other catastrophic events, including earthquakes, floods, fires,
power outages, and suspension of water supplies. In addition, Makitas facilities in China may also
be affected by changes in political and legal environments, changes in economic conditions,
revisions in tariff rates, currency appreciation, labor disputes, emerging infectious diseases,
power outages resulting from inadequacies in infrastructure, and other factors. In the event that
such developments cannot be foreseen or measures taken to alleviate their damaging impact are
inadequate, Makitas consolidated financial condition and results of operations may be adversely
affected.
Makitas overseas activities and entry into overseas markets entail risks, which may have a
material adverse effect on Makitas business activities.
Makita derives a majority of its sales in markets located outside of Japan, including Europe,
North America, Asia, Oceania, the Middle East, Central and South America, and emerging markets such
as Russia and Eastern Europe. During the year under review, approximately 83% of Makitas
consolidated net sales were derived from products sold overseas. The high percentage of overseas
sales gives rise to a number of risks. If such risks occur, they may have a material adverse impact
on Makitas consolidated financial condition and results of operations. Such risks include the
following:
(1) |
|
Unexpected changes in laws and regulations; |
(2) |
|
Disadvantageous political and economic factors;
|
(3) |
|
The outflow of technical know-how and knowledge due to
personnel turnover enabling Makitas competitors to strengthen their position; |
(4) |
|
Potentially unfavorable tax systems; and |
(5) |
|
Terrorism, war, and other factors that lead to social turbulence. |
If Makita fails to maintain cooperative relationships with significant customers, Makitas
sales may be seriously affected.
Makita has a number of significant customers. If Makita loses these customers and is unable to
develop new sales channels to take their place, sales may decline and have an adverse impact on
Makitas business performance and financial position. In addition, if major customers of Makita
select power tools and other items made in China and sell them under their own brand, this may have
an adverse impact on Makitas consolidated financial condition and results of operations.
If any of Makitas suppliers fail to deliver materials or parts required for production as
scheduled, Makitas production activities may be adversely affected.
Makitas production activities are greatly dependent on the on-schedule delivery of materials
and parts from its suppliers. Purchases of production-use materials from Chinese manufacturers have
increased in recent years. When launching new products, sales commencement dates can slip if
Chinese manufacturing technology does not satisfy our demands, or if it takes an inordinate amount
of time in order to satisfy our demands. There is a concern that this can result in lost sales
opportunities. Makita purchases some of its component parts from sole suppliers. There is no
assurance that Makita will be able to find alternate suppliers that can provide materials and parts
of similar quality and price in a sufficient quantity and in a timely manner. In the event that any
of these suppliers cannot deliver the required quality and quantity of parts on schedule, this will
have an adverse effect on Makitas production schedules and cause a delay in Makitas own product
deliveries. This may cause Makita to lose some customers or require Makita to purchase replacement
materials or parts from alternate sources at a
6
higher price. Any of these occurrences may have a detrimental effect on Makitas consolidated
financial condition and results of operations.
When the procurement of raw materials used by Makita becomes difficult or prices of these raw
materials rise sharply, this may have an adverse impact on performance.
In manufacturing power tools, Makita purchases raw materials and components, including silicon
steel plates, aluminum, steel products, copper wire, and electronic parts. In recent years, demand
for these materials in China and the rest of the world has risen substantially, and some suppliers
are experiencing a shortage of capacity. Under these circumstances, if the Makita is unable to
obtain the necessary quantities of these materials, this may have an effect on production
schedules. In addition, the shortage of capacity among suppliers is a factor leading to increased
prices of production materials. If the Makita experiences increases in prices of production
materials, greater than what can be absorbed by increased productivity or through other internal
efforts and prices of final products cannot be raised sufficiently, such circumstance may have a
detrimental impact on the performance and financial position of the Makita.
Product liability litigation or recalls may harm Makitas financial statements and
reputation.
Makita manufactures a wide range of power tools at factories worldwide according to ISO
internationally accepted quality control standards. However, Makita cannot be certain that all of
its products will be free of defects nor that it will be subject to product recalls in the future.
A large-scale recall or a substantial product liability suit brought against Makita may result in
severe damage to Makitas brand image and reputation. In addition, a major product recall or
product liability lawsuit is likely to be very costly and would require a significant amount of
management time and attention. Any of these occurrences may have a major adverse impact on Makitas
consolidated financial condition and results of operations.
Fluctuations in stock market prices may adversely affect Makitas financial statements.
Makita holds certain Japanese equities and equity-linked financial products and records these
securities as marketable securities and investment securities on its consolidated financial
statements. The values of these investments are influenced by fluctuations in the quoted market
prices. A significant depreciation in the value of these securities will have an adverse impact on
Makitas consolidated financial condition and results of operations.
Makita may be unable to protect its intellectual property rights and could suffer significant
liabilities, litigation costs or licensing expenses or be prevented from selling its products if it
is infringing the intellectual property of third parties.
Makita relies on patents, utility models, design rights, trademarks and copyrights obtained in
various countries to actively protect its proprietary rights. However, in general, it is difficult
for Makita to detect, and investigate, the products believed to infringe its intellectual property
rights and therefore Makita cannot ensure that its intellectual property rights will provide
meaningful protection of its proprietary rights. In addition, Makita may be unknowingly infringing
the intellectual property rights of third parties and may be held responsible for that
infringement, which may require Makita to pay significant damages or license fees or modify its
products or processes, stop making products or stop using processes. If such risks occur, they may
have a material adverse impact in Makitas consolidated financial condition and results of
operations.
Environmental or other government regulations may have a material adverse impact on Makitas
business activities.
Makita maintains strict compliance with environmental, commercial, export and import, tax,
safety and other regulations that are applicable to its activities in all the countries in which
Makita operates. If Makita is unable to continue its compliance with existing regulations or is
unable to comply with any new or amended regulations, it may be subject to fines and other
penalties and its activities may be significantly restricted. The costs related to compliance with
any new or amended regulations may also result in significant increases in overall costs.
7
Investor confidence and the value of Makitas ADRs and ordinary shares may be adversely
impacted if Makitas management concludes that Makitas internal control over financial reporting
is not effective or if Makitas independent registered public accounting firm is unable to provide
adequate attestation over the adequacy of the internal control over Makitas financial reporting as
required by Section 404 of the Sarbanes-Oxley Act of 2002
The Securities and Exchange Commission, as directed by Section 404 of the Sarbanes-Oxley Act of
2002, adopted rules requiring public companies to include a report in its Annual Report that
contains an assessment by management of the effectiveness of the companys internal control over
financial reporting. In addition, the companys independent registered public accounting firm must
attest to and report on managements assessment of the effectiveness of the companys internal
control over financial reporting. If Makitas management concludes that Makitas internal control
over financial reporting is not effective, or if Makitas independent registered public accounting
firm is not satisfied with Makitas internal control over its financial reporting or the level at
which its controls are documented, designed, operated or reviewed, and declines to attest to
managements assessment or issues a report that is qualified, there could be an adverse reaction in
the financial marketplace due to a loss of investor confidence in the reliability of Makitas
financial statements, which ultimately could negatively impact the market price of Makitas ADRs
and ordinary shares.
Item 4. Information on the Company
A. History and development of the Company
The Company traces its origin to an electrical repair workshop founded in Nagoya in 1915 and was
incorporated under the Commercial Code of Japan on December 10, 1938 under the name of Makita
Electric Works, Ltd. as a joint stock corporation. Under the presidency of Mr. Jujiro Goto, Makita
commenced the manufacture of electric power tools in 1958 and, by 1969, had reached its present
leading position in the Japanese market. In 1970, the Company decided to take advantage of the
large potential for growth in overseas markets for its products and established its first
subsidiary in the United States. Since then, Makita has expanded its export activity and has
established other overseas subsidiaries. In April 1991, the Company changed its name from Makita
Electric Works, Ltd. to Makita Corporation. In April 1995, Makita established a holding company in
the United Kingdom to better coordinate the overall activities of its European subsidiaries. At
present, Makita sells its products in over 150 countries around the world.
As part of its efforts to minimize trade friction, Makita started manufacturing operations in
Canada, Brazil and the United States in 1980, 1981 and 1985 respectively. Makita established a
manufacturing subsidiary in the United Kingdom in 1989. In January 1991, Makita acquired all of the
shares of Sachs-Dolmar GmbH, a German company, subsequently renamed Dolmar GmbH (Dolmar), which is
primarily engaged in manufacturing engine driven chain saws. Makita established two manufacturing
subsidiaries in China, Makita (China) Co., Ltd. and Makita (Kunshan) Co., Ltd. in December 1993 and
in November 2000 respectively.
In May 2005, Makita established a new subsidiary, Makita EU S.R.L. in Romania, as a location from
which it can serve growing markets in Eastern Europe, Russia, Western Europe and the Middle East.
As a result, the number of consolidated subsidiaries is 45.
Makita presently manufactures power tools in eight countries globally: Japan, China, the United
Kingdom, the United States, Germany, Brazil, Canada and Romania. During this fiscal year, Makita
expanded production capacity of its China factory by constructing another new building. In
addition, starting in April 2007, a new factory in Romania commenced productions which should have
the effect of reducing foreign exchange risks, and de-concentrating, the current high production
volume in China and to seek stable supply capacity for the growing European market. Makita financed
these investments through internal sources.
8
On March 20, 2007, Makita announced that it would, through a tender offer and a series of
subsequent procedures, acquire all of the issued and outstanding shares of Fuji Robin Industries
Ltd., or Fuji Robin. By the close of the tender offer on May 15, 2007, Makita had acquired
10,279,375 shares of Fuji Robin at a price of ¥260 per share for an aggregate purchase price of
approximately ¥2.7 billion, bringing its total shareholding in Fuji Robin to 11,579,375 shares, or
89.35%. On May 25, 2007, Makita entered into a share exchange agreement with Fuji Robin to acquire
all of the remaining shares of Fuji Robin effective August 1, 2007, and Makitas Board of Directors
resolved to approve such share exchange. Under the terms of the share exchange agreement, Makita
issued 0.059 shares of its common stock in return for each remaining Fuji Robin share. A total
of 81,456 Makita shares held by Makita as treasury stock was delivered in connection
with the share exchange. Following the effectiveness of the share exchange,
Fuji Robins name was changed to Makita Numazu Corporation.
Fuji Robins principal activity is to manufacture engines, agricultural and forestry machinery,
construction machinery and firefighting pumps. Fuji Robin also engages in the wholesale of these
products and supplies. For the fiscal year ended March 31, 2007, Fuji Robin had net sales under
Japanese GAAP of ¥11,138 million, operating income of ¥52 million, ordinary profit of ¥37 million
and posted a net loss of ¥138 million. Makitas purpose for acquiring Fuji Robin is to strengthen
its lineup of gardening and engine-powered gardening tools.
Makita Corporations registered office is located at 3-11-8, Sumiyoshi-cho, Anjo, Aichi
446-8502, Japan, and its telephone number is +81-566-98-1711.
B. Business overview
Makitas principal activity is the manufacturing and sale of a wide range of power tools for
professional users worldwide. Makitas power tools consist of drills, grinders and sanders and
portable woodworking tools, primarily saws and planers. Makita also produces gardening and
household products and provides parts, repairs and accessory. For the fiscal year ended March 31,
2007, approximately 83% of Makitas sales were outside of Japan. Makita estimates that most of its
sales worldwide were made to commercial and professional users such as those engaged in timber and
metal processing, carpentry, and concrete and masonry works.
Makita focuses on creating user and environment-friendly products that enhance the work
environment, and have features such as low vibration, low noise and dust concentration.
Products
The following table sets forth Makitas consolidated net sales by product categories for the
periods presented:
Effective FY 2007, the following changes were made to product group classifications.
Makita specializes in power tools manufacturing and sales, as a single line of business, and
conducts its business globally. Until FY 2006, we classified our power tools into Portable
woodworking tools and Portable general purpose tools. However, this classification based on the
type of materials on which the power tools are used is no longer appropriate, due to the ongoing
diversification of building materials, and the fact that Portable woodworking tools and Portable
general purpose tools are increasingly becoming a single line of business. In addition, demand
for Stationary woodworking machines, a product group classification used until FY 2006, is
declining due mainly to changes in Japanese construction methods, contributing less than 1%, in
terms of Makitas net sales in and after FY 2006. For these reasons, Portable woodworking tools,
Portable general purpose tools, and Stationary woodworking machines were recategorized as
Power tools, effective FY 2007. In addition, the product group formerly classified as Other
products was changed to Gardening and Household Products based on the mainstay products in that
product category.
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(millions of yen, except for percentage amounts) |
|
|
U.S. Dollars |
|
|
|
Consolidated Net Sales by Product Categories |
|
|
(thousands) |
|
|
|
Fiscal year ended March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Power Tools |
|
¥ |
142,477 |
|
|
|
73.2 |
% |
|
¥ |
171,376 |
|
|
|
74.8 |
% |
|
¥ |
210,894 |
|
|
|
75.3 |
% |
|
|
1,787,237 |
|
Gardening and
Household Products |
|
|
21,102 |
|
|
|
10.8 |
% |
|
|
23,434 |
|
|
|
10.2 |
% |
|
|
28,123 |
|
|
|
10.0 |
% |
|
|
238,331 |
|
Parts, repairs and
accessories |
|
|
31,158 |
|
|
|
16.0 |
% |
|
|
34,265 |
|
|
|
15.0 |
% |
|
|
40,916 |
|
|
|
14.7 |
% |
|
|
346,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
194,737 |
|
|
|
100.0 |
% |
|
|
229,075 |
|
|
|
100.0 |
% |
|
|
279,933 |
|
|
|
100.0 |
% |
|
|
2,372,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Power Tools
Power Tools consist mainly of drills, grinders and sanders, rotary hammers, hammer drills,
demolition hammers and electric breakers, cordless impact drivers, circular saws, slide compound
saws, and cutters.
Drills are typical power tools used for drilling in metals, woods and plastics. They are classified
into pistol-grip drills, D-handle drills, spade-handle drills and angle drills, according to their
configuration. Makita also manufactures various kinds of cordless drills. Some of them are equipped
with a screwdriving mechanism and are called cordless driver drills.
Grinders and sanders are used for smoothing and finishing. Sanders may also be used for polishing.
Grinders are used on metal and sanders are used on metal, wood, stone and concrete. Grinders are
divided into portable disc grinders and bench grinders and sanders are classified into portable
disc sanders and belt sanders.
Rotary hammers, which are used exclusively on concrete in the construction industry, are equipped
with a rotary function, but can also be used as ordinary hammers. Hammer drills are equipped with a
hammering function, but can also be used as conventional drills; these drills are used principally
on metal and masonry in the civil engineering and electrical contracting industries. Demolition
hammers and electric breakers are used for shattering hard surfaces, principally concrete. Makita
believes it is making strong contributions, especially in Europe, to improving the working
environment by combining Makitas proprietary low vibration mechanisms with hammers, hammer drills,
demolition hammers, and electric breakers to meet the strong demand for drilling holes in stone and
concrete, and for other uses.
Cordless impact drivers are particularly in high demand across Japanese construction sites. In
February 2005, Makita introduced cordless impact drivers powered by lithium-ion batteries instead
of conventional nickel- metal-hydride batteries for the first time in the industry. Cordless impact
drivers employing lithium-ion batteries are smaller and lighter, and batteries last much longer.
Combined with Makitas proprietary Optimum Charging System, this new product has been well received
within Japan by professional users. The Optimal Charge System communicates with individual
batteries, when charging, and recognizes the use history of each battery, and analyzes the
condition, such as heating of a battery, over-discharging, or weakening through cycle age. This is
Makitas original technology, which can prolong the life of a battery through optimal and gradual
charge carrying out Active Current Control, Active Thermal Control, and Active Voltage
Control based the analysis result gathered at the time of charge. It marks a strong addition to
our Japanese product line-up of new 14.4V cordless power tools powered by lithium-ion batteries
including cordless circular saws, cordless angle grinders, cordless nailers, cordless four-mode
impact drivers, cordless hammer drills, cordless percussion drills, and cordless recipro saws.
Makita began offering cordless power tools powered by lithium-ion batteries in the United States
through major home centers in the fall of 2005. In addition to 14.4V cordless power tools
available in Japan and the United States, Makita offers 18V Combo kits of cordless drills, cordless
percussion drills, cordless circular saws, and cordless lights for users in the United States
demanding, more powerful tools. Makita is also rolling out its 18V cordless power tools powered by
lithiumion batteries across major European markets since the summer of 2006, amid a strong
construction industry interest.
Circular saws, which are primarily sold to carpenters in the homebuilding industry, account
for a substantial portion of Makitas sales of saws. The balance of saw sales is made up of
jigsaws, sold primarily to carpenters and other woodworkers for delicate work, and recipro saws
used for working in confined spaces unsuitable for conventional saws.
Cutters and cutting machines have similar functions, although cutters are designed to be
hand-held and cutting machines are
10
stationary. Cutters have a diamond cutting surface and are used
on tile, brick, concrete and stone. Cutting machines have a carborundum cutting surface and are
used principally on metal. Our angle cutters, used for precision wood cutting at construction
sites, feature functions designed to meet precision carpentry needs in Japan.
Subsequent to taking over the operations of Kanematsu-NNK Corp. in January 2006, Makita has
successfully introduced into the Japanese market its Red Series of high-pressure air nailer, which
are as popular as cordless impact drivers used in housing construction, completing our mainstay
product line-up.
Gardening and Household Products
Gardening household products consist mainly of chain saws, hand-held vacuum cleaners for home use,
industrial vacuum cleaners, submersible pumps and garden tools, such as hedge trimmers. There is a
strong need for dust collectors at construction sites because cutting, drilling and grinding work
using power tools generates debris. Small, light and high-suction power cleaners offered to home
users are increasingly popular. Makita also offers engine-equipped grass cutters, lawn mowers in
addition to gardening tools for trimming tree fences and cutting grass. Makita expects
that its acquisition of Fuji Robin will strengthen its lineup of gardening and engine-powered
garden tools.
Parts, repairs and accessories
Makita manufactures and markets a variety of parts and accessories for its products and
performs repair work as part of its after-sale services. In particular, Makita offers a variety of
parts and accessories with respect to high-quality and durable professional power tools, and at the
same time commits major management resources to enhancing post-sales services. Makita is working
hard toward strengthening its parts supply system and three-day repair program, while developing a
worldwide sales network. Makita is also working to strengthen its range of authentic Makita
accessories such as saw blades, drill bits, and grinding wheels.
Principal Markets, Distribution and After-Sale Services
The following table sets forth Makitas consolidated net sales by geographic area based on
customers locations for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of yen, except percentage amount) |
|
|
U.S. Dollars |
|
|
|
Consolidated Net Sales by Geographic Area |
|
|
(thousands) |
|
|
|
Fiscal year ended March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Japan |
|
¥ |
39,379 |
|
|
|
20.2 |
% |
|
¥ |
41,600 |
|
|
|
18.2 |
% |
|
¥ |
46,860 |
|
|
|
16.7 |
% |
|
$ |
397,119 |
|
Europe |
|
|
75,263 |
|
|
|
38.6 |
|
|
|
90,504 |
|
|
|
39.5 |
|
|
|
124,020 |
|
|
|
44.3 |
|
|
|
1,051,017 |
|
North America |
|
|
38,490 |
|
|
|
19.8 |
|
|
|
47,673 |
|
|
|
20.8 |
|
|
|
51,472 |
|
|
|
18.4 |
|
|
|
436,203 |
|
Asia (excluding Japan) |
|
|
16,341 |
|
|
|
8.4 |
|
|
|
16,993 |
|
|
|
7.4 |
|
|
|
19,469 |
|
|
|
7.0 |
|
|
|
164,992 |
|
Other |
|
|
25,264 |
|
|
|
13.0 |
|
|
|
32,305 |
|
|
|
14.1 |
|
|
|
38,112 |
|
|
|
13.6 |
|
|
|
322,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
194,737 |
|
|
|
100.0 |
% |
|
¥ |
229,075 |
|
|
|
100.0 |
% |
|
¥ |
279,933 |
|
|
|
100.0 |
% |
|
$ |
2,372,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan
Makita believes that most of its domestic sales are made to commercial users. The Japanese
Do-It-Yourself, or DIY, market for power tools is growing but the pace of growth is slow. Makita
has maintained its leading position in the Japanese market to the close and frequent contact that
it maintains with retailers and users of Makita products. While Makitas major
competitors rely primarily on wholesalers for all aspects of distribution and servicing, Makita has
approximately 810 employees directly responsible for the promotion, sale and delivery and
after-sale servicing of its products. These employees, operating from 113 sales offices throughout
Japan, are assigned sales territories and visit retail outlets in their area on an average of once
a week.
11
In addition, Makita has two distribution centers in Osaka and Saitama prefecture. These
distribution centers strengthen Makitas distribution and after-sale service functions.
The majority of Makitas products are sold through its 14 independent wholesalers. Each wholesaler
bears the risk of any bad debts of the retailers for which, it has responsibility. The payments by
the wholesalers to Makita are in most cases made within 30 to 60 days after sale. In FY 2007,
Makita sold its products, directly or through wholesalers, to approximately 30,000 retail outlets,
and no single retailer accounted for more than 2% of Makitas domestic sales. In FY 2007, Makitas
three largest wholesalers accounted, in the aggregate, for approximately 35% of Makitas domestic
net sales.
Repairs, including free repair service and after-sale services are carried out by Makitas sales
offices.
To strengthen its business in Pneumatic Tools, Makita purchased the nailer business of Kanematsu
NNK Corp in January 2006.
Overseas
In the fiscal year ended March 31, 2007, 83% of Makitas net sales were made outside of Japan.
Overseas sales, distribution, and service are carried out through a network of 36 sales
subsidiaries and 125 branch offices or service centers located in the United States, Canada,
Brazil, Mexico, Argentina, Chile, Australia, New Zealand, Singapore, Taiwan, China, Korea, the
United Kingdom, France, The Netherlands, Belgium, Italy, Greece, Germany, Denmark, Austria, Poland,
the Czech Republic, Hungary, Spain, the United Arab Emirates, Romania, Switzerland, Finland,
Russia, Ukraine and Slovakia. In addition, the Company exports directly, as well as through trading
companies, to various countries throughout the world. Makita products are sold principally under
the Makita brand name and the remaining products are sold under the Dolmar or Maktec brand
names.
Makita offers warranties to overseas customers. After-sale services and repairs overseas are
provided by local sales subsidiaries, service depots designated by Makita, or by service stores
designated by the applicable local importers. As of March 31, 2007, Makita had over 100 service
depots outside of Japan. As of the fiscal year ended March 31, 2007, 28 of these service depots
were located in the United States and 22 of these service depots were located in China. The labor
costs of service and repairs to products under warranty for overseas customers are borne by Makita
and the local service agents, and parts are provided by Makita.
Seasonality
Makitas business has no significant seasonality that affects sales or profits.
Competition
Both in Japan and overseas, the markets in which Makita sells its products are highly competitive.
Makita believes that competition in the portable electric power tool market is based on price,
product reliability, design and after-sale services and that its products are generally competitive
as to price and enjoy competitive advantage due to their reputation for quality, product
reliability and after-sale services. Makita is the largest manufacturer of portable electric power
tools in Japan and, together with one other Japanese competitor, accounts for a substantial
majority of the total sales of such products in Japan.
In overseas markets, Makita competes with a number of manufacturers, some of which are well
established in their respective local markets as well as internationally. In recent years, in the
U.S. power tool industry, some leading home centers have introduced their own brands of power tools
for professionals, and a high level of M&A activity is in progress within the power tool industry.
Moreover, in the Japanese market, U.S. and Japanese companies are forming business alliances, and
12
competition is becoming more intense within a saturated market. Makita has also experienced
increasing competition, particularly in countries with lower purchasing power, from China-based
power tool manufacturers who often offer lower-priced products.
Raw Materials and Sources of Supply
Makita purchases raw materials and parts to manufacture its products. The principal raw materials
and parts purchased by Makita include plastics, pressed steel plates, aluminum castings, copper
wires, switches, gears, blades, batteries, and bearings. The Company procures most of its raw
materials from multiple sources, although most parts are obtained from single suppliers. The
procurement cost of aluminum, copper, and certain other raw materials is affected by fluctuations
in international commodity markets, and these material prices appreciated during fiscal 2007.
Makitas purchases of raw materials and parts in the fiscal year ended March 31, 2007, amounted to
¥ 131,415 million. Raw materials and parts are purchased from approximately 250 suppliers in Japan
and a number of local suppliers in each country in which Makita performs manufacturing operations,
with the largest single source accounting for approximately 6% of Makitas total purchases of raw
materials and parts.
Makita also purchases from outside sources finished products such as vacuum cleaners, electric
generators, petrol brushcutter, and laser level.
Makita has not experienced any difficulty in obtaining raw materials, parts or finished products.
Government Regulations
Makita is subject to different government regulations in the countries in which it does business,
such as required business and investment regulations approvals, export regulations based on
national-security or other reasons, and other export and import regulations such as tariffs, as
well as commercial, antitrust, patent, consumer and business taxation, exchange control, and
environment and recycling laws and regulations.
If Makita is unable to comply with these regulations, it may be subject to significant fines or
other penalties and its activities in such countries may be limited.
Intellectual Property Rights
As of March 31, 2007, Makita owned 432 patents and 24 utility model registrations in Japan and 477
patents and 105 utility model registration outside Japan. A utility model registration is a right
granted under Japanese law to inventions having a practical utility in terms of form, composition
or assembly, but embodying less originality than that required for patents. As of March 31, 2007,
Makita had made 555 applications for additional patents and utility model registrations in Japan as
well as 374 patent applications outside Japan. While Makita considers all of its intellectual
property to be important, it does not consider any one or group of patents, trademarks or utility
model registrations to be so significant that their expiration or termination would materially
affect Makitas business.
Legal
Proceedings
Makita has
various legal actions and other claims pending against it. Based on
information currently available to Makita, Makita believes that its
losses from these matters, if any, would not have a material adverse
effect on Makitas financial position, operating results or cash
flows.
C. Organizational structure
As of March 31, 2007, the Makita Group consisted of 45 consolidated subsidiaries. Makita
Corporation (the Company) is the parent company of the Makita Group. The Company heads the
development of products. Domestic sales are made by the
Company and overseas sales are made almost entirely through sales subsidiaries and wholesalers. The
following is a list of significant subsidiaries of the Makita Group.
13
|
|
|
|
|
|
|
|
|
|
|
Proportion of |
|
|
Country of |
|
Ownership and |
Company Name |
|
Incorporation |
|
Voting Interest |
Makita U.S.A., Inc. |
|
U.S.A |
|
|
100.0 |
% |
Makita Corporation of America |
|
U.S.A |
|
|
100.0 |
|
Makita Canada Inc. |
|
Canada |
|
|
100.0 |
|
Makita International Europe Ltd. |
|
U.K. |
|
|
100.0 |
|
Makita (U.K.) Ltd. |
|
U.K. |
|
|
100.0 |
|
Makita Manufacturing Europe Ltd. |
|
U.K. |
|
|
100.0 |
|
Makita France S.A. |
|
France |
|
|
55.0 |
|
Makita Benelux B.V. |
|
The Netherlands |
|
|
100.0 |
|
S.A. Makita N.V. |
|
Belgium |
|
|
100.0 |
|
Makita S.p.A. |
|
Italy |
|
|
100.0 |
|
Makita Werkzeug GmbH |
|
Germany |
|
|
100.0 |
|
Dolmar GmbH |
|
Germany |
|
|
100.0 |
|
Makita Werkzeug Gesellschaft m.b.H. |
|
Austria |
|
|
100.0 |
|
Makita Sp. z o. o. |
|
Poland |
|
|
100.0 |
|
Makita SA |
|
Switzerland |
|
|
100.0 |
|
Makita Oy |
|
Finland |
|
|
100.0 |
|
Makita (China) Co., Ltd. |
|
China |
|
|
100.0 |
|
Makita (Kunshan) Co., Ltd. |
|
China |
|
|
100.0 |
|
Makita (Australia) Pty. Ltd. |
|
Australia |
|
|
100.0 |
|
Makita Gulf FZE |
|
U.A.E. |
|
|
100.0 |
|
|
D. Property, plant and equipment
The following table sets forth information relating to Makitas principal production facilities as
of March 31, 2007.
|
|
|
|
|
|
|
|
|
Floor space |
|
|
|
Location |
|
(Square meters) |
|
|
Principal products manufactured |
In Japan; |
|
|
|
|
|
|
Makita Corporation |
|
|
|
|
|
|
Okazaki Plants |
|
|
111,989 |
|
|
Electric power tools, etc. |
Makita Ichinomiya
Corporation |
|
|
5,387 |
|
|
Stationary woodworking machines |
Overseas; |
|
|
|
|
|
|
Makita Corporation of America |
|
|
24,053 |
|
|
Electric power tools, etc. |
Makita (China) Co., Ltd. |
|
|
50,512 |
|
|
Electric power tools, etc. |
Makita (Kunshan) Co., Ltd. |
|
|
17,969 |
|
|
Electric power tools, etc. |
Makita Manufacturing Europe
Ltd. |
|
|
11,520 |
|
|
Electric power tools, etc. |
Dolmar GmbH |
|
|
17,747 |
|
|
Engine powered equipment |
Makita EU S.R.L |
|
|
6,975 |
|
|
Electric power tools, etc.. (Commencement of production: April 2007) |
|
In addition, the Company owns an aggregate of 154,541square meters of floor space occupied by
the head office, warehouse facilities, a training center, dormitories and sales offices.
Makitas overseas manufacturing operations are conducted in the United States, Canada, Brazil,
United Kingdom, Germany and China. All buildings and land in these countries, except for land in
China, are owned by Makita.
None of the buildings or land that Makita owns in Japan is subject to any mortgage or lien. Makita
leases 88 sales offices in Japan and all of its overseas sales offices and premises, except for the
following locations, are owned by the respective subsidiary companies;
14
|
|
|
Head office and certain branch offices of Makita U.S.A., Makita Canada, and Makita Australia; and
Head office of Makita Germany, Makita France, Makita Benelux (The Netherlands), Makita Belgium, |
|
|
|
|
Makita Italy, Makita Brazil, Makita Taiwan, and Makita Singapore. |
Makita considers all of its principal manufacturing facilities and other significant properties to
be in good condition and adequate to meet the needs of its operations. Makita adjusts production
capacity based on its assessment of markets demands and prospects for demands, according to market
conditions and Makitas business objectives, by opening, closing, expanding or downsizing
manufacturing facilities or by increasing or decreasing output from the facilities accordingly.
Makita, therefore, believes that it is difficult and would require unreasonable effort to determine
the exact productive capacity and the extent of utilization of each of its manufacturing facilities
with a reasonable degree of accuracy. Makita, however, believes that its manufacturing facilities
are currently operating at a normal capacity of production facility.
During FY 2007, construction is underway to rebuild our Okazaki Plant, and the R&D and office
complexes at Makitas head office in Japan, to meet earthquake resistance standards. This
reconstruction work is being done to enhance resistance to seismic activities, and represents no
significant change in production capacity. Earthquake resistance rebuilding work at the R&D and
office complexes at the head office is scheduled to be completed by January 2008.
Makita believes that there are no material environmental issues that may affect Makitas current
use of its assets.
Item 4A. Unresolved Staff Comments
None
15
Item 5. Operating and Financial Review and Prospects
A. Operating results
The following table sets forth a summary of Makitas operations results for each of the years ended
March 31, 2005, 2006 and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars (thousands, |
|
|
(Millions of yen, except for percentage amounts) |
|
except for percentage amounts) |
|
|
2005 |
|
2006 |
|
2007 |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
NET SALES |
|
¥ |
194,737 |
|
|
|
100.0 |
|
|
¥ |
229,075 |
|
|
|
100.0 |
|
|
¥ |
279,933 |
|
|
|
100.0 |
|
|
$ |
2,372,314 |
|
|
|
22.2 |
|
Cost of sales |
|
|
113,323 |
|
|
|
58.2 |
|
|
|
132,897 |
|
|
|
58.0 |
|
|
|
163,909 |
|
|
|
58.6 |
|
|
|
1,389,060 |
|
|
|
23.3 |
|
|
GROSS PROFIT |
|
|
81,414 |
|
|
|
41.8 |
|
|
|
96,178 |
|
|
|
42.0 |
|
|
|
116,024 |
|
|
|
41.4 |
|
|
|
983,254 |
|
|
|
20.6 |
|
Selling, general and
administrative expenses |
|
|
52,646 |
|
|
|
27.1 |
|
|
|
58,726 |
|
|
|
25.6 |
|
|
|
66,802 |
|
|
|
23.9 |
|
|
|
566,118 |
|
|
|
13.8 |
|
Losses (Gains) on disposals or
sales of property, plant and
equipment, net |
|
|
1,234 |
|
|
|
0.6 |
|
|
|
(8,326 |
) |
|
|
(3.6 |
) |
|
|
(249 |
) |
|
|
(0.1 |
) |
|
|
(2,110 |
) |
|
|
(97.0 |
) |
Impairment of long-lived assets |
|
|
577 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
1,295 |
|
|
|
0.4 |
|
|
|
10,975 |
|
|
|
|
|
Transfer to the government of
the substitutional portion of
pension plan |
|
|
(4,441 |
) |
|
|
(2.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
|
31,398 |
|
|
|
16.1 |
|
|
|
45,778 |
|
|
|
20.0 |
|
|
|
48,176 |
|
|
|
17.2 |
|
|
|
408,271 |
|
|
|
5.2 |
|
OTHER INCOME(EXPENSES) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income |
|
|
1,157 |
|
|
|
0.6 |
|
|
|
1,301 |
|
|
|
0.6 |
|
|
|
1,364 |
|
|
|
0.5 |
|
|
|
11,559 |
|
|
|
4.8 |
|
Interest expense |
|
|
(588 |
) |
|
|
(0.3 |
) |
|
|
(364 |
) |
|
|
(0.2 |
) |
|
|
(316 |
) |
|
|
(0.1 |
) |
|
|
(2,678 |
) |
|
|
(13.2 |
) |
Exchange gains (losses) on
foreign currency transactions,
net |
|
|
37 |
|
|
|
0.0 |
|
|
|
(258 |
) |
|
|
(0.1 |
) |
|
|
(418 |
) |
|
|
(0.2 |
) |
|
|
(3,542 |
) |
|
|
62.0 |
|
Realized gains on securities, net |
|
|
453 |
|
|
|
0.2 |
|
|
|
2,918 |
|
|
|
1.3 |
|
|
|
918 |
|
|
|
0.3 |
|
|
|
7,780 |
|
|
|
(68.5 |
) |
Other, net |
|
|
161 |
|
|
|
0.1 |
|
|
|
(232 |
) |
|
|
(0.1 |
) |
|
|
(401 |
) |
|
|
(0.1 |
) |
|
|
(3,398 |
) |
|
|
72.8 |
|
|
Total |
|
|
1,220 |
|
|
|
0.6 |
|
|
|
3,365 |
|
|
|
1.5 |
|
|
|
1,147 |
|
|
|
0.4 |
|
|
|
9,721 |
|
|
|
(65.9 |
) |
|
INCOME BEFORE INCOME TAXES |
|
|
32,618 |
|
|
|
16.7 |
|
|
|
49,143 |
|
|
|
21.5 |
|
|
|
49,323 |
|
|
|
17.6 |
|
|
|
417,992 |
|
|
|
0.4 |
|
PROVISION FOR INCOME TAXES |
|
|
10,482 |
|
|
|
5.3 |
|
|
|
8,732 |
|
|
|
3.8 |
|
|
|
12,352 |
|
|
|
4.4 |
|
|
|
104,678 |
|
|
|
41.5 |
|
|
NET INCOME |
|
|
22,136 |
|
|
|
11.4 |
|
|
|
40,411 |
|
|
|
17.6 |
|
|
|
36,971 |
|
|
|
13.2 |
|
|
|
313,314 |
|
|
|
(8.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Overview
Economic conditions in fiscal 2007 were as follows. In addition to the high growth achieved in the
Eastern Europe and Russian economies, both capital investment and consumer spending were brisk in
Western Europe, and yet business conditions extended their recovery trend. While there were signs
of weakening in the U.S. housing market, the decline in the price of oil from earlier highs
supported consumer spending and other aspects of domestic demand. Further, business conditions in
Asia tended to be favorable, led by Chinas economic performance. Meanwhile in Japan, investment in
plants and equipment rose, and the job market improved, on the strength of improved corporate
earnings, and overall conditions exhibited moderate growth.
The principal business of Makita is the manufacture and sale of power tools. Principal products
include drills, rotary hammers, hammer drills, demolition hammers, grinders and cordless impact
drivers. Makita has eleven manufacturing centers, three located in Japan, two in China and one each
in the United States, Canada, Brazil, the United Kingdom, Germany, and Romania.
16
Makita focused its product development efforts on meeting marketplace needs, creating new lithium
ion battery products, and expanding its lineup of high-pressure pneumatic tools. In the production
area, Makita expanded capacity in China by constructing another factory building, and started the
production in April 2007 at the factory the Company has built in Romania, whereby Makita can reduce
its exposure to foreign exchange risks and the danger of concentrating too much production in
China, while establishing a stable supply capacity for the growing European market. On the sales
side, the Company built a base for operations in Estonia where the market is growing, and made
other efforts to further strengthen its global sales and after-service capabilities.
On a consolidated basis, Makitas net sales in fiscal 2007 amounted to ¥279,933 million, up 22.2%
from the previous fiscal year. This is Makitas third consecutive term of record-high results. In
fiscal 2006, the Company recorded a gain of ¥8,479 million from the sale of its golf course, and a
benefit of ¥5,238 million from the decrease in valuation allowance on a deferred income tax asset.
In fiscal 2007, Makitas subsidiary in the U.S. recorded a benefit of ¥1,704 million from the
decrease in valuation allowance on a deferred income tax asset. Accordingly, year-on-year operating
income climbed by 5.2%, to ¥48,176 million and net income amounted to ¥36,971 million, 8.5% lower
than the previous fiscal year.
On May 15, 2007 Makita acquired 79.32% of the outstanding shares of Fuji Robin, a manufacturer of
agricultural and forestry machinery, engines and firefighting pumps that also engages in the
wholesale of similar products and supplies, through a tender offer for an aggregate purchase price
of approximately ¥2.7 billion, bringing its total shareholding in Fuji Robin to 89.35%. Makita
acquired the remaining shares of Fuji Robin through a share exchange, which became effective
August 1, 2007. A total of 81,456 Makita shares held by Makita as treasury
stock was delivered in connection with the share exchange. For the fiscal year ended March 31,
2007, Fuji Robin had net sales under Japanese GAAP of ¥11,138 million, operating income of ¥52
million, ordinary profit of ¥37 million and posted a net loss of ¥138 million. Makitas purpose
for acquiring Fuji Robin is to strengthen its lineup of gardening and engine-powered gardening
tools. Makita does not expect the acquisition of Fuji Robin will have a material impact on its
result of operations for the next fiscal year.
Fiscal Year 2007 compared to FY 2006
Net sales
Makitas consolidated net sales for the fiscal year ended March 31, 2007(FY 2007) amounted to
¥279,933 million, an increase of 22.2%, or ¥50,858 million, from the fiscal year ended March 31,
2006(FY 2006). In FY 2007, the average yen-dollar exchange rate was ¥116.97 for $1.00,
representing a 3.2% depreciation of the yen compared with that in FY 2006. The average level of the
yen-euro exchange rate in FY 2007 was ¥150.02 for 1.00 euro, representing an 8.8% depreciation of
the yen compared with that in FY 2006. Excluding the effect of currency fluctuations, consolidated
net sales would have increased by 16.0% in FY 2007.
While Makitas consolidated net sales increased by 22.2% in FY 2007, the overall number of units of
products sold also increased in FY 2007. Excluding the effect of the decrease in prices of
products and the currency fluctuations, Makitas consolidated net sales would have increased by
14.5%, or ¥ 33,311 million. The significant increase in the quantity of goods sold in FY 2007
primarily reflected strong sales of Makitas power tools, such as drills, grinders and rotary
hammers, hammer drills. In Europe, competitiveness has improved due to the strength of euro against
the yen. Further, demand for the rotary hammer in Europe has been strong. In North America, sales
increased in part due to the sales of lithium ion battery products.
17
The average price of Makitas products declined in FY 2007, and excluding the effect of the
increase in the number of units sold, the price cutting would have decreased Makitas net sales by
0.6%, or ¥ 1,347 million.
Sales of new products comprised 10.4% of consolidated net sales of Makita in FY 2007, or ¥29,209
million.
In terms of product type, there was an increase in the sales of power tools by 23.1% or ¥39,518
million, Gardening and household products increased by 20.0% or ¥4,689 million and income from
parts, repairs and accessories increased by 19.4% or ¥ 6,651 million. In particular, sales of
drills, grinders, rotary hammers and cordless impact drivers increased.
Sales by region
The increase in consolidated net sales in FY 2007 can be attributed to an increase in sales in
Japan by 12.6%, or ¥5,260 million, to ¥46,860 million, an increase in sales in Europe by 37.0%, or
¥33,516 million, to ¥124,020 million and, an increase in sales in North America, by 8.0%, or ¥3,799
million, to ¥51,472 million, increased sales in Asia (excluding Japan) by 14.6%, or ¥2,476 million,
to ¥19,469 million and an increase in sales in other regions including Australia, Latin America and
Middle East by 18.0% or ¥5,807 million, to ¥38,112 million.
The increased sales in Japan in FY 2007 primarily reflected strong sales of lithium ion battery
based impact drivers. In addition, the automatic nailer business acquired from Kanematsu-NNK Corp
in January 2006, contributed to the increased sales in Japan.
The increased sales in Europe in FY 2007 primarily reflected the appreciation of the euro against
the yen in addition to higher building demand in construction due to an unusual warm winter. Net
sales in yen terms increased in Russia and Eastern Europe by 63.6%, in the United Kingdom by 27.0%,
in Germany by 38.4% and in France by 30.3% compared to FY 2006. In addition, the introduction of
new products, particularly lithium ion battery products contributed to the increase of sales in
Europe. Excluding the effect of fluctuations of the local currencies, net sales in Europe would
have increased by 26.0%, or ¥23,493 million in FY 2007.
The increased sales in North America in FY 2007 primarily reflected strong sales of lithium ion
battery products despite the decline of new housing starts. Excluding the effect of fluctuations of
the local currencies, net sales in North America would have increased by 3.7%, or ¥1,786 million in
FY 2007, compared with FY 2006.
The increased sales in Asia excluding Japan in FY 2007 primarily reflected the increased sales in
Singapore and Indonesia, particularly with respect to power tools, such as grinders, hammer drills
and rotary hammers. Excluding the effect of fluctuations of the local currencies, net sales in Asia
would have increased by 11.4%, or ¥1,937 million in FY 2007.
The increased sales in Other regions including Australia, Latin America and the Middle East in FY
2007 were primarily due to an increased number of units sold, particularly with respect to power
tools such as grinders, hammer drills and rotary hammers sold. In FY 2007 Makita saw success in its
sales efforts to new markets in the Middle East and Africa. The introduction of new products also
contributed to the increase of sales in Other regions, in particular, grinders. Excluding the
effect of fluctuations of the local currencies, other net sales would have increased by 13.0%, or
¥4,203 million in FY 2007.
18
Review of Performance by Product Group
Power Tools
Power Tools group offers a wide range of dependable drills, rotary hammers, hammer drills,
demolition hammers, grinders, cordless impact driver and sanders. This group generates the largest
portion of Makitas consolidated net sales. In FY 2007, sales of power tools grew by 23.1%, to
¥210,894 million, accounting for 75.3% of consolidated net sales. In Japan, sales of power tools
increased by 7.2%, to ¥25,268 million, accounting for 53.9% of total domestic sales. Overseas sales
of power tools increased by 25.6%, to ¥185,626 million, or 79.6% of total overseas sales.
Gardening and Household Products
Principal products in Makitas Gardening and household products group include chain saws, petrol
brushcutter, vacuum cleaners and cordless cleaners. In FY 2007, Makita recorded a 20.0% increase in
sales of Gardening and household products, to ¥28,123 million, or 10.0% of consolidated net sales.
Domestic sales of Gardening and household products increased by 8.5%, to ¥9,079 million, accounting
for 19.4% of total domestic sales. Makita recorded a 26.4% increase in overseas sales of Gardening
and household products, to ¥19,044 million, which accounted for 8.2% of total overseas sales in FY
2007.
Parts, Repairs and Accessories
Makitas after-sales services include the sales of parts, repairs and accessories. In FY 2007,
parts, repairs and accessories sales increased by 19.4%, to ¥40,916 million, accounting for 14.7%
of consolidated net sales. Domestic sales of parts, repairs, and accessories increased by 29.4% to
¥12,513 million accounted for 26.7% of total domestic sales. Overseas sales of parts, repairs, and
accessories grew by 15.5%, to ¥28,403 million, accounting for 12.2% of total overseas sales.
Cost of Sales
Cost of sales increased by 23.3% (¥31,012 million) from FY 2006 to ¥163,909 million.
The sales cost ratio increased by 0.6 points from 58.0% in FY 2006 to 58.6% as a result of the rise
in materials costs and depreciation expenses.
Gross Profit
Gross profit on sales increased by 20.6% (¥19,846 million) to ¥116,024 million. Gross
profit margin fell by 0.6 points from 42.0% in FY 2006 to 41.4%, due to increasing cost of sales.
The increasing cost of sales was primarily a result of rising raw material costs, which were
subject to price fluctuation in the global market, partially offset by the positive effect of the
weak yen.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for FY 2007 increased by 13.8% (¥8,076 million) from
FY 2006 to ¥66,802 million. The main causes were increased personnel costs due to an increase in
the number of employees, a rise in shipping costs due to increased sales, and increased advertising
costs due to activities of sales promotion in overseas subsidiaries. Further, the decline of yen
caused the yen conversion rate of selling expenses and administrative expenses of overseas
subsidiaries to rise. Selling, general and administrative expenses excluding the effects of the low
yen rose 8.7%.
On the other hand, the ratio of selling, general and administrative expenses to sales fell by 1.7
points from 25.6% to 23.9%, due to increased sales.
19
Losses (Gains) on disposal or sales of property, plant and equipment
In FY 2007, the expenses for demolishing some of the Companys headquarters buildings are recorded
as loss on disposal of property, plant and equipment. Additionally, land and buildings selling with
the review of American subsidiarys sales office are recorded as gain on disposal of property,
plant and equipment. Accordingly, Makita recognized net gains on disposal or sales of property,
plant and equipment of ¥249 million, a 97% decrease from ¥8,326 in FY 2006. The main reason for the
decrease from FY 2006 was a gain from the sale of the golf course of the Joyama Kaihatsu Ltd.
subsidiary.
Impairment of Long lived assets
In FY 2007, the Company decided to transfer the manufacturing business (stationary woodworking
machines) of its consolidated subsidiary, Makita Ichinomiya Corporation to Makitas Okazaki plant
in order to streamline the production function in Japan no later than December 2007.
As a result of this decision, the Company performed an impairment assessment pursuant to the
provisions of SFAS No. 144 and estimated the carrying amounts would not be recovered by the future
cash flows. Consequently, the Company recorded an impairment charge totaling ¥1,295 million to
reflect the estimated fair value of the assets.
Operating Income
As a result of the above, operating income for FY 2007 increased by 5.2% to ¥48,176 million.
Operating income margin decreased by 2.8points, from 20.0% in FY 2006 to 17.2% in FY 2007.
Other Income (Expenses)
In FY 2007, Other income was ¥1,147 million, a 65.9% decrease from FY 2006.
The reasons for the decrease were as follows:
(1) Realized gains on securities decreased by ¥2,000 million to¥918 million due to the gain on
securities, net, in the amount of ¥2,528 million resulting from the merger of UFJ Holdings
Co., Ltd., and Mitsubishi Tokyo Financial Group Co., Ltd., in FY 2006 that did not reoccur in
FY 2007. |
(2) The amount of foreign exchange losses increased by ¥160 million, to ¥418 million in FY 2007
due to foreign exchange losses in China caused by the appreciation of yuan against the U.S.
dollar. |
Income before income taxes
Income before income taxes for FY 2007 increased by 0.4% (¥180 million) as compared with the
previous fiscal year to ¥49,323 million, while the ratio of income before income taxes to sales for
current year decreased by 3.9 points, from 21.5% in FY 2006 to 17.6% in FY 2007.
Provision for income taxes
Provision for income taxes for FY 2007 amounted to ¥12,352 million, an increase of 41.5% (¥3,620
million) as compared with the previous year due mainly to an increase in taxable income of Makita.
In FY 2007, Makita reversed the valuation allowance on deferred tax assets in the amount of ¥2,701
million related to certain subsidiaries based on both improved performance in recent years and a
steady outlook for the future performance of these subsidiaries, and thus the valuation allowance
decreased by ¥2,655 million, including the effect of translation. However, in FY 2006, the
valuation allowance of ¥5,782 million was reversed related to the sale of the golf course. As a
result, the effective tax rate for FY 2007 was 25.0%, a 7.2% increase from 17.8% for FY 2006, due
mainly to the above mentioned decrease in the reversal of the valuation allowance.
20
Net income
Primarily, as a result of a gain of ¥8,479 million from the sale of the golf course in FY 2006, net
income for FY 2007 fell by ¥3,440 million to ¥36,971 million, which is an 8.5% decrease from the
previous fiscal year.
Earnings per share
Basic earnings per share of common stock amounted to ¥257.3, compared with ¥281.1 in FY 2006.
Diluted earnings per share amounted to ¥257.3, compared with ¥281.1 in FY 2006.
Regional Segments
Segment information described below is based on the location of the Company and its relevant
subsidiaries.
Japan Segment
In FY 2007, sales in the Japan segment grew by 12.7%, to ¥125,816 million. Sales to external
customers increased by 14.9% to ¥61,776 million, which accounted for 22.1% of consolidated net
sales. The increase reflects a 12.6% rise in sales in the domestic market as well as a 22.4%
increase in export sales mainly to Asia. Even though segment operation expenses increased by 23.9%,
to ¥108,403 million, operating income decreased by 27.9%, to ¥17,413 million in FY 2007. This was
attributable to the ¥8,479 million gain on the sale of the golf course in FY 2006 and increase of
depreciation cost in FY 2007.
Europe Segment
In FY 2007, sales in the Europe segment grew by 33.9% to ¥130,633 million. Sales to external
customers increased by 36.9%, to ¥124,924 million, which accounted for 44.6% of consolidated net
sales. This increase is mainly due to strong sales of the rotary hammer, and the high growth
achieved in the Eastern Europe and Russian economies, both investment in plant and equipment, and
consumer spending were brisk in Western Europe. Segment operating income increased by 49.8%, to
¥18,056 million.
North America Segment
In FY 2007, sales in the North America segment climbed by 8.5%, to ¥56,729 million. Sales to
external customers increased by 7.2% to ¥51,432 million, which accounted for 18.4% of consolidated
net sales. This increase in sales to external customers was mainly due to better sales of lithium
ion battery products. As a result, operating income for FY 2007 increased by 34.8%, to ¥2,512
million.
Asia Segment (excluding Japan)
In FY 2007, sales in the Asia segment increased by 45.8% to ¥76,719 million. The increase in sales
in this segment is primarily due to higher sales in inter-segment from two factories in China to
Europe. Sales to external customers increased by 12.2%, to ¥9,698 million, which accounted for 3.5%
of consolidated net sales. This increase is primarily due to an increase in sales in Singapore.
Segment operating income grew by 53.3%, to ¥9,904 million in FY 2007.
Other Segment
In FY 2007, sales in the Other segment increased by 16.9% to ¥32,252 million. Sales to external
customers increased by 17.1%, to ¥32,103 million, which accounted for 11.4% of consolidated net
sales. Sales increase in this segment is primarily due to an increase in sales in Latin America and
Middle East. Segment operating income grew by 36.1%, to
¥3,466 million, in FY 2007. The reason for
this increase is mainly improved cost of sales in Latin America.
21
Fiscal Year 2006 Compared to FY 2005
Net sales
Makitas consolidated net sales for the fiscal year ended March 31, 2006 amounted to ¥229,075
million, an increase of 17.6%, or ¥ 34,338 million, from the fiscal year ended March 31, 2005 (FY
2005). In FY 2006, the average yen-dollar exchange rate was ¥113.3 for $1.00, representing a 5.4%
depreciation of the yen compared with the average level in FY 2005. The average level of the
yen-euro exchange rate in FY 2006 was ¥137.8 for 1.00 euro, representing a 2.0% depreciation of the
yen compared with the average level in FY 2005. Excluding the effect of currency fluctuations,
consolidated net sales would have increased by 13.4% in FY 2006.
While Makitas consolidated net sales increased by 17.6% in FY 2006, the overall number of units of
products sold also increased in FY 2006. Excluding the effect of the decrease in prices of
products and the currency fluctuations, Makitas consolidated net sales would have increased by
14.0%, or ¥ 27,276 million. The significant increase in the quantity of goods sold in FY 2006
primarily reflected strong sales of Makitas power tools, such as grinders, rotary hammers and
hammer drills. In Europe, competitiveness has improved due to the strength of euro against the yen.
Further, demand for the rotary hammer in Europe has been strong. In North America, the sales has
increased in part due to the introduction of lithium ion battery products, which were introduced as
a major sales item to major hardware retailers during the Christmas sales season.
The average price of Makitas products declined in FY 2006, and excluding the effect of the
increase in the number of units sold, the drop of prices would have decreased Makitas net sales by
1.9%, or ¥ 3,704 million.
Sales of new products comprised 15.9% of consolidated net sales of Makita in FY 2006, or ¥ 36,378
million. Among others, a new series of rechargeable products combining lithium ion batteries with
the Companys proprietary optimum charging system and new products such as rotary hammers featuring
newly developed low-vibration designs, were introduced during FY 2006 and contributed to the
increase in Makitas net sales in FY 2006. In North America in particular, the line of tools with
rechargeable lithium battery was popular at major hardware retailers. The distinctive designs as
well as the ability to develop new products quickly to match the changing needs of the market
contributed to the popularity of these products. In Japan, due to the increasing demand for
renovation-related products in the market, among the line of tools with rechargeable lithium ion
battery, the sales of impact drivers and circular saws have been strong.
In terms of product type, there was an increase in the sales of power tools by 20.3% or ¥28,899
million, Gardening and household products increased by 11.1% or ¥2,332 million and income from
parts, repairs and accessories increased by 10.0% or ¥ 3,107 million. In particular, sales of
cordless impact drivers, circular saws and rotary hammers increased.
Sales by region
The increase in consolidated net sales in FY 2006 can be attributed to an increase in sales in
Japan by 5.6%, or ¥2,221 million, to ¥41,600 million, an increase in sales in North America, by
23.9%, or ¥9,183 million, to ¥47,673 million, an increase in sales in Europe by 20.3%, or ¥15,241
million, to ¥90,504 million and, to a lesser extent, increased sales in Asia (excluding Japan) by
4.0%, or ¥652 million, to ¥16,993 million and an increase in sales in other regions including
Australia, Latin America and the Middle East by 27.9% or ¥7,041 million, to ¥32,305 million.
The increased sales in Japan in FY 2006 primarily reflected the increased number of units sold with
respect to its power tools such as lithium ion battery based impact drivers and circular saws,
partially offset by the decline in the number of units sold in stationary woodworking machines. In
addition, the automatic nailer business acquired from Kanematsu-NNK Corp. contributed to the
increased sales in Japan.
22
The increased sales in North America in FY 2006 primarily reflected strong sales of lithium ion
battery based products to major home centers in North America. Excluding the effect of fluctuations
of the local currencies, net sales in North America would have increased by 16.4%, or ¥6,325
million in FY 2006, compared with FY 2005.
The increased sales in Europe in FY 2006 primarily reflected the appreciation of the euro against
the yen. Net sales in yen terms increased in Russia and Eastern Europe by 34.6%, in the United
Kingdom by 10.4%, in Germany by 18.4% and in France by 24.0% compared to FY 2005. Among others,
Makitas products such as drills and rotary hammers were particularly popular in countries such as
Germany and the United Kingdom, partly reflecting the lower sales price resulting from the strength
of the euro. Drills and rotary hammers increased by 17.5% and 22.8% respectively. In addition, the
introduction of new products, particularly drills and rotary hammers contributed to the increase of
sales in Europe. Excluding the effect of fluctuations of the local currencies, net sales in Europe
would have increased by 17.2%, or ¥12,920 million in FY 2006.
The increased sales in Asia (excluding Japan) in FY 2006 primarily reflected the increased sales in
China and Taiwan, particularly with respect to power tools, such as grinders and hammer drills. Net
sales in yen terms increased in China by 18.8% over amounts recorded in FY 2005. The establishment
of six branch stores and 15 direct sales service centers in China greatly improved the after-sales
service and was a factor, contributing to the increase of sales in China. . Excluding the effect of
fluctuations of the local currencies, net sales in Asia excluding Japan would have increased by
0.6%, or ¥98 million in FY 2006.
The increased sales in other regions including Australia, Latin America and the Middle East in FY
2006 were primarily due to an increased number of units sold in Other regions, particularly with
respect to power tools such as grinders, impact drivers and rotary hammers sold. In FY 2006 Makita
saw success in its sales efforts to new markets in the Middle East and Africa. The introduction of
new products also contributed to the increase of sales in Other regions, in particular rotary
hammers. The increased number of products sold in other regions was partially offset by the
decreased price per product resulting from the reduced cost of production, especially in grinders.
Overall, net sales of grinders increased by 33.0% from FY 2005. Excluding the effect of
fluctuations of the local currencies, other net sales would have increased by 17.7%, or ¥4,471
million in FY 2006.
Review of Performance by Product Group
Power Tools
In FY 2006, sales of power tools grew by 20.3%, to ¥171,376 million, accounting for 74.8% of
consolidated net sales. In Japan, sales of power tools increased by 8.5%, to ¥23,564 million,
accounting for 56.7% of total domestic sales. Overseas sales of power tools increased by 22.4%, to
¥147,812 million, or 78.8% of total overseas sales.
Gardening and household products
In FY 2006, Makita recorded a 11.1% increase in sales of Gardening and household products, to
¥23,434 million, or 10.2% of consolidated net sales. Domestic sales of Gardening and household
products decreased by 1.3%, to ¥8,365 million, accounting for 20.1% of total domestic sales. Makita
recorded a 19.3% increase in overseas sales of Gardening and household products, to ¥15,069
million, which accounted for 8.0% of total overseas sales in FY 2006.
Parts, Repairs and Accessories
In FY 2006, parts, repairs, and accessories sales increased by 10.0%, to ¥34,265 million,
accounting for 15.0% of consolidated net sales. Domestic sales of parts, repairs, and accessories
increased by 5.3% to ¥9,671 million accounted for
23
23.2% of total domestic sales. Overseas sales of parts, repairs, and accessories rose by 11.9%, to
¥24,594 million, accounting for 13.2% of total overseas sales.
Cost of Sales
Cost of sales increased by 17.3% (¥19,574 million) from FY2005 to ¥132,897 million.
In terms of overseas sales, despite the rise in materials costs, the sales cost ratio improved
slightly from 58.2% in FY2005 to 58.0% as a result of sales increase after yen conversion,
reflecting the declining yen against the euro and the U.S. dollar.
Gross Profit
Gross profit on sales increased by 18.1% (¥14,764 million) to ¥96,178 million. Gross
profit margin improved by 0.2 points from 41.8% in FY2005 to 42.0%, due to the weak yen and sales
of high value-added products.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for FY 2006 increased by 11.5% (¥6,080 million) from
FY2005 to ¥58,726 million. The main causes were increased personnel costs due to an increase in the
number of employees, a rise in shipping costs due to increased sales and the sharp increase in the
price of crude oil, and increased advertising costs due to a sponsorship contract in North America.
Further, the decline of yen caused the yen conversion rate of selling expenses and administrative
expenses of overseas subsidiaries to rise. Selling, general and administrative expenses excluding
the effects of the low yen rose by 9.7%.
On the other hand, the ratio of selling, general and administrative expenses to sales fell by 1.5
points from 27.1% to 25.6%, due to increased sales.
Losses (Gains) on disposal or sales of property, plant and equipment
In FY 2004, Joyama Kaihatsu Ltd., the companys subsidiary that owned a golf course, wrote down the
value of the golf course to its fair value, thereby recording ¥5,996 million in impairment losses.
On April 11, 2005, the Nagoya District Court approved the civil rehabilitation plan for Joyama
Kaihatsu Ltd. and such plan was affirmed on May 7, 2005. On May 31, 2005, Makita transferred its
ownership interest in Joyama Kaihatsu Ltd., including the golf course property, to a third party.
As a result, in FY 2006, a gain of ¥8,479 million from the sale of the golf course was recognized,
which included the release from its obligation for club membership of ¥ 6,461 million. In addition,
the Company and certain subsidiaries recognized losses on disposal or sales of property, plant and
equipment of ¥153 million. Accordingly, Makita recognized net gains on disposal or sales of
property, plant and equipment of ¥8,326.
Transfer to the government of a substitutional portion of pension plan
A substitutional portion of pension plan was transferred to the Japanese government on June 28,
2004. As a result, the Company recognized a subsidy from the government equal to the difference
between the fair value of the obligation deemed settled with the government and the assets
required to be transferred to the government in the amount of ¥9,128 million in FY 2005. In
addition, the Company recognized a settlement loss equal to the amount calculated as the ratio of
the obligation settled to the total employees pension fund obligation immediately prior to
settlement, both of which excluded the effect of future salary progression relating to the
substitutional portion, times the net unrecognized gain/loss immediately prior settlement, which
amounted to ¥4,687 million. The resulting net gain of ¥4,441 million was recorded in FY 2005.
Operating
Income
As a
result of the above, operating income for FY 2006 increased by 45.8%
to ¥45,778 million.
Operating income margin improved by 3.9 points, from 16.1% in FY 2005 to 20.0% in FY 2006.
24
Other Income (Expenses)
In FY 2006, Other income was ¥3,365 million, a 175.8%
increase from FY 2005.
The reasons for the increase were as follows:
(1) Realized gains on securities increased by ¥2,465 million to ¥2,918 million.
As of October 1, 2005, UFJ Holdings Co., Ltd., and Mitsubishi Tokyo Financial Group Co., Ltd.,
merged. The shares of UFJ Holdings that the Company owned were exchanged for shares of the newly
merged entity, Mitsubishi UFJ Financial Group Co., Ltd. As a result of this share exchange, the
Company realized a gain on securities, net in the amount of ¥2,528 million.
(2) Interest expenses decreased by ¥224 million to ¥364 million.
Interest expenses was reduced by ¥195 million due to the redemption of the Companys 1.5% annual
interest yen-based convertible bonds in the amount of ¥12,992 million in March 2005.
(3) Interest and dividend income increased by ¥144 million to ¥1,301 million.
The main factor in the increase in interest and dividends income in FY 2006 was the increase of
dividends from certain investments in trusts due to the recovery in Japanese stock market.
(4) The amount of foreign exchange gains and losses fell by ¥295 million, from a gain of ¥37
million in FY 2005 to a loss of ¥258 million in FY 2006 due to exchange losses in China caused by
the devaluation of yuan against the U.S. dollar.
Income before income taxes
Income before income taxes for FY 2006 increased by 50.7% (¥16,525 million) as compared with
the previous fiscal year to ¥49,143 million, while the ratio of income before income taxes to sales
for current year increased from 16.7% in FY 2005 to 21.5% in FY 2006, an increase of 4.8%.
Provision for income taxes
Provision for income taxes for FY 2006 was reduced by 16.7% as compared with the previous year
primarily due to the realization of a tax benefit on impairment losses related to Makitas golf
course.
In 2006, following the completion of the civil rehabilitation proceedings and the sale of the golf
course, previously unrecognized deferred tax asset were realized in connection with the gain on
sale of golf course and the related valuation allowance of ¥ 5,782 million was reversed. Makita
also provided valuation allowance of ¥ 402 million for deferred tax assets that existed at the
beginning of the year because it was determined that such assets were not more likely than not to
be realized in future years. As a consequence, the net change in the total valuation allowance for
FY 2006 was a decrease of ¥5,238 million, resulting in a reduction of income tax expense. This
decrease in valuation allowance had the effect decreasing Makitas effective tax rate by 14.3% to
17.8% from 32.1% for FY2005.
Net income
As a result of a gain of ¥8,479 million from the sale of the golf course, which included the gain
of release from its obligation for club membership of ¥ 6,461 million and other factors, net income
for FY 2006 rose by ¥18,275 million to ¥40,411 million, which is an 82.6% increase from the
previous fiscal year.
Earnings per share
Basic earnings per share of common stock amounted to ¥281.1, compared with ¥153.9 in FY 2005.
Diluted earnings per share amounted to ¥281.1, compared with ¥148.8 in FY 2005.
Regional Segments
Segment information described below is determined by the location of the Company and its relevant
subsidiaries.
25
Japan Segment
In FY 2006, sales in the Japan segment grew by 13.0%, to ¥111,614 million. Sales to external
customers increased by 5.6% to ¥53,788 million, which accounted for 23.5% of consolidated net
sales. The increase reflects a 5.6% rise in sales in the domestic market as well as a 5.3% increase
in export sales mainly to the Middle East and Africa. Even though segment operation expenses
increased by 5.6%, to ¥87,468 million, operating income climbed approximately 1.5 times, to ¥24,146
million in FY 2006. This increase was attributable to the ¥8,479 million gain on the sale of the
golf course in addition to strong sales of various new products with lithium ion batteries.
North America Segment
In FY 2006, sales in the North America segment climbed by 24.0%, to ¥52,300 million. Sales to
external customers increased by 24.3% to ¥47,979 million, which accounted for 20.9% of consolidated
net sales. This increase in sales to external customers was mainly due to better sales of lithium
ion battery based products at major home centers in North America. As a result, operating income
for FY 2006 increased by 15.7%, to ¥1,863 million.
Europe Segment
In FY 2006, sales in the Europe segment grew by 19.5% to ¥97,555 million. Sales to external
customers increased by 20.3%, to ¥91,249 million, which accounted for 39.8% of consolidated net
sales. This increase is mainly due to strong sales of the rotary hammer, and the stable and steady
economic growth in Eastern Europe and Russia. Segment operating income increased by 19.0%, to
¥12,050 million.
Asia Segment (excluding Japan)
In FY 2006, sales in the Asia segment increased by 24.4% to ¥52,624 million. The increase in sales
in this segment is primarily due to higher sales from two factories in China to North America and
Europe, where sales were favorable. Sales to external customers increased by 17.2%, to ¥8,645
million, which accounted for 3.8% of consolidated net sales. This increase is primarily due to an
increase in sales in Taiwan. Segment operating income grew by 31.2%, to ¥6,462 million in FY 2006.
Other Segment
In FY 2006, sales in the Other segment increased by 24.9% to ¥27,595 million. Sales to external
customers increased by 25.0%, to ¥27,414 million, which accounted for 12.0% of consolidated net
sales. Sales increase in this segment is primarily due to an increase in sales in Central and South
American countries and Middle East. Segment operating income grew to approximately 2.7 times FY
2005s to ¥2,547 million, in FY 2006. This increase is primarily due to a turnaround in Oceania
resulting from cost reductions.
CRITICAL ACCOUNTING POLICIES
As disclosed in Note 3 of the Notes to the accompanying consolidated financial statements, the
preparation of Makitas consolidated financial statements in accordance with U.S. generally
accepted accounting principles requires management to make certain estimates and assumptions. These
estimates and assumptions were determined by managements judgment based on currently known facts,
situations and plans for future activities, which may change in the future. Certain accounting
estimates are particularly sensitive because of their significance to the consolidated financial
statements and accompanying notes and due to the possibility that future events affecting the
estimates may differ significantly from managements current judgments. Accordingly, any changes in
the facts, situations, future plans or other factors on which management bases its estimates may
result in a significant difference between earlier estimates and the actual results achieved.
Makita believes that the following are the critical accounting policies and related judgments and
estimates used in the preparation of its consolidated financial statements and accompanying notes.
26
Revenue Recognition
Makita believes that revenue recognition is critical for its financial statements because net
income is directly affected by the estimation of sales incentives. In recognizing its sales
incentives, Makita is required to make estimates based on assumptions about matters that are highly
uncertain at the time the estimate is made. Makita principally generates revenue through the sale
of power tools. Makitas general revenue recognition policy follows the provisions of Staff
Accounting Bulletin No. 104, SAB 104, Revenue Recognition, and Emerging Issues Task Force Issue,
EITF No. 01-9, Accounting for consideration Given by a Customer (including a Reseller of the
Vendors Products). In accordance with SAB 104 and as disclosed in the consolidated financial
statements, Makita recognizes revenue when persuasive evidence of an arrangement exists, delivery
has occurred or services are rendered, the sales price is fixed and determinable and collectibility
is reasonably assured. Makita believes the foregoing conditions are satisfied upon the shipment or
delivery of Makitas product.
With respect to Revenue Recognition, Makita offers sales incentives to qualifying customers
through various incentive programs. Sales incentives primarily involve volume-based rebates,
cooperative advertising and cash discounts, and are accounted for in accordance with the EITF
No.01-9.
Volume-based rebates are provided to customers only if customers attain a pre-determined cumulative
level of revenue transactions within a specified period of a year or less. Liabilities for
volume-based rebates are recognized with a corresponding reduction to revenue for the expected
sales incentive at the time the related revenue is recognized, and are based on the estimation of
sales volume reflecting the historical performance of individual customers.
If expected sales levels are not achieved or achieved in levels higher than anticipated resulting
in a greater magnitude of incentive, the result could have a material impact on Makitas financial
statements.
Cooperative advertisings are provided to certain customers as a contribution to or as sponsored
funds for advertisements. Under cooperative advertising programs, Makita does not receive an
identifiable benefit sufficiently separable from its customers. Accordingly, cooperative
advertisings are also accounted as a reduction of revenue.
Cash discounts are provided as a certain percentage of the invoice price as predetermined by spot
contracts or based on contractually agreed upon amounts with customers. Cash discounts are
recognized as a reduction of revenue at the time the related revenue is recognized based on
Makitas ability to reliably estimate such future discounts to be taken. Estimates of expected
cash discounts are evaluated and adjusted periodically based on actual sales transactions and
historical trends.
The following table shows the changes in accruals for volume-based rebates, cooperative advertising
and cash discounts for the years ended March 31, 2005, 2006 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
For the year ended March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Volume-based rebates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual payment for the year |
|
|
(3,836 |
) |
|
|
(5,104 |
) |
|
|
(6,342 |
) |
|
|
(53,476 |
) |
Income statement impact for the year |
|
|
4,333 |
|
|
|
5,726 |
|
|
|
7,477 |
|
|
|
63,364 |
|
Accrued expenses or deduction of account receivables (BS)
as of March 31, |
|
|
2,102 |
|
|
|
2,724 |
|
|
|
3,859 |
|
|
|
32,703 |
|
Cooperative advertisings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual payment for the year |
|
|
(1,900 |
) |
|
|
(2,127 |
) |
|
|
(2,646 |
) |
|
|
(22,424 |
) |
Income statement impact for the year |
|
|
1,812 |
|
|
|
2,196 |
|
|
|
3,026 |
|
|
|
25,644 |
|
Accrued expenses or deduction of account receivables (BS)
as of March 31, |
|
|
508 |
|
|
|
577 |
|
|
|
957 |
|
|
|
8,110 |
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
For the year ended March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Cash discounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual payment for the year |
|
|
(3,682 |
) |
|
|
(4,311 |
) |
|
|
(5,061 |
) |
|
|
(42,890 |
) |
Income statement impact for the year |
|
|
3,684 |
|
|
|
4,371 |
|
|
|
5,315 |
|
|
|
45,042 |
|
Accrued expenses or deduction of account receivables (BS)
as of March 31, |
|
|
431 |
|
|
|
491 |
|
|
|
745 |
|
|
|
6,314 |
|
Inventory valuation and reserve
Inventories are valued at the lower of cost or market price, with cost determined based on the
average cost method. The valuation of inventory requires Makita to estimate obsolete or excess
inventory as well as inventory that is not of saleable quality. The determination of obsolete or
excess inventory requires Makita to estimate the future demand for products taking into
consideration such factors as macro and microeconomic conditions, competitive pressures,
technological obsolescence, changes in consumer buying habits and others. The estimates of future
demand that Makita uses in the valuation of inventory are the basis for revenue forecasts, which
are also consistent with short-term manufacturing plans. If demand forecast for specific products
is greater than actual demand and Makita fails to reduce manufacturing output accordingly, Makita
could be required to write down additional on-hand inventory, which would have a negative impact on
gross profit and, consequently, a potential material adverse impact on net income. However, sales
of previously written-down or written-off inventory is not significant to any of the periods
presented and Makita believes that the gross profit of the resulting sales of such inventory items
is similar to that realized on all of its sales for the respective periods presented. Accordingly,
the impact on Makitas consolidated gross profit margin by sales of previously written-down or
written-off inventory is not material. Makita usually sells or scraps remaining inventory items
within a few years after write off and/or write down.
Impairment Losses on Securities
Makita holds marketable securities and investment securities, which are accounted for in accordance
with SFAS No. 115. Makita believes that impairment on securities is critical because it holds
significant amounts of securities and any resulting impairment loss could have a material adverse
impact on net income. Makita uses significant judgment based on subjective as well as objective
factors in determining when an investment is other-than-temporarily impaired. Makita regularly
reviews available-for sale securities and held-to-maturity securities for possible impairment based
on criteria that include, but are not limited to, the extent to which cost exceeds market value,
the duration of a market decline, Makitas intent and ability to hold to recovery and the financial
health, specific prospects and creditworthiness of the issuer. Makita performs comprehensive market
research and analysis and monitors market conditions to identify potential impairments loss.
Allowance for Doubtful Receivables
Makita performs ongoing credit evaluations of its customers and adjusts credit limits based upon
payment history and the customers current creditworthiness, as determined by Makitas review of
their current credit information. Makita continuously monitors collections and payments from its
customers and maintains a provision for probable estimated credit losses based upon its historical
experience and any specific customer collection issues that Makita has identified. Such credit
losses have historically been within Makitas expectations and the provisions established. However,
Makita cannot guarantee that it will continue to experience the similar credit loss rates that it
has in the past. Changes in the underlying financial condition of its customers could result in a
material impact to Makitas consolidated results of operations and financial condition.
Impairment of Long-Lived Assets
Makita believes that impairment of long-lived assets is critical for its financial statements
because Makita has significant amounts of property, plant and equipment, the recoverability of
which could significantly affect its operating results and financial condition.
28
Makita performs an impairment review for long-lived assets held and used whenever events or changes
in circumstances indicate that the carrying value of the assets may not be recoverable. This review
is based upon Makitas projections of expected undiscounted future cash flows. Estimates of the
future cash flows are based on the historical trends adjusted to reflect the best estimate of
future operating conditions. Makita believes that its estimates are reasonable. However, different
assumptions regarding such cash flows could materially affect Makitas evaluations. Recoverability
of assets to be held and used is assessed by comparing the carrying amount of an asset or asset
group to the expected future undiscounted cash flows of the asset or group of assets. If an asset
or group of assets is considered to be impaired due to factors such as a significant decline in
market value of an asset, current period operating or cash flow losses and significant changes in
the manner of the use of an asset, the impairment charge to be recognized is measured as the amount
by which the carrying amount of the asset or group of assets exceeds fair value. Long-lived assets
meeting the criteria to be considered as held for sale, if any, are reported at the lower of their
carrying amount or fair value less costs to sell.
Fair value is determined based on recent transactions involving sales of similar assets or on
appraisals prepared internally or externally, or by discounting expected future cash flows, or by
using other valuation techniques. If actual market and operating conditions under which assets are
operated are less favorable than those projected by management, resulting in lower expected future
cash flows or a shorter expected future period to generate such cash flows, additional impairment
charges may be required. In addition, changes in estimates resulting in lower fair values due to
unanticipated changes in business or operating assumptions could adversely affect the valuations of
long-lived assets and in turn affect Makitas consolidated results of operations and financial
condition.
Accrued Retirement and Termination Benefits
Makita believes that pension accounting is critical for its financial statements because
assumptions used to estimate pension benefit obligations and pension expenses can have a
significant effect on its operating results and financial condition. Accrued retirement and
termination benefits are determined based on consideration of the levels of retirement and
termination liabilities and plan assets at the end of a given fiscal year. The levels of projected
benefit obligations and net periodic benefit cost are calculated based on various annuity actuarial
calculation assumptions. Principal assumptions include discount rates, expected return on plan
assets, assumed rates of increase in future compensation levels, mortality rates and some other
assumed rates. Discount rates employed by Makita are reflective of rates available on long-term,
high quality fixed-income debt instruments.
Discount rates are determined annually on the measurement date.
The expected long-term rate of return on plan assets is determined annually based on the
composition of the pension asset portfolios and the expected long-term rate of return on these
portfolios. The expected long-term rate of return on plan assets is designed to approximate the
long-term rate of return actually earned on the plan assets over time to ensure that funds are
available to meet the pension obligations that result from the services provided by employees.
A number of factors are used to determine the reasonableness of the expected long-term rate of
return, including actual historical returns on the asset classes of the plans portfolios and
independent projections of returns of the various asset classes.
Accordingly, these assumptions are evaluated annually and retirement and termination liabilities
are recalculated at the end of each fiscal year based on the latest assumptions. In accordance with
U.S.GAAP, actual results that differ from the assumptions are accumulated and amortized over the
average remaining service periods and therefore, generally affect Makitas results of operations in
such future periods.
29
Makita has a contributory retirement plan in Japan, which covers substantially all of the employees
of the Company.
The discount rate assumed to determine the pension obligation for the pension plan was 2.5% as of
March 31, 2007.
As of March 31, 2007, Makita allocated 54.9% and 31.2% of plan assets to equity securities and debt
securities, respectively. The value of these plan assets are influenced by fluctuations in world
securities market. Significant depreciation or appreciation will have corresponding impact on
future expenses.
The following table illustrates the sensitivity to changes in the discount rate and the expected
return on pension plan assets, while holding all other assumptions constant, for Makitas pension
plans as of March 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
Change in |
|
|
projected benefit |
|
pre-tax pension |
Change in assumption |
|
obligation |
|
expenses |
|
|
Yen (millions) |
|
50 basis point increase / decrease in discount rate |
|
|
-2,200 / +2,500 |
|
|
|
-5 / +4 |
|
50 basis point increase / decrease in expected return on assets |
|
|
|
|
|
|
-150 / +150 |
|
|
While Makita believes that the assumptions are appropriate, significant differences in its actual
experience or significant changes in its assumptions may materially affect Makitas accrued
retirement and termination benefits and future expenses.
Realizability of Deferred Income Tax Assets
Makita is required to estimate its income taxes in each of the jurisdictions in which Makita
operates. This process involves estimating Makitas current tax provision together with assessing
temporary differences resulting from differing treatment of items for income tax reporting and
financial accounting and reporting purposes. Such differences result in deferred income tax assets
and liabilities, which are included within Makitas consolidated balance sheets. Makita must then
assess the likelihood that Makitas deferred income tax assets will be recovered from future
taxable income and, to the extent Makita believes that recovery is not more likely than not, Makita
must establish a valuation allowance.
Significant management judgment is required in determining Makitas provision for income taxes,
deferred income tax assets and liabilities and any valuation allowance recorded against Makitas
gross deferred income tax assets. During FY 2006 and FY 2007 Makita reversed the valuation
allowance, which amounted to ¥6,228 million and ¥2,701 million, respectively. Makita has recorded a
valuation allowance of ¥318 million as of March 31, 2007 due to uncertainties about its ability to
utilize certain deferred income tax assets mainly for net operating loss carry forwards before they
expire. For the balance of deferred income taxes, although realization is not assured, management
believes, judging from an authorized business plan, it is more likely than not that all of the
deferred income tax assets, less the valuation allowance, will be realized. The amount of such net
deferred income tax assets that are considered realizable, however, could change in the near term
and any such change may have a material effect on Makitas consolidated results of operations and
financial position if estimates of future taxable income are different.
New
Accounting Standards
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal periods
beginning after December 15, 2006 and is required to be adopted by Makita, in the fiscal year
beginning April 1, 2007.
30
Makita is currently evaluating the effect that the adoption of FIN 48 will have on its consolidated
results of operations and financial condition but does not expect FIN 48 to have a material impact.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which provides a
definition of fair value measurements. SFAS No 157 is effective for fiscal periods beginning after
November 15, 2007 and is required to be adopted by Makita, in the fiscal year beginning April 1,
2008. Makita does not expect the adoption of SFAS No. 157 will have a material impact on its
consolidated results of operations and financial condition.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial LiabilitiesIncluding an amendment of FASB Statement No. 115, which permits an entity to
measure many financial assets and financial liabilities at fair value that are not currently
required to be measured at fair value. Entities that elect the fair value option will report
unrealized gains and losses in earnings. SFAS No 159 is effective for fiscal periods beginning
after November 15, 2007 and is required to be adopted by Makita, in the fiscal year beginning April
1, 2008. Makita is currently evaluating the effect that the adoption of SFAS No. 159 will have on
its consolidated results of operations and financial condition but does not expect SFAS No. 159 to
have a material impact.
B. Liquidity and capital resources
Makitas principal sources of liquidity are cash on hand, cash provided by operating activities and
borrowings within credit lines. As of March 31, 2007, Makita held cash and cash equivalents
amounting to ¥37,128 million and the Companys subsidiaries have credit lines up to ¥20,616
million, of which ¥1,816 million was used and ¥18,800 million was unused and available. As of March
31, 2007, Makita had ¥1,892 million in short-term borrowing, which included bank borrowings and the
current portion of capital lease obligations. Short-term borrowing was mainly used for daily
operations at overseas subsidiaries. The amount excluding current maturities of long-term
indebtedness was ¥1,816 million, increased by 10.9% (¥178 million) from FY 2006 due to the
expansion of overseas business activities. For further information regarding Makitas short-term
borrowings, including the average interest rates see Note 11 to the accompanying consolidated
financial statements.
As of March 31, 2007, Makitas total short-term borrowings and long-term indebtedness amounted to
¥1,945 million, representing an increase from ¥1,832 million reported for the previous fiscal
year-end. Makitas ratio of indebtedness to shareholders
equity declined by 0.1 points to 0.6%.
Makita expects to continue to incur additional debt from time to time as required to finance
working capital needs. Makita has no potentially significant refinancing requirements in fiscal
2007.
Makita has historically maintained a high level of liquid assets. Management estimates that the
cash and cash equivalents level of ¥37,128 million as of March 31, 2007, together with Makitas
available credit facilities, cash flow from operations and funds available from long-term and
short-term debt financing, will be sufficient to satisfy its future working capital needs, capital
expenditure, research and development and debt service requirements through fiscal 2008 and
thereafter.
Makita requires operating capital mainly to purchase materials required for production, to conduct
research and development, to respond to cash flow fluctuations related to changes in inventory
levels and to cover the payment cycle of receivables from wholesalers. Makita further requires
funds for capital expenditures, mainly to expand production facilities and purchase metal molds.
Makita also requires funds for financial expenditures, primarily to pay dividends and to repurchase
treasury stock. Maintaining the level of Makitas production and marketing activities requires
capital investments of approximately ¥7 billion annually. Please see Fiscal Year 2007 Capital
Expenditures below in this section for a description of
31
Makitas principal capital expenditures for fiscal 2007 and the main planned expenditures for
fiscal 2007. At the Regular General Meeting of Shareholders held in June 2007, the Companys
shareholders approved a cash dividend of ¥55 per share. The total cash dividend payments amount to
¥7,904 million, and were made in June 2007. On May 15, 2007, Makita acquired 10,279,375 shares of
Fuji Robin at a price of ¥260 per share for an aggregate purchase price of approximately ¥2.7
billion, bringing its total shareholding in Fuji Robin to 11,579,375 shares, or 89.35%. Makita
financed this amount from internal sources.
Makita believes it will continue to be able to access the capital markets on terms and for amounts
that will be satisfactory to it and as necessary to support the business and to engage in hedging
transactions on commercially acceptable terms.
Makita is rated at A+ by Standard & Poors at March 31, 2007.
Fiscal year 2007
Cash Flows
Cash flow provided by operating activities is primarily composed of cash received from customers,
and cash used in operating activities, principally payments by Makita for parts and materials,
selling, general and administrative expenses, and income taxes.
For FY 2007, cash received from customers increased by 22.1% to ¥273,535 million, as a result of an
increase in net sales.
This increase was within the range of the increase in all regions net sales, as there were no
significant changes in Makitas collection rates.
Cash used in operating activities increased by 21.2% to ¥241,175 million. This increase was caused
by greater purchases of parts and raw materials, increased production as well as the increase in
sales and administrative expenses, and the increase in income taxes paid.
As a result of these factors, net cash provided by operating activities increased by 29.1% (¥7,293
million) from ¥25,067 million in FY 2006 to ¥32,360 million in FY 2007.
In FY 2007, cash outflow for capital expenditures increased by ¥1,597 million to ¥12,980 million.
This increase was caused by the followings:
|
|
Rebuilding of Okazaki factory, |
|
|
|
Improvements to the Headquarter buildings, |
|
|
|
Construction of Makita Romania factory, |
|
|
|
Purchases of machine and equipment for Makita China factory, |
|
|
|
Purchases of metal molds used for new-production, and |
|
|
|
Payments of the outstanding acquisition costs (¥649 million) of Kanematsu-NNK Corp. |
|
|
|
To fund its investing activities, Makita realized proceeds of ¥18,611 million from sales and maturities of securities.
In FY 2007, net cash inflow from sales and maturities of securities decreased by ¥15,739 million from ¥34,350 million. |
The Company purchased available-for-sale securities and held-to-maturity securities with the money
left over used for financing activities and capital expenditures. Purchase of securities increased
by ¥6,049 million to ¥27,297 million this year from ¥21,248 million last year.
As a result, net cash outflow resulting from investing activities were ¥27,276 million in FY 2007
compared to net cash inflow of ¥7,655 million in FY 2006.
32
Cash used for the payment of dividends increased by ¥285 million from ¥7,907 million during
the previous fiscal year to ¥ 8,192 million in FY 2007. During FY 2006, Makita made aggregate
payments of ¥12,525 million related to outstanding debt amounting to ¥6,375 million in connection
with the civil rehabilitation proceedings of Joyama Kaihatsu, Ltd. and repayment of long-term
indebtedness amounting to ¥6,150 million of the financing subsidiary company. There were no such
payments in FY 2007.
As a result, net cash used in financing activities decreased by ¥11,241 million from ¥19,548
million in FY 2006 to ¥8,307 million this year.
As a result of these activities as well as the effect of exchange rate changes, Makitas cash and
cash equivalents as of March 31, 2007 amounted to ¥37,128 million, dropped by ¥1,926 million from
the end of fiscal 2006.
Capital Expenditures
Makita has continued to allocate sizable amounts of funds for capital expenditures, which it
believes is crucial for sustaining long-term growth. In light of the severity of the current market
competition, however, Makita has focused its capital investments on expanding its plant in China
and purchasing metal molds for new products to be manufactured, which required Makita to increase
the amount of its capital expenditures in FY 2007 compared to FY 2006. Total capital expenditures
amounted to ¥6,655 million, ¥11,383 million and ¥12,980 million for FY 2005, 2006 and 2007,
respectively.
Capital expenditures in FY 2007 were mainly for expansion and rebuilding of the Okazaki factory,
improvements to the Companys headquarter buildings, construction of the Romania factory, and for
the purchase of metal molds for new products, acquisition of production equipment in connection
with facilities, such as Chinese factories and Makita Romania S.R.L. Capital investments of the
Company amounted to approximately ¥7.3 billion, while overseas subsidiaries amounted to
approximately ¥5.7 billion. All of Makitas capital expenditures in FY 2007 were funded through
internal sources.
Under its investment plans for FY 2008, the Makita Group is scheduled to make capital investments
totaling ¥17.7 billion, 36% higher than for FY 2007. Of this total, the Company plans to make
direct investments of ¥10.8 billion and its consolidated subsidiaries will invest ¥6.9 billion.
In continuation from FY 2007, the Companys main capital investment plan is to rebuild the Okazaki
factory and some of its headquarters buildings. The main facilities investments by consolidated
subsidiaries include production facilities for Makita (China) Co., Ltd., and Makita Romania S.R.L,
and the purchase of metal molds for new products. These are all scheduled to be funded with
internal capital.
Fiscal year 2006
Cash Flows
Cash flow provided by operating activities is primarily composed of cash received from customers,
and cash used in operating activities, principally payments by Makita for parts and materials,
selling, general and administrative expenses, and income taxes.
For FY 2006, cash from cash received from customers increased by 16.3% to ¥224,064 million, as a
result of an increase in net sales.
This increase was within the range of the increase in net sales, as there were no significant
changes in Makitas collection rates.
Cash used in operating activities increased by 13.1% to ¥198,997 million. This increase was caused
by greater purchases of parts and raw materials, increased production as well as the increase in
sales and administrative expenses.
33
As a result of these factors, net cash provided by operating activities increased by 48.8% (¥8,225
million) from ¥16,842 million in FY2005 to ¥25,067 million in FY 2006.
In FY 2006, cash outflow for capital expenditure increased by ¥4,728 million to ¥11,383 million.
In addition, to strengthen its position in the automatic nailer business as a comprehensive
supplier of tools for professional use, Makita acquired the automatic nailer business of
Kanematsu-NNK Corp. as of January 1, 2006 for a total of ¥1,853 million. Of the ¥1,853 million
purchase price including related costs, the Company paid ¥1,204 million during FY 2006 and paid
¥649 million in April 2006.
The purchase of securities totaled ¥21,844 million during the previous fiscal year and ¥21,248
million during FY 2006.
To engage in investing and financing activities, Makita increased its cash by ¥40,864 million from
sales and maturities of securities in the amount of ¥34,350 million and the cancellation of a time
deposit in the amount of ¥6,514 million.
In FY 2006, net cash inflow from sales and maturities of securities increased by ¥6,168
million from ¥28,182 million.
As a result, net cash flow resulting from investing activities increased by ¥7,501 million from the
previous fiscal years ¥154 million to ¥7,655 million.
In FY 2006, following the confirmation of the civil rehabilitation plan for Joyama Kaihatsu, Ltd.,
the company paid ¥150 million towards ¥800 million in long-term indebtedness, and ¥6,375 million
towards ¥12,836 million in club members deposits. In addition, the Company also repaid ¥6,000
million long-term indebtedness of its subsidiary. Cash used in repayments of long-term indebtedness
and club members deposits totaled ¥12,525 million. This cash outflow was ¥674 million less than
the ¥13,199 million cash used in repayment in FY 2005, which included a total of ¥12,990 million for
redemption of convertible bonds and ¥209 million for repayment of club members deposits. On the
other hand, cash used in the payment of dividends increased by ¥4,454 million from ¥3,453 million
during the previous fiscal year to ¥7,907 million.
As a result, net cash used in financial activities increased by ¥3,371 million from ¥16,177 million
during previous fiscal year to ¥19,548 million.
As a result of these activities as well as the effect of exchange rate changes, Makitas cash and
cash equivalents as of March 31, 2006 amounted to ¥39,054 million, up ¥13,670 million from the end
of fiscal 2005.
Capital Expenditures
Makita focused its capital investments on expanding its plant in China and purchasing metal molds
for new products to be manufactured, which required Makita to increase the amount of its capital
expenditures in FY 2006 compared to FY 2005. Total capital expenditures amounted to ¥4,494 million,
¥6,655 million and ¥11,383 million for FY 2004, 2005 and 2006 respectively.
Capital expenditure in FY 2006 was mainly for expansion and remodeling to reinforce the earthquake
resistance of buildings at the main production factories in Japan, and for the purchase of
facilities such as Chinese factories. Capital investments of the Company amounted to approximately
¥6.4 billion, while the capital investments of overseas subsidiaries including manufacturing
subsidiaries amounted to approximately ¥5.0 billion. Capital expenditures for Makitas consolidated
subsidiaries consisted primarily of the purchase of metal molds for new products of Dolmar GmbH.
and the acquisition of production equipment by Makita (China) Co., Ltd. and Makita (Kunshan) Co.,
Ltd. All of Makitas capital expenditures in FY 2006 were funded through internal sources.
Under its investment plans for FY 2007, the Makita Group is scheduled to make capital investments
totaling ¥15.5 billion, 36% higher than for FY 2006. Of this total, the Company plans to make
direct investments of ¥9.9 billion and its consolidated subsidiaries will invest ¥5.6 billion.
34
In continuation from the FY 2006, Makitas main capital investment plan is to expand and renovate
buildings to strengthen earthquake resistance in some of the head office buildings and main
factories. The main facilities investments by consolidated subsidiaries include new factories in
Europe and production facilities for Makita (China) Co., Ltd., and Makita (Kunshan) Co., Ltd. These
are all scheduled to be funded with internal capital.
Financial Position
Total assets at the end of FY 2007 were ¥368,494 million, up 13.0% from the previous fiscal
year-end. Total current assets increased by 17% to ¥266,499 million, owing to such factors as an
increase of inventories and marketable securities.
Property, plant and equipment, at cost less accumulated depreciation, increased by 7.1%, to ¥63,380
million. Investments and other assets decreased by 1.2%, to ¥38,615 million.
Total current liabilities increased by 18.2%, to ¥54,316 million mainly due to increase in income
taxes payable, trade notes and accounts payable.
Long-term liabilities decreased by 21.0%, to ¥9,368 million, mainly due to a decrease in deferred
income tax liabilities incurred as a result of the decrease in unrealized gains on securities. The
current ratio was 4.9 times, slightly down compared with 5.0 at March 31, 2006. Shareholders
equity increased by 13.5%, to ¥302,675 million.
The main reasons for this increase are an increase in retained earnings, and accumulated other
comprehensive income of ¥12,697 million in FY 2007, which compares to ¥5,345 at March 31, 2006.
Fluctuations in the accumulated other comprehensive income (losses) are decrease in the unrealized
gains on available-for-sale securities as a result of the depreciation of the market value of the
Companys securities holding, decrease in minimum pension liability adjustment resulting from the
increase in actual return on plan assets of the defined benefit pension plan and the initial
application of FAS158, increase in foreign currency translation adjustments due to the decline of
yen against foreign currencies.
As a result, the shareholders equity ratio slightly rose to 82.1%, from 81.8% at the previous
fiscal year-end.
C. Research and development, patents and licenses, etc.
Approximately 500 of Makitas employees are engaged in research and development activities and
product design. Makita also employs approximately 100 trained personnel in production engineering,
and has developed a number of the machine tools currently used in its factories. The majority of
such personnel are engaged in research and development of mechanical innovations, and the rest are
engaged in the research and development of electric, electronic and other applications.
Makita places a high priority on R&D and believes that strong capability in R&D is crucial to its
continuing development of high-quality, reliable products that meet users needs. In FY 2007,
Makita allocated ¥5,460 million to R&D, approximately 2.0% of net sales. In FY 2006, Makita
allocated ¥4,826 million for R&D, up 8.5% from the ¥4,446 million allocated in FY 2005. The ratio
of R&D expenses to net sales was approximately 2.3% in FY 2005.
Makita is placing higher priority on designing power tools that are smaller and lighter, featuring
electronic controls, and that have internal power sources allowing a cordless operation. Additional
design priorities include developing units that feature low noise, low vibration, measures to
restrain dust emissions and new safety features. Still another priority is to design units
35
that can be recycled to address environmental concerns. In order to respond quickly to customers
needs, Makita is also placing an emphasis on shortening the time needed for new product
development. To strengthen initiatives that reduce costs, Makita focused development activities on
a more limited range of items and set objectives for developing models that use more standard
parts. New products developed in FY 2007 included straight type cordless impact driver,
high-pressure air nailer and other products.
Makita developed a battery recharging system that employs digital communication functions to
provide information on the state of a batterys charge. Through the use of this new system, the
total volume of work can be increased substantially by enabling batteries to be used up to their
capacity. In addition, Makita adopted lithium ion batteries, which doubles the total volume of work
in comparison with Makitas batteries that must be inserted. Makita also developed an original
battery checker system using the previously mentioned digital communication functions. Using this
system, customers can check on the state of charge of their batteries and Makita can provide
customers with information on how to make their batteries last longer.
On January 1, 2006, the company acquired the Kanematsu-NNK Corporations automatic nailer business
to reinforce the air tools business department. Due to this transfer of business, various air tools
with superior quality are being developed. Therefore, the company managed to provide high-pressure
air tools in a short period of time within Japan in FY 2007.
D. Trend information
With regard to the outlook for the future, Makita anticipates a continued adjustment in the housing
market in the United States, and some slowing of the economy there. Makita also believes that the
environment for businesses remains opaque, largely owing to the vagaries of the market price for
crude oil and for industrial raw materials, as well as the possibility of exchange rate shifts.
Given this outlook, Makita intends to further improve its business performance by increasing market
share, starting with the professional-use power tools market and including the pneumatic tools and
garden tools markets. On March 20, 2007, Makita announced a tender offer for shares of Fuji Robin
Industries Ltd. for the purpose of making Fuji Robin a wholly-owned subsidiary. The offer was
declared open on May 7, 2007. The intention in doing this was to move forward as a comprehensive
supplier of professional tools, by strengthening Makitas position in gardening tools including
engine type. Makita will further improve its global sales and service arrangements as well as continue the
development of high value-added products.
In forecasting performance for the year ending March 31, 2008, Makita have assumed the
following:
|
|
Competition between companies in the European market will increase even though the market
environment will continue to be steady. |
|
|
|
There will be a slowdown in demand in the Eastern Europe and Russian markets in reaction to
stronger growth resulting from the warm winter a year earlier. |
|
|
|
In the United States, competition will be heightened between mass-market retailers, which
have increased their share of sales. |
|
|
|
Competition will intensify primarily in the Asian markets since Chinese power tools
manufacturers will work to expand their positions. |
|
|
|
In emerging markets such as those of Latin America, demand will grow. |
|
|
|
In industrially advanced nations, demand is expected to be firm for high value-added products. |
36
E. Off-balance sheet arrangements
Makita did not have any off-balance sheet arrangements as of March 31, 2007 except for certain
liability for trade notes receivable discounted with bank and operating leases entered into in the
ordinary course of business. See Note 15 to the accompanying consolidated financial statements.
F. Tabular disclosure of contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
|
|
|
|
Expected payment date, year ending March 31, |
|
|
|
Total |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
Thereafter |
|
Capital lease |
|
|
129 |
|
|
|
76 |
|
|
|
32 |
|
|
|
17 |
|
|
|
3 |
|
|
|
1 |
|
|
|
|
|
Interest expenses
on Capital lease |
|
|
12 |
|
|
|
5 |
|
|
|
4 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease |
|
|
2,003 |
|
|
|
603 |
|
|
|
468 |
|
|
|
294 |
|
|
|
203 |
|
|
|
138 |
|
|
|
297 |
|
Contributions to
defined benefit
plan |
|
|
3,173 |
|
|
|
3,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
financial
instruments |
|
|
19,603 |
|
|
|
19,603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Obligation |
|
|
12,383 |
|
|
|
12,047 |
|
|
|
336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
37,303 |
|
|
¥ |
35,507 |
|
|
¥ |
840 |
|
|
¥ |
314 |
|
|
¥ |
206 |
|
|
¥ |
139 |
|
|
¥ |
297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars (thousands) |
|
|
|
|
|
|
|
Expected payment date, year ending March 31, |
|
|
|
Total |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
Thereafter |
|
Capital lease |
|
|
1,093 |
|
|
|
644 |
|
|
|
271 |
|
|
|
144 |
|
|
|
26 |
|
|
|
8 |
|
|
|
|
|
Interest expenses
on Capital lease |
|
|
102 |
|
|
|
43 |
|
|
|
34 |
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease |
|
|
16,975 |
|
|
|
5,111 |
|
|
|
3,966 |
|
|
|
2,492 |
|
|
|
1,720 |
|
|
|
1,169 |
|
|
|
2,517 |
|
Contributions to
defined benefit
plan |
|
|
26,890 |
|
|
|
26,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
financial
instruments |
|
|
166,127 |
|
|
|
166,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Obligation |
|
|
104,941 |
|
|
|
102,094 |
|
|
|
2,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
316,128 |
|
|
$ |
300,909 |
|
|
$ |
7,118 |
|
|
$ |
2,661 |
|
|
$ |
1,746 |
|
|
$ |
1,177 |
|
|
$ |
2,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Calculation of contributions to defined benefit plan after 2008 is not practicable.
G. Safe harbor
All information that is not historical in nature disclosed under Item 5. Operating and Financial Review and Prospects - Trend
Information and - Tabular Disclosure of Contractual Obligations is deemed to be a forward-looking statement. See Cautionary
Statement with Respect to Forward-Looking Statements for additional information.
Item 6. Directors, Senior Management and Employees
A. Directors and senior management
The Directors and Statutory Auditors of the Company as of June 27, 2007 are as follows:
Masahiko Goto
Current Position: President, Representative Director since May 1989
Date of Birth: November 16, 1946
Director since: May 1984
37
Masami Tsuruta
Current Position: Managing Director, in charge of Domestic Business since June 2007
Date of Birth: December 26, 1942
Director since: June 1995
Business Experience:
June 1995: Director, Assistant General Manager of Domestic Sales Headquarters
June 1997: Director, General Manager of Domestic Sales Marketing Headquarters
June 2003: Managing Director, General Manager of Domestic Sales Marketing Headquarters
Yasuhiko Kanzaki
Current Position: Managing Director, General Manager of International Sales Headquarters (Europe Area) since
June 2007 Date of Birth: July 9, 1946
Director since: June 1999
Business Experience:
April 1995: Director of Makita International Europe Ltd.
June 1999: Director, Assistant General Manager of International Sales Headquarters 1
June 2003: Director, General Manager of International Sales Headquarters (Europe Area)
Kenichiro Nakai
Current Position: Director, General Manager of Administration Headquarters since June 2001
Date of Birth: November 17, 1946
Director since: June 2001
Business Experience:
October 2000: Assistant General Manager of Production Headquarters
April 2001: General Manager of Personnel Department
Tadayoshi Torii
Current Position: Director, General Manager of Production Headquarters since June 2003
Date of Birth: December 10, 1946
Director since: June 2001
Business Experience:
October 1998: General Manager of Production Department
June 2001: Director, General Manager of Quality Control Headquarters
Tomoyasu Kato
Current Position: Director, General Manager of Research and Development Headquarters since June 2001
Date of Birth: March 25, 1948
Director since: June 2001
Business Experience:
March 1999: General Manager of Technical Administration Department
Kazuya Nakamura
Current Position: Director, General Manager of International Sales Headquarters (Asia and Oceania Area) since June 2003
Date of Birth: April 13, 1948
Director since: June 2001
38
Business Experience:
October 2000: General Manager of Asia and Oceania Sales Department
June 2001: Director, General Manager of International Sales Headquarters 2
Shiro Hori
Current Position: Director, General Manager of Overseas Sales Headquarters (America Area and International Administration) since June 2003
Date of Birth: February 24, 1948
Director since: June 2003
Business Experience:
April 1997: Assistant General Manager of Europe Sales Department
March 1999: General Manager of Europe Sales Department
Tadashi Asanuma
Current Position: Director, General Manager of Domestic Sales Marketing Headquarters (Tokyo Sales Department) since June 2007
Date of Birth: January 4, 1949
Director since: June 2003
Business Experience:
April 1995: Manager of Saitama Branch Office
April 2001: General Manager of Osaka Sales Department
June 2003: Director, Assistant General Manager of Domestic Sales Marketing Headquarters
Hisayoshi Niwa
Current Position: Director, General Manager of Quality Control Headquarters since June 2003
Date of Birth: February 24, 1949
Director since: June 2003
Business Experience:
April 1995: Assistant General Manager of Production Control Department
October 1999: General Manager of Production Control Department
Zenji Mashiko
Current Position: Director, General Manager of Domestic Sales Marketing Headquarters (Nagoya Sales Department ) since June 2007
Date of Birth: May 28, 1949
Director since: June 2003
Business Experience:
April 1995: Manager of Tokyo Branch Office
June 2003: Director, Assistant General Manager of Domestic Sales Marketing Headquarters
Toshio Hyuga
Current Position: Director, General Manager of Domestic Sales Marketing Headquarters (Osaka Sales Department ) since June 2007
Date of Birth: March 14, 1948
Director since: June 2007
Business Experience:
39
April 1992: Manager of Takamatsu Branch Office
October 1997: Manager of Osaka Branch Office
Shinichiro Tomita
Current Position: Director, Assistant General Manager of Production Headquarters (China Plant) since June 2007
Date of Birth: January 11, 1951
Director since: June 2007
Business Experience:
October 2001: Manager of Production Engineering Department
September 2003: Transfer to Makita (China) Corporation
Tetsuhisa Kaneko
Current Position: Director, General Manager of Purchasing Headquarters since June 2007
Date of Birth: April 6, 1956
Director since: June 2007
Business Experience:
April 2004: Manager of Technical Research Department
August 2005: Manager of 2nd Production Department
October 2006: Manager of 1st Production Department
Motohiko Yokoyama
Current Position: Outside Director, since June 2005
Date of Birth: May 13, 1944
Director since: June 2005
Business Experience:
June 2004: President and Representative Director of Toyoda Machine Works, Ltd.
January 2006: Vice President and Representative Director of JTEKT Corporation, which is the entity created by the merger of Toyoda Machine Works, Ltd. with Koyo Seiko Co., Ltd.
June 2007: President and Representative Director of JTEKT Corporation
Akio Kondo
Current Position: Standing Statutory Auditor since June 2004
Date of Birth: February 3, 1946
Statutory Auditor since: June 2004
Business Experience:
October 1995: General Manager of Accounting & Finance Department
Hiromichi Murase
Current Position: Standing Statutory Auditor since June 2004
Date of Birth: April 5, 1946
Statutory Auditor since: June 2004
Business Experience:
June 1998: General Manager of General Affairs Department
Shoichi Hase
Current Position: Outside Statutory Auditor since June 2001
40
(Patent attorney, Hase International Patent office)
Date of Birth: March 30, 1934
Statutory Auditor since: June 2001
April 1967: Established Hase Patent Attorney Office
Masafumi Nakamura
Current Position: Outside Statutory Auditor since June 2007
Date of Birth: September 17, 1942
Statutory Auditor since: June 2007
April 2001: represent of Deloitte Touche Tohmatsu
January 2002: Started Masafumi NakamuraAccountancy Firm, Representative
The term of each director listed above expires in June 2009. The terms of Mr. Akio Kondo and Mr.
Hiromichi Murase as Standing Statutory Auditors and Mr. Shoichi Hase as Outside Statutory Auditor
expire in June 2008. The term of Mr. Masafumi Nakamura as Outside Statutory Auditor expires in
June 2011.
There are no family relationships between any of the individuals named above. There is no
arrangement or understanding with major shareholders, customers, suppliers, or others pursuant to
which any person named above was selected as a Director or a Statutory Auditor.
B. Compensation
The aggregate amount of remuneration, including bonuses but excluding retirement allowances, paid
by the Company during the fiscal year ended March 31, 2007 to all Directors and Statutory Auditors,
who served during the fiscal year ended March 31, 2007, totaled ¥ 249 million. Remuneration paid by
the Company during the fiscal year ended March 31, 2006 to all Directors and Statutory Auditors,
who served during the fiscal year ended March 31, 2006, totaled ¥ 163 million. Some of the fringe
benefits provided by the Company to its employees in Japan, such as medical and dental service
insurance and welfare pension insurance are also made available to Directors and Standing Statutory
Auditors.
The Company had an unfunded retirement and termination allowances program for Directors and
Statutory Auditors. Under such program, the aggregate amount set aside as retirement allowances for
Directors and Statutory Auditors was ¥490 million as of March 31, 2006 and was increased to ¥501
million as of March 31, 2007. However, this Executive retirement and termination allowances program
was abolished as of the Annual General Meeting of Shareholders held on June 29, 2006, because the
program featured minimal correlation with the Companys business results while presenting strong seniority-based
elements. With regard to retirement and termination allowances accrued through that day, the
retirement allowance will be paid to eligible executives upon their retirement.
Beginning in July 2006, the Company introduced a new remuneration program which links the
Directors compensation to Makitas stock prices. Under this remuneration program, a portion or all
of the directors monthly compensation representing their retirement allowance will be contributed
to the Executive Stock Ownership Plan, which in turn will acquire the Companys stock. The acquired
stock will be retained for a duration of the Directors tenure. The purpose of this system is to
effectively link a portion of the Directors remuneration to the stock price, and thereby provide
further transparency of directors managerial responsibility with respect to improving the Companys value.
41
C. Board practices
Under the Company Law, the Company has elected to structure its corporate governance system as a
company with a Board of Statutory Auditors as set out below.
The Companys Articles of Incorporation provide for 15 or fewer Directors and five or fewer
Statutory Auditors. All Directors and Statutory Auditors are elected at general meetings of
shareholders. In general, the term of offices of Directors expires at the conclusion of the
ordinary general meeting of shareholders held with respect to the last business year ending within
two years from their election, and in the case of Statutory Auditors, within four years from their
election; however, Directors and Statutory Auditors may serve any number of consecutive terms. With
respect to each expiration date of the term of offices of current Directors and Statutory Auditors,
see A. Directors and senior management of Item 6.A.
The Directors constitute the Board of Directors, which has the ultimate responsibility for
administration of the affairs of the Company. The Board of Directors may elect from among its
members a Chairman and Director, one or more Vice Chairmen and Directors, a President and Director,
one or more Executive Vice Presidents and Directors, Senior Managing Directors and Managing
Directors. From among the Directors referred to above, the Board of Directors elects one or more
Representative Directors. Each Representative Director has the authority to individually represent
the Company in the conduct of the affairs of the Company.
The Statutory Auditors of the Company are not required to be and are not certified public
accountants. However, at least half of the Statutory Auditors are required to be persons who have
never been in the past a director, accounting counselor, corporate executive officer, general
manager or any other employee of the Company or any of its subsidiaries. The Statutory Auditors may
not, while acting as such, be a director, accounting counselor, corporate executive officer,
general manager or any other employee of the Company or any of its subsidiaries. Each Statutory
Auditor has the statutory duty to supervise the administration by the Directors of the Companys
affairs and also to examine the Companys annual consolidated and non-consolidated financial
statements and business report proposed to be submitted by a Representative Director at the general
meeting of shareholders and, based on such examination and a report of an Accounting Auditor
referred to below, to individually prepare their audit reports. They are required to attend
meetings of the Board of Directors but are not entitled to vote. In addition to Statutory Auditors,
independent certified public accountants or an audit corporation must be appointed by a general
meeting of shareholders as Accounting Auditors. Such Accounting Auditors have, as their primary
statutory duties, a duty to examine the Companys annual consolidated and non-consolidated
financial statements proposed to be submitted by a Representative Director to general meetings of
shareholders and to report their opinion thereon to certain Statutory Auditors designated by the
Board of Statutory Auditors to receive such report (if such Statutory Auditors are not designated,
all Statutory Auditors) and the Directors designated to receive such report (if such Directors are
not designated, the Directors who prepared the financial statements). The Statutory Auditors
constitute the Board of Statutory Auditors. The Board of Statutory Auditors has a statutory duty
to, based upon the reports prepared by respective Statutory Auditors, prepare its audit report and
Statutory Auditors designated by the Board of Statutory Auditors to submit such report (if such
Statutory Auditors are not designated, all Statutory Auditors) submit such report to the Accounting
Auditors and Directors designated to receive such report (if such Directors are not designated, the
Directors who prepared the financial statements and the business report). A Statutory Auditor may
note his or her opinion in the audit report of the Board of Statutory Auditors if his or her
opinion expressed in his or her audit report is different from the opinion expressed in the audit
report of the Board of Statutory Auditors. The Board of Statutory Auditors shall elect one or more
full-time Statutory Auditors from among its members. The Board of Statutory Auditors is empowered
to establish audit principles, the method of examination by Statutory Auditors of
the Companys affairs and financial position, and other matters concerning the performance of the
Statutory Auditors duties. For names of the Statutory Auditors that constitute the current Board
of Statutory Auditors, see Item 6. A. There are no
42
contractual arrangements providing for benefits
to Directors upon termination of service. Also see B. Memorandum and articles of association -
Directors in Item 10.
Exemptions from certain NASDAQ Corporate Governance Rules
Pursuant to exemptions granted by the National Association of Securities Dealers Automated
Quotations (the NASDAQ), the Company is permitted to follow certain corporate governance
practices complying with Japanese laws, regulations, stock exchange rules, or generally accepted
business practices in lieu of the NASDAQ rules on corporate governance (the NASDAQ Rules). Set
forth below are the corporate governance exemptions the Company currently receives from NASDAQ.
1. Directors. The Company is exempt from the NASDAQ requirement relating to directors that
currently requires the Companys Board of Directors to be comprised of a majority of independent
directors. Unlike the NASDAQ Rules, the Company Law of Japan and related legislation do not require
Japanese companies with boards of statutory auditors such as the Company to have any independent
directors on its board of directors.
2. Audit Committee. The Company is relying on paragraph (c)(3) of Rule 10A-3 of the Securities
Exchange Act of 1934, as amended, which provides a general exemption from the audit committee
requirements to a foreign private issuer with a board of statutory auditors, subject to certain
requirements which continue to be applicable under Rule 10A-3. The Company is exempt from the
NASDAQ requirement relating to audit committees that currently requires the Company to have, and
certify that it has and will continue to have, an audit committee of at least three members, each
of whom must be independent. Unlike the NASDAQ Rules, under the Company Law, at least half of the
statutory auditors are required to be persons who have not been a director, accounting counselor,
corporate executive officer, general manager or any other employee of the Company or any of its
subsidiaries at any time prior to such statutory auditors election. Statutory auditors may not at
the same time be a director, accounting counselor, corporate executive officer, general manager, or
any other employee of the Company or any of its subsidiaries.
3. Meetings of Ordinary Shareholders. The Company is exempt from the quorum requirement of the
NASDAQ, which currently requires each issuer to provide for a quorum as specified in its by-laws
for any meeting of the holders of common stock, which shall in no case be less than 33 1/3 percent
of the outstanding shares of a companys common voting stock. In keeping with the Company Law and
generally accepted business practices in Japan, the Companys Articles of Incorporation provide
that except as otherwise provided by law or by the Articles of Incorporation, a resolution can be
adopted at a general meeting of shareholders by a majority of the total number of voting rights of
all the shareholders represented at the meeting. The Company Law and the Companys Articles of
Incorporation provide, however, that the quorum for the election of Directors and Statutory
Auditors shall not be less than one-third of the total number of voting rights of all the
shareholders. The Company Law and the Companys Articles of Incorporation also provide that the
quorum shall be one-third of the total number of voting rights of all the shareholders, and the
approval by at least two-thirds of the voting rights of all the shareholders represented at the
meeting is required in order to amend the Companys Articles of Incorporation and in certain other
instances, including:
(1) |
|
acquisition of its own shares from specific persons other than its subsidiaries; |
|
(2) |
|
consolidation of shares; |
|
(3) |
|
any offering of new shares or existing shares held by the Company as treasury stock at a specially favorable
price (or any offering of stock acquisition rights, or bonds with stock acquisition rights at specially
favorable conditions) to any persons other than shareholders; |
|
(4) |
|
the removal of a Statutory Auditor; |
|
(5) |
|
the exemption of liability of a Director, Statutory Auditor or Accounting Auditor with certain exceptions; |
|
(6) |
|
a reduction of stated capital with certain exceptions in which a special shareholders resolution is not required; |
|
(7) |
|
a distribution of surplus in kind other than dividends which meets certain requirements;
|
43
(8) |
|
dissolution, merger, consolidation or corporate split with certain exceptions in which a shareholders resolution
is not required; |
|
(9) |
|
the transfer of the whole or a material part of the business with certain exceptions in which a shareholders
resolution is not required; |
|
(10) |
|
the taking over of the whole of the business of any other corporation with certain exceptions in which a
shareholders resolution is not required; or |
|
(11) |
|
share exchange or share transfer for the purpose of establishing 100 percent parent-subsidiary relationships with
certain exceptions in which a shareholders resolution is not required. |
D. Employees
The following table sets forth information about number of employees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Categorized by Geographic Areas |
|
|
|
|
|
|
|
|
|
|
|
|
Japan |
|
|
2,996 |
|
|
|
3,038 |
|
|
|
3,007 |
|
Overseas |
|
|
5,564 |
|
|
|
5,591 |
|
|
|
6,055 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8,560 |
|
|
|
8,629 |
|
|
|
9,062 |
|
|
|
|
|
|
|
|
|
|
|
During the fiscal year ended March 31, 2007, the Company hired on average approximately 1,600
temporary employees in China, and approximately 280 temporary employees in Japan who were not
entitled to retirement or certain other fringe benefits which regular full-time employees receive.
The Company has a labor contract with the Makita Workers Union covering wages and conditions of
employment. All full-time employees of the Company in Japan, except management and certain other
employees, must be union members. The Makita Union is affiliated with the Japanese Electrical
Electronic & Information Union. The Company has not been materially affected by any work stoppages
or difficulties in connection with labor negotiations in the past.
The Companys employees are members of the labor union formed on September 13, 1947 that comprises,
starting February 9, 1989, the Japanese Electrical Electronic & Information Union. As of March 31,
2007, there are 2,712 members of the labor union and Makita considers its relationship with the
labor union to be good.
E. Share ownership
The total number of shares of the Companys Common Stock owned by the Directors and Statutory
Auditors as a group as of March 31, 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity of |
|
Number of |
|
Percentage of |
|
|
Person or Group |
|
Shares Owned |
|
voting right |
|
|
Directors and Statutory Auditors |
|
|
2,121,016 |
|
|
|
1.47 % |
|
The following table lists the number of shares owned by the Directors and Statutory Auditors of the
Company as of March 31, 2007.
|
|
|
|
|
|
|
|
|
Name |
|
Position |
|
Number of shares |
Masahiko Goto |
|
President, Representative Director |
|
|
1,975,543 |
|
Masami Tsuruta |
|
Managing Director |
|
|
16,722 |
|
Yasuhiko Kanzaki |
|
Director |
|
|
11,869 |
|
44
|
|
|
|
|
|
|
|
|
Name |
|
Position |
|
Number of shares |
Kenichiro Nakai |
|
Director |
|
|
12,200 |
|
Tadayoshi Torii |
|
Director |
|
|
13,300 |
|
Tomoyasu Kato |
|
Director |
|
|
12,472 |
|
Kazuya Nakamura |
|
Director |
|
|
7,800 |
|
Masahiro Yamaguchi |
|
Director |
|
|
6,300 |
|
Shiro Hori |
|
Director |
|
|
9,100 |
|
Tadashi Asanuma |
|
Director |
|
|
5,300 |
|
Hisayoshi Niwa |
|
Director |
|
|
6,500 |
|
Zenji Mashiko |
|
Director |
|
|
6,300 |
|
Akio Kondo |
|
Standing Statutory Auditor |
|
|
6,600 |
|
Hiromichi Murase |
|
Standing Statutory Auditor |
|
|
4,810 |
|
Keiichi Usui |
|
Outside Statutory Auditor |
|
|
8,100 |
|
Shoichi Hase |
|
Outside Statutory Auditor |
|
|
18,100 |
|
The shareholders listed above do not have voting rights that are different from other shareholders
of the Company.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
Except for Masahiko Goto holding 1.37% of the Companys outstanding common stock as of March 31,
2007, none of the Companys Directors and Statutory Auditors owns more than one percent of the
Companys Common Stock. Beneficial ownership of the Companys common stock in the table below was
prepared from publicly available records of the filings made by the Companys shareholders
regarding their ownership of the Companys common stock under the Securities and Exchange Law of
Japan.
Under the Securities and Exchange Law of Japan, any person who becomes beneficially, solely or
jointly, a holder, including, but not limited to, a deemed holder who manages shares for another
holder pursuant to a discretionary investment agreement, of more than 5% of the shares with voting
rights of a company listed on a Japanese stock exchange (including ADSs representing such shares),
must file a report concerning the shareholding with the Director of the relevant local finance
bureau. A similar report must be filed, with certain exceptions, if the percentage of shares held
by a holder, solely or jointly, of more than 5% of the total issued shares of a company increases
or decreases by 1% or more, or if any change to a material matter set forth in any previously filed
reports occurs.
Based on publicly available information, the following table sets forth the beneficial ownership of
holders of more than 5% of the Companys common stock as of March 31,2007, indicated in the reports
described below.
|
|
|
|
|
|
|
|
|
Name of Beneficial Owner |
|
Number of Shares |
|
Percentage |
Japan Trustee Services
Bank, Ltd. (Trust
account) |
|
|
11,275,300 |
|
|
|
7.85% |
|
45
Based on information made publicly available on or after April 1, 2003, the following table
describes transactions resulting in a 1% or more change in the percentage ownership held by major
beneficial owners of the Companys common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Owned |
|
|
|
|
|
Number of |
|
Shares Owned |
|
|
|
|
Date of |
|
Prior to |
|
|
|
|
|
Shares |
|
After the |
|
|
Name of Shareholder |
|
Transaction |
|
Transaction |
|
Percentage |
|
Changed |
|
Transaction |
|
Percentage |
Nippon Life Insurance Company |
|
April 30, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,601,503 |
|
|
|
5.14 |
% |
Barclays Global Investors, N.A. |
|
June 30, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,855,003 |
|
|
|
5.31 |
% |
Silchester International
Investors Limited |
|
September 29, 2004 |
|
|
9,267,000 |
|
|
|
6.06 |
% |
|
|
1,212,000 |
|
|
|
10,479,000 |
|
|
|
7.08 |
% |
Goldman Sachs International |
|
September 30, 2004 |
|
|
6,332,900 |
|
|
|
4.14 |
% |
|
|
2,567,079 |
|
|
|
8,899,979 |
|
|
|
6.01 |
% |
Barclays Global Investors, N.A. |
|
December 31, 2004 |
|
|
7,855,003 |
|
|
|
5.31 |
% |
|
|
(293,559 |
) |
|
|
7,561,444 |
|
|
|
5.11 |
% |
Nippon Life Insurance Company |
|
January 31, 2005 |
|
|
7,601,503 |
|
|
|
5.14 |
% |
|
|
(3,503,000 |
) |
|
|
4,098,503 |
|
|
|
2.77 |
% |
Silchester International
Investors Limited |
|
February 15, 2005 |
|
|
10,479,000 |
|
|
|
7.08 |
% |
|
|
(1,520,000 |
) |
|
|
8,959,000 |
|
|
|
6.05 |
% |
Barclays Global Investors, N.A. |
|
March 31, 2005 |
|
|
7,561,444 |
|
|
|
5.11 |
% |
|
|
222,000 |
|
|
|
7,783,444 |
|
|
|
5.26 |
% |
Barclays Global Investors, N.A. |
|
June 30, 2005 |
|
|
7,783,444 |
|
|
|
5.26 |
% |
|
|
(2,915,000 |
) |
|
|
4,868,444 |
|
|
|
3.29 |
% |
Silchester International
Investors Limited |
|
September 23, 2005 |
|
|
8,959,000 |
|
|
|
6.05 |
% |
|
|
(1,017,000 |
) |
|
|
7,942,000 |
|
|
|
5.37 |
% |
Goldman Sachs International |
|
September 30, 2005 |
|
|
8,899,979 |
|
|
|
6.01 |
% |
|
|
1,591,162 |
|
|
|
10,491,141 |
|
|
|
7.08 |
% |
Mitsubishi UFJ Financial Group |
|
October 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,164,923 |
|
|
|
5.52 |
% |
Goldman Sachs International |
|
November 30, 2005 |
|
|
10,491,141 |
|
|
|
7.08 |
% |
|
|
(3,909,960 |
) |
|
|
6,581,181 |
|
|
|
4.45 |
% |
Silchester International
Investors Limited |
|
January 6, 2006 |
|
|
7,942,000 |
|
|
|
5.37 |
% |
|
|
(588,400 |
) |
|
|
7,353,600 |
|
|
|
4.97 |
% |
Mitsubishi UFJ Financial Group |
|
January 31, 2006 |
|
|
8,164,923 |
|
|
|
5.52 |
% |
|
|
857,200 |
|
|
|
9,022,123 |
|
|
|
6.10 |
% |
Barclays Global Investors, N.A. |
|
March 31, 2006 |
|
|
4,868,444 |
|
|
|
3.38 |
% |
|
|
4,161,108 |
|
|
|
9,029,552 |
|
|
|
6.27 |
% |
Mitsubishi UFJ Financial Group |
|
April 30, 2006 |
|
|
9,022,123 |
|
|
|
6.26 |
% |
|
|
1,556,200 |
|
|
|
10,578,323 |
|
|
|
7.35 |
% |
Barclays Global Investors, N.A. |
|
June 30, 2006 |
|
|
9,029,552 |
|
|
|
6.27 |
% |
|
|
(905,026 |
) |
|
|
8,124,526 |
|
|
|
5.64 |
% |
Mitsubishi UFJ Financial Group |
|
July 31, 2006 |
|
|
10,578,323 |
|
|
|
7.35 |
% |
|
|
(625,100 |
) |
|
|
9,953,223 |
|
|
|
6.91 |
% |
Barclays Global Investors, N.A. |
|
September 30, 2006 |
|
|
8,124,526 |
|
|
|
5.64 |
% |
|
|
(2,089,460 |
) |
|
|
6,035,066 |
|
|
|
4.19 |
% |
Nomura Asset Management |
|
January 15, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,528,400 |
|
|
|
5.23 |
% |
Mitsubishi UFJ Financial Group |
|
January 22, 2007 |
|
|
9,953,223 |
|
|
|
6.91 |
% |
|
|
(1,408,800 |
) |
|
|
8,544,423 |
|
|
|
5.93 |
% |
As of March 31, 2007 the Company had 143,701,279, outstanding shares of common stock, excluding
307,481 shares of Treasury Stock. According to the Bank of New York, depositary for the Companys
ADSs, as of March 31, 2007, 2,485,634 shares of the Companys common stock were held in the form of
ADRs and there were 48 ADR holders of record in the United States. According to the Companys
register of shareholders and register of beneficial owners as of March 31, 2007, there were 10,619
holders of common stock of record worldwide and the number of record holders in the United States
was 84.
The major shareholders do not have voting rights that are different to the other shareholders of
the Company.
As far as is known to the Company, there is no arrangement, the operation of which may at a
subsequent date result in a change in control of the Company.
To the knowledge of the Company, it is not directly or indirectly owned or controlled by any other
corporation or by the Japanese or any foreign government.
46
B. Related party transactions
On March 20, 2007, Makita announced that it would, through a tender offer and a series of
subsequent procedures, acquire all of the issued and outstanding shares of Fuji Robin. Prior to
the announcement of the tender offer, Makita owned 10.03% of the outstanding shares of Fuji Robin.
By the close of the tender offer on May 7, 2007, Makita had acquired 10,279,375 additional shares
of Fuji Robin at a price of ¥260 per share for an aggregate purchase price of approximately ¥2.7
billion, bringing its total shareholding in Fuji Robin to 11,579,375 shares, or 89.35%. On May 25,
2007, Makita entered into a share exchange agreement with Fuji Robin to acquire all of the
remaining shares of Fuji Robin effective August 1, 2007. Under the terms of the share exchange
agreement, Makita issued 0.059 shares of its common stock in return for each remaining Fuji
Robin share. A total of 81,456 Makita shares held by Makita as treasury stock was
delivered in connection with the share exchange. Makita sells and purchases products, materials,
supplies and services to and from affiliated companies in the ordinary course of business.
No Director or Statutory Auditor has been indebted to the Company or any of its subsidiaries at any
time during the latest three fiscal years. Neither the Company nor any of its subsidiaries expects
to make any loans to Directors or Statutory Auditors in the future.
See Note 19 to the consolidated financial statements.
C. Interest of experts and counsel
Not applicable
Item 8. Financial Information
A. Consolidated Financial statements and other financial information
1-3. Consolidated Financial Statements.
Makitas audited consolidated financial statements are included under Item 18 Financial
Statements. Except for Makitas consolidated financial statements included under Item 18, no other
information included in this annual report has been audited by Makitas Independent Registered
Public Accounting Firm.
4. Not applicable.
5. Not applicable.
6. Export Sales.
See Information on the Company Business Overview Principal Markets, Distribution and
After-Sale Services.
7. Legal or arbitration proceedings
There are no material pending legal or arbitration proceedings to which Makita is a party and which
may have, or have had in the recent past, significant effects on Makitas financial position or
profitability.
8. Dividend Policy
Makitas basic policy on the distribution of profits is to maintain a dividend payout ratio of 30%
or greater, with a lower limit on annual cash dividends of 18 yen per share. However, in the event
special circumstances arise, computation of the amount of dividends will be based on consolidated
net income after certain adjustments. In addition, Makita aims to implement a flexible capital
policy, augment the efficiency of its capital employment, and thereby boost shareholder profit.
Makita
47
continues to consider repurchases of its outstanding shares in light of trends in stock prices. The
Company intends to retire treasury stock when necessary based on consideration of the balance of
treasury stock and its capital policy.
Makita intends to maintain a financial position strong enough to withstand the challenges
associated with changes in its operating environment and other changes and allocate funds for
strategic investments aimed at expanding its global operations.
According to this basic policy, the Company paid interim cash dividends in fiscal 2007 of ¥19.0 per
share and ADS. The Company has declared a cash dividend of ¥55.0 per share and ADS, which was
approved by the shareholders meeting held on June 27, 2007.
The following table sets forth cash dividends per share of Common Stock declared in Japanese yen
and as translated into U.S. dollars, the U.S. dollar amounts being based on the exchange rates at
the respective payment date, using the noon buying rates for cable transfers in yen in New York
City as certified for customs purposes by the Federal Reserve Bank of New York:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Yen |
|
|
In U.S. Dollars |
|
Fiscal year ended March 31 |
|
Interim |
|
|
Year-end |
|
|
Interim |
|
|
Year-end |
|
2002 |
|
|
9.0 |
|
|
|
9.0 |
|
|
|
0.07 |
|
|
|
0.07 |
|
2003 |
|
|
9.0 |
|
|
|
9.0 |
|
|
|
0.07 |
|
|
|
0.07 |
|
2004 |
|
|
9.0 |
|
|
|
13.0 |
|
|
|
0.09 |
|
|
|
0.11 |
|
2005 |
|
|
11.0 |
|
|
|
36.0 |
|
|
|
0.10 |
|
|
|
0.34 |
|
2006 |
|
|
19.0 |
|
|
|
38.0 |
|
|
|
0.16 |
|
|
|
0.32 |
|
2007 |
|
|
19.0 |
|
|
|
55.0 |
|
|
|
0.16 |
|
|
|
0.47 |
|
Note: Cash dividends in U.S. dollars are based on the exchange rates at the respective payment
date, using the noon buying rates for cable transfers in yen in New York City as certified for
customs purposes by the Federal Reserve Bank of New York.
B. Significant changes
To Makitas knowledge, except as a disclosed in this annual report, no significant change has
occurred since the date of the annual financial statements and/or since the date of the most recent
interim financial statements.
Item 9. The Offer and Listing
A. Offer and listing details
The shares of common stock of the Company were listed on the First Section of the Tokyo Stock
Exchange, the Osaka Securities Exchange and the Nagoya Stock Exchange in 1970. The Company decided
to discontinue its listing on the Osaka Securities Exchange due to the low level of trading volume
in its shares on that exchange, and it was delisted from that exchange at the end of February 2003.
The shares of common stock of the Company were listed on the Amsterdam Stock Exchange (Euronext
Amsterdam) in 1973, initially in the form of Continental Depositary Receipts. The Company decided
to discontinue its listing on the Euronext Amsterdam Stock Exchange due to the extremely low level
of trading volume in its shares on that exchange, and it was delisted from that exchange at the end
of January 2005.
The Companys American Depositary Shares, each representing one share (prior to April 1, 1991, five
shares) of common stock and evidenced by American Depositary Receipts (ADRs), have been quoted
since 1977 through the National Association of Securities Dealers Automated Quotation (NASDAQ)
System under MKTAY.
48
The following table shows the high and low sales prices of the Common Stock on the Tokyo Stock
Exchange for the periods indicated and the reported high and low bid prices of American Depositary
Shares through the NASDAQ system.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tokyo Stock Exchange Price |
|
|
NASDAQ Price |
|
|
|
Per Share of Common Stock |
|
|
Per American Depositary Share |
|
|
|
(Yen) |
|
|
(U.S. Dollars) |
|
Fiscal year ended March 31, |
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
2003 |
|
|
909 |
|
|
|
654 |
|
|
|
7.55 |
|
|
|
5.35 |
|
2004 |
|
|
1,343 |
|
|
|
834 |
|
|
|
15.45 |
|
|
|
10.00 |
|
2005 |
|
|
2,115 |
|
|
|
1,315 |
|
|
|
20.27 |
|
|
|
12.00 |
|
2006 |
|
|
3,820 |
|
|
|
1,755 |
|
|
|
34.19 |
|
|
|
16.15 |
|
2007 |
|
|
4,630 |
|
|
|
2,995 |
|
|
|
39.00 |
|
|
|
26.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
st quarter ended June 30, 2005 |
|
|
2,355 |
|
|
|
1,755 |
|
|
|
21.75 |
|
|
|
16.15 |
|
2
nd quarter ended September 30, 2005 |
|
|
2,540 |
|
|
|
2,150 |
|
|
|
21.59 |
|
|
|
19.06 |
|
3
rd quarter ended December 31, 2005 |
|
|
3,070 |
|
|
|
2,255 |
|
|
|
24.40 |
|
|
|
19.55 |
|
4
th quarter ended March 31, 2006 |
|
|
3,820 |
|
|
|
2,830 |
|
|
|
34.90 |
|
|
|
24.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
st quarter ended June 30, 2006 |
|
|
3,830 |
|
|
|
2,995 |
|
|
|
34.34 |
|
|
|
26.03 |
|
2
nd quarter ended September 30, 2006 |
|
|
3,830 |
|
|
|
3,210 |
|
|
|
33.16 |
|
|
|
27.56 |
|
3
rd quarter ended December 31, 2006 |
|
|
3,730 |
|
|
|
3,110 |
|
|
|
31.49 |
|
|
|
26.78 |
|
4
th quarter ended March 31, 2007 |
|
|
4,630 |
|
|
|
3,570 |
|
|
|
39.00 |
|
|
|
30.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
st quarter ended June 30, 2007 |
|
|
5,650 |
|
|
|
4,210 |
|
|
|
45.30 |
|
|
|
35.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 2007 |
|
|
4,570 |
|
|
|
4,070 |
|
|
|
39.00 |
|
|
|
34.54 |
|
April 2007 |
|
|
4,600 |
|
|
|
4,210 |
|
|
|
38.44 |
|
|
|
35.64 |
|
May 2007 |
|
|
5,060 |
|
|
|
4,540 |
|
|
|
41.99 |
|
|
|
37.64 |
|
June 2007 |
|
|
5,650 |
|
|
|
4,920 |
|
|
|
45.30 |
|
|
|
40.34 |
|
July 2007 |
|
|
5,820 |
|
|
|
5,010 |
|
|
|
46.20 |
|
|
|
41.29 |
|
August |
|
|
5,680 |
|
|
|
4,030 |
|
|
|
47.44 |
|
|
|
35.20 |
|
B. Plan of distribution
Not applicable
C. Markets
See Item 9.A
D. Selling shareholders
Not applicable
E. Dilution
Not applicable
F. Expenses of the issue
49
Not applicable
Item 10. Additional Information
A. Share capital
Not applicable
B. Memorandum and articles of association
Organization
The Company is a joint stock corporation (kabushiki kaisha) incorporated in Japan under the Company
Law (kaishaho) of Japan. It is registered in the Commercial Register (shogyo tokibo) maintained by
the Kariya Branch Office of the Nagoya Legal Affairs Bureau of the Ministry of Justice of Japan.
Objects and purposes
Article 2 of the Articles of Incorporation of the Company provides that the purposes of the Company
are to engage in the following businesses:
|
|
Manufacture and sale of machine tools including electric power tools and pneumatic tools, etc.,
and wood-working tools; |
|
|
|
Manufacture and sale of electric machinery and equipment and various other machinery and equipment; |
|
|
|
Manufacture and sale of interior furnishings and household goods and their installation work; |
|
|
|
Purchase, sale, lease and management of real estate; |
|
|
|
Operation of sporting and recreational facilities; |
|
|
|
Casualty insurance agency and business relating to offering of life insurance; |
|
|
|
Tourist business under the Travel Agency Law; |
|
|
|
Acquisition, assignment and licensing of industrial property right, copyright and other
intellectual property right and provision of technical guidance; |
|
|
|
Investment in various kinds of business; and |
|
|
|
All other business incidental or relative to any of the preceding items. |
Directors
Under the Company Law, each Director has executive powers and duties to manage the affairs of the
Company and each Representative Director, who is elected from among the Directors by the Board of
Directors, has the statutory authority to represent the Company in all respects. Under the Company
Law, the Directors must refrain from engaging in any business competing with the Company unless
approved by the Board of Directors and any Director who has a material interest in the subject
matter of a resolution to be taken by the Board of Directors cannot vote on such resolution. The
total amount of remuneration to Directors and that to Statutory Auditors are subject to the
approval of the general meeting of shareholders. Within such authorized amounts the Board of
Directors and the Board of Statutory Auditors respectively determine the compensation to each
Director and Statutory Auditor.
Except as stated below, neither the Company Law nor the Companys Articles of Incorporation make
special provisions as to:
|
|
the Directors or Statutory Auditors power to vote in connection with their compensation; |
|
|
|
the borrowing power exercizable by a Representative Director (or a Director who is given
power by a Representative Director to exercise such power); |
|
|
|
the Directors or Statutory Auditors retirement age; or |
|
|
|
requirement to hold any shares of capital stock of the Company. |
50
The Company Law specifically requires the resolution of the Board of Directors for a company:
|
|
to acquire or dispose of material assets; |
|
|
|
to borrow a substantial amount of money; |
|
|
|
to employ or discharge from employment important employees, such as general managers; |
|
|
|
to establish, change or abolish material corporate organization such as a branch office; |
|
|
|
to determine material conditions concerning offering of corporate bonds; and |
|
|
|
to establish and maintain an internal control system. |
The Regulations of the Board of Directors and operational regulations thereunder of the Company
require a resolution of the Board of Directors for the Company to borrow money in an amount of ¥100
million or more to give a guarantee in an amount of ¥10 million or more.
Common stock
General
Unless indicated otherwise, set forth below is information relating to the Companys Common Stock,
including brief summaries of the relevant provisions of the Companys Articles of Incorporation and
Share Handling Regulations, as currently in effect, and of the Company Law of Japan and related
legislation.
All issued shares are fully-paid and non-assessable, and are in registered form. Transfer of shares
is effected by delivery of share certificates, but in order to assert shareholders rights against
the Company, a shareholder must, except as set forth below, have its name and address registered or
recorded on the Companys register of shareholders in writing or digitally (or electronically), in
accordance with the Companys Share Handling Regulations. The registered beneficial holder of
deposited shares underlying the ADSs is the Depositary for the ADSs. Accordingly, holders of ADSs
will not be able to directly assert shareholders rights against the Company.
A holder of shares may choose, at its discretion, to participate in the central clearing system for
share certificates under the Law Concerning Central Clearing of Share Certificates and Other
Securities of Japan. Participating shareholders must deposit certificates representing all of the
shares to be included in this clearing system with the Japan Securities Depository Center, Inc.
(JASDEC). If a holder is not a participating institution in JASDEC, it must participate through a
participating institution, such as a securities company or a commercial bank having a clearing
account with JASDEC. All shares of Common Stock deposited with JASDEC will be registered in the
name of JASDEC on the Companys register of shareholders. Each participating shareholder will in
turn be registered on the Companys register of beneficial shareholders and be treated in the same
way as shareholders registered on the Companys register of shareholders. For the purpose of
transferring deposited shares, delivery of share certificates is not required. Entry of the share
transfer in the books maintained by JASDEC for participating institutions, or in the book
maintained by a participating institution for its customers, has the same effect as delivery of
share certificates. The registered beneficial shareholders may exercise the rights attached to the
shares, such as voting rights, and will receive dividends (if any) and notices to shareholders
directly from the Company. The shares held by a person as a registered shareholder and those held
by the same person as a registered beneficial shareholder are aggregated for these purposes.
Beneficial shareholders may at any time withdraw their shares from deposit and receive share
certificates.
A law to establish a new central clearing system for shares of listed companies and to eliminate
the issuance and use of certificates for such shares was promulgated in June 2004 and the relevant
part of the law will come into effect within five years of the date of the promulgation. On the
effective date, a new central clearing system will be established and the shares
51
of all Japanese companies listed on any Japanese stock exchange, including the shares of Common
Stock of the Company, will be subject to the new central clearing system. On the same day, all
existing share certificates will become null and void. The transfer of such shares will be effected
through entry in the books maintained under the new central clearing system.
Authorized capital
Under the current Articles of Incorporation of the Company, the Company may only issue shares of
Common Stock. Article 6 of the Articles of Incorporation of the Company provides that the total
number of shares authorized to be issued by the Company is 496,000,000 shares.
As of March 31, 2007, 144,008,760 shares of Common Stock were in issue.
All shares of Common Stock of the Company have no par value.
Dividends from Surplus
Dividends from Surplus General
Under the Company Law, distributions of cash or other assets by joint stock corporations to their
shareholders, so called dividends, are referred to as dividends from Surplus (Surplus is
defined in Restriction on dividends from Surplus). The Company may make dividends from Surplus
to the shareholders any number of times per business year, subject to certain limitations described
in Restriction on dividends from Surplus. Dividends from Surplus are required in principle to
be authorized by a resolution of a general meeting of shareholders, but may also be made pursuant
to a resolution of the Board of Directors if:
(a) |
|
Articles of Incorporation of the Company so provide; |
(b) |
|
the normal term of office of the Directors is no longer than one year; and |
(c) |
|
its non-consolidated annual financial statements and certain documents
for the latest business year present fairly its assets and profit or
loss, a s required by ordinances of the Ministry of Justice. |
Under the current Articles of Incorporation of the Company, the requirements described in (a) and
(b) are not met. Nevertheless, even under the current Articles of Incorporation, the Company may
make dividends from Surplus in cash to the shareholders by resolutions of the Board of Directors
once per business year. Such dividend from Surplus is called interim dividends.
Dividends from Surplus may be made in cash or in kind in proportion to the number of shares of
Common Stock held by each shareholder. A resolution of a general meeting of shareholders or Board
of Directors authorizing a dividend from Surplus must specify the kind and aggregate book value of
the assets to be distributed, the manner of allocation of such assets to shareholders, and the
effective date of the distribution. If a dividend from Surplus is to be made in kind, the Company
may, pursuant to a resolution of a general meeting of shareholders or, as the case may be, the
Board of Directors, grant a right to the shareholders to require the Company to make such dividend
in cash instead of in kind. If no such right is granted to shareholders, the relevant dividend from
Surplus must be approved by a special shareholders resolution (see - Voting Rights with respect
to a special shareholders resolution).
Under the Articles of Incorporation, year-end dividends and interim dividends may be distributed to
shareholders of record as of March 31 and September 30 each year, respectively, in proportion to
the number of shares of Common Stock held by each
52
shareholder following approval by the general meeting of shareholders or the Board of Directors.
The Company is not obliged to pay any dividends unclaimed for a period of three years after the
date on which they first became payable.
In Japan, the ex-dividend date and the record date for dividends precede the date of determination
of the amount of the dividends to be paid. The price of the shares of Common Stock generally goes
ex-dividend on the third business day prior to the record date.
Restriction on dividends from Surplus
When the Company makes a dividend from Surplus, the Company must, until the sum of its additional
paid-in capital and legal reserve reaches one quarter of the stated capital, set aside in its
additional paid-in capital and/or legal reserve an amount equal to one-tenth of the amount of
Surplus so distributed.
The amount of Surplus at any given time must be calculated in accordance with the following
formula:
A
+ B + C + D - (E + F + G)
In the above formula:
|
|
|
A =
|
|
the total amount of other capital surplus and other retained
earnings, each such amount being that appearing on the
non-consolidated balance sheet as of the end of the last business
year |
|
|
|
B =
|
|
(if the Company has disposed of its treasury stock after the end of
the last business year) the amount of the consideration for such
treasury stock received by the Company less the book value thereof |
|
|
|
C =
|
|
(if the Company has reduced its stated capital after the end of the
last business year) the amount of such reduction less the portion
thereof that has been transferred to additional paid-in capital or
legal reserve (if any) |
|
|
|
D =
|
|
(if the Company has reduced its additional paid-in capital or legal
reserve after the end of the last business year) the amount of such
reduction less the portion thereof that has been transferred to
stated capital (if any) |
|
|
|
E =
|
|
(if the Company has cancelled its treasury stock after the end of
the last business year) the book value of such treasury stock |
|
|
|
F =
|
|
(if the Company has distributed Surplus to its shareholders after
the end of the last business year) the total book value of the
Surplus so distributed |
|
|
|
G =
|
|
certain other amounts set forth in ordinances of the Ministry of
Justice, including (if the Company has reduced Surplus and increased
its stated capital, additional paid-in capital or legal reserve
after the end of the last business year) the amount of such
reduction and (if the Company has distributed surplus to the
shareholders after the end of the last business year) the amount set
aside in additional paid-in capital or legal reserve (if any) as
required by ordinances of the Ministry of Justice |
The aggregate book value of surplus distributed by the Company may not exceed a prescribed
distributable amount (the Distributable Amount), as calculated on the effective date of such
distribution. The Distributable Amount at any given time shall be equal to the amount of Surplus
less the aggregate of the followings:
(a) |
|
the book value of its treasury stock; |
|
(b) |
|
the amount of consideration for any of the treasury stock disposed of
by the Company after the end of the last business year; and |
|
(c) |
|
certain other amounts set forth in ordinances of the Ministry of
Justice, including (if the sum of one-half of goodwill and the
deferred assets exceeds the total of stated capital, additional
paid-in capital and legal reserve, each such amount being that
appearing on the non-consolidated balance sheet as of the end of the
last business year) all or certain part of such exceeding amount as
calculated in accordance with the ordinances of the Ministry of
Justice. |
53
If the Company has become at its option a company with respect to which consolidated balance sheets
should also be considered in the calculation of the Distributable Amount (renketsu haito kisei
tekiyo kaisha), the Company shall further deduct from the amount of Surplus the excess amount, if
any, of (x) the total amount of stockholders equity appearing on the non-consolidated balance
sheet as of the end of the last business year and certain other amounts set forth by an ordinance
of the Ministry of Justice over (y) the total amount of stockholders equity and certain other
amounts set forth by an ordinance of the Ministry of Justice appearing on the consolidated balance
sheet as of the end of the last business year.
If the Company has prepared interim financial statements as described below, and if such interim
financial statements have been approved by the Board of Directors or (if so required by the Company
Law) by a general meeting of shareholders, then the Distributable Amount must be adjusted to take
into account the amount of profit or loss, and the amount of consideration for any of the treasury
stock disposed of by the Company, during the period in respect of which such interim financial
statements have been prepared. The Company may prepare non-consolidated interim financial
statements consisting of a balance sheet as of any date subsequent to the end of the last business
year and an income statement for the period from the first day of the current business year to the
date of such balance sheet. Interim financial statements so prepared by the Company must be audited
by the Statutory Auditors and Accounting Auditors, as required by ordinances of the Ministry of
Justice.
Stock splits
The Company may at any time split shares of Common Stock in issue into a greater number of shares
by resolution of the Board of Directors, and may amend its Articles of Incorporation to increase
the number of the authorized shares to be issued to allow such stock split pursuant to a resolution
of the Board of Directors rather than relying on a special shareholders resolution, which is
otherwise required for amending the Articles of Incorporation.
In the event of a stock split, generally, shareholders will not be required to exchange share
certificates for new share certificates, but certificates representing the additional shares
resulting from the stock split will be issued to shareholders. When a stock split is to be made,
the Company must give public notice of the stock split, specifying the record date therefore, at
least 2 weeks prior to such record date.
Consolidation of shares
The Company may at any time consolidate shares in issue into a smaller number of shares by a
special shareholders resolution (as defined in Voting Rights). When a consolidation of shares is
to be made, the Company must give public notice and notice to each shareholder that, within a
period of not less than one month specified in the notice, share certificates must be submitted to
the Company for exchange. The Company must disclose the reason for the consolidation of shares at
the general meeting of shareholders.
General meeting of shareholders
The ordinary general meeting of shareholders of the Company for each business year is normally held
in June in each year in or near Anjo, Aichi, Japan. In addition, the Company may hold an
extraordinary general meeting of shareholders whenever necessary by giving notice of convocation
thereof at least 2 weeks prior to the date set for the meeting.
Notice of convocation of a general meeting of shareholders setting forth the place, time and
purpose thereof, must be mailed to each shareholder having voting rights (or, in the case of a
non-resident shareholder, to his or her standing proxy or mailing address in Japan) at least 2
weeks prior to the date set for the meeting. Such notice may be given to shareholders by electronic
54
means, subject to the consent of the relevant shareholders. The record date for an ordinary general
meeting of shareholders is March 31 of each year.
Any shareholder or group of shareholders holding at least 3 percent of the total number of voting
rights for a period of 6 months or more may require the convocation of a general meeting of
shareholders for a particular purpose. Unless such general meeting of shareholders is convened
promptly or a convocation notice of a meeting which is to be held not later than 8 weeks from the
day of such demand is dispatched, the requiring shareholder may, upon obtaining a court approval,
convene such general meeting of shareholders. Any shareholder or group of shareholders holding at
least 300 voting rights or 1 percent of the total number of voting rights for a period of 6 months
or more may propose a matter to be considered at a general meeting of shareholders by submitting a
written request to a Representative Director at least 8 weeks prior to the date set for such
meeting.
If the Articles of Incorporation so provide, any of the minimum voting rights or percentages, time
periods and number of voting rights necessary for exercising the minority shareholder rights
described above may be decreased or shortened.
Voting rights
So long as the Company maintains the unit share system (see -Unit share system below; currently
100 shares of Common Stock constitute one unit), a holder of shares constituting one or more full
units is entitled to one voting right per unit of shares subject to the limitations on voting
rights set forth in the following 2 sentences. A corporate or certain other entity more than
one-quarter of whose total voting rights are directly or indirectly owned by the Company may not
exercise its voting rights with respect to shares of Common Stock of the Company that it owns. In
addition, the Company may not exercise its voting rights with respect to shares of Common Stock
that it owns. If the Company eliminates from its Articles of Incorporation the provisions relating
to the unit of shares, holders of shares of Common Stock will have one voting right for each share
they hold. Except as otherwise provided by law or by the Articles of Incorporation, a resolution
can be adopted at a general meeting of shareholders by a majority of the total number of voting
rights of all the shareholders represented at the meeting. The Company Law and the Companys
Articles of Incorporation provide, however, that the quorum for the election of Directors and
Statutory Auditors shall not be less than one-third of the total number of voting rights of all the
shareholders. The Companys shareholders are not entitled to cumulative voting in the election of
Directors. Shareholders may exercise their voting rights through proxies, provided that the proxies
are also shareholders of the Company holding voting rights. The Companys shareholders also may
cast their votes in writing, or exercise their voting rights by electronic means when the Board of
Directors decides to permit such method of exercising voting rights.
The Company Law and the Companys Articles of Incorporation provide that the quorum shall be
one-third of the total voting rights of all the shareholders, and the approval by at least
two-thirds of the voting rights of all the shareholders represented at the meeting is required (the
special shareholders resolutions) in order to amend the Companys Articles of Incorporation and
in certain other instances, including:
(1) |
|
Acquisition of its own shares from specific persons other than its subsidiaries; |
|
(2) |
|
consolidation of shares; |
|
(3) |
|
any offering of new shares or existing shares held by the Company as treasury stock at a specially favorable
price (or any offering of stock acquisition rights, or bonds with stock acquisition rights at specially
favorable conditions) to any persons other than shareholders; |
|
(4) |
|
the removal of a Statutory Auditor; |
|
(5) |
|
the exemption of liability of a Director, Statutory Auditor or Accounting Auditor with certain exceptions; |
|
(6) |
|
a reduction of stated capital with certain exceptions in which a special shareholders resolution is not required; |
|
(7) |
|
a distribution of surplus in kind other than dividends which meets certain requirements; |
|
(8) |
|
dissolution, merger, consolidation or corporate split with certain exceptions in which a shareholders resolution
is not required;
|
55
(9) the transfer of the whole or a material part of the business with certain exceptions in which a shareholders
resolution is not required;
(10) the taking over of the whole of the business of any other corporation with certain exceptions in which a
shareholders resolution is not required; or
(11) share exchange or share transfer for the purpose of establishing 100 percent parent-subsidiary relationships with
certain exceptions in which a shareholders resolution is not required.
Issue of additional shares and pre-emptive rights
Holders of shares of Common Stock have no pre-emptive rights under the Articles of Incorporation of
the Company. Authorized but unissued shares may be issued at such times and upon such terms as the
Board of Directors determines, subject to the limitations as to the offering of new shares at a
specially favorable price mentioned under Voting rights above. The Board of Directors may,
however, determine that shareholders shall be given subscription rights regarding a particular
issue of new shares, in which case such rights must be given on uniform terms to all shareholders
as at a record date of which not less than 2 weeks prior public notice must be given. Each of the
shareholders to whom such rights are given must also be given notice of the expiry thereof at least
2 weeks prior to the date on which such rights expire.
The Company may issue stock acquisition rights by a resolution of the Board of Directors, subject
to the limitations as to the offering of stock acquisition rights on specially favorable
conditions mentioned under Voting rights above. Holders of stock acquisition rights may exercise
their rights to acquire a certain number of shares within the exercise period as prescribed in the
terms of their stock acquisition rights. Upon exercise of stock acquisition rights, the Company
will be obliged to issue the relevant number of new shares or alternatively to transfer the
necessary number of treasury stock held by it.
In cases where a particular issue of new shares or stock acquisition rights (i) violates laws and
regulations or the Companys Articles of Incorporation, or (ii) will be performed in a manner
materially unfair, and shareholders may suffer disadvantages therefrom, such shareholder may file
an injunction to enjoin such issue with a court.
Liquidation rights
In the event of a liquidation of the Company, the assets remaining after payment of all debts,
liquidation expenses and taxes will be distributed among shareholders in proportion to the
respective numbers of shares of Common Stock held by them.
Record date
As mentioned above, March 31 is the record date for the Companys year-end dividends. So long as
the Company maintains the unit share system, the shareholders and beneficial shareholders who are
registered or recorded as the holders of one or more full units of shares in the Companys
registers of shareholders and/or beneficial shareholders in writing or digitally (or
electronically) at the end of each March 31 are also entitled to exercise shareholders rights at
the ordinary general meeting of shareholders with respect to the business year ending on such March
31. September 30 is the record date for interim dividends. In addition, the Company may set a
record date for determining the shareholders and/or beneficial shareholders entitled to other
rights pertaining to the Common Stock and for other purposes, by giving at least 2 weeks prior
public notice.
56
Acquisition by the Company of Common Stock
The Company may acquire shares of Common Stock (i) from a specific shareholder other than any of
its subsidiaries (pursuant to a special shareholders resolution), (ii) from any of its subsidiaries
(pursuant to a resolution of the Board of Directors), or (iii) by way of purchase on any Japanese
stock exchange on which Common Stock is listed or by way of tender offer (in either case pursuant
to an ordinary resolution of a general meeting of shareholders or a resolution of the Board of
Directors). In the case of (i) above, any other shareholder may make a request to the
Representative Director that such other shareholder be included as a seller in the proposed
purchase, provided that no such right will be available if the purchase price or any other
consideration to be received by the relevant specific shareholder will not exceed the last trading
price of the shares on the relevant stock exchange on the day immediately preceding the date on
which the resolution mentioned in (i) above was adopted (or, if there is no trading in the shares
on the stock exchange or if the stock exchange is not open on such day, the price at which the
shares are first traded on such stock exchange thereafter).
The total amount of the purchase price of shares of Common Stock may not exceed the Distributable
Amount, as described in - Dividends from Surplus Restriction on dividends from Surplus.
Shares of Common Stock acquired by the Company may be held by it for any period or may be cancelled
by resolution of the Board of Directors. The Company may also transfer to any person the shares of
Common Stock held by it, subject to a resolution of the Board of Directors, and subject also to
other requirements similar to those applicable to the issuance of new shares, as described in
Issue of additional shares and pre-emptive rights above. The Company may also utilize its
treasury stock for the purpose of transfer to any person upon exercise of stock acquisition rights
or for the purpose of acquiring another company by way of merger, share exchange or corporate split
through exchange of treasury stock for shares or assets of the acquired company.
Unit share system
The Articles of Incorporation of the Company provide that 100 shares of Common Stock constitute one
unit of shares. Although the number of shares constituting one unit is included in the Articles of
Incorporation, any amendment to the Articles of Incorporation reducing (but not increasing) the
number of shares constituting one unit or eliminating the provisions for the unit of shares may be
made by the resolution of the Board of Directors rather than by a special shareholders resolution,
which is otherwise required for amending the Articles of Incorporation. The number of shares
constituting one new unit, however, cannot exceed 1,000.
Under the unit share system, shareholders shall have one voting right for each unit of shares that
they hold. Any number of shares less than a full unit carries no voting rights.
Unless the Companys shareholders amend the Articles of Incorporation of the Company by a special
shareholders resolution to eliminate the provision not to issue share certificates for shares of
Common Stock constituting less than a full unit, a share certificate for any number of shares of
Common Stock constituting less than a full unit will in general not be issued. As the transfer of
shares normally requires the delivery of the share certificates therefor, any fraction of a unit
for which no share certificates are issued is not transferable. Moreover, holders of shares
constituting less than a full unit will have no other shareholder rights if the Articles of
Incorporation so provide, except that such holders may not be deprived of certain rights specified
in the Company Law or an ordinance of the Ministry of Justice, including the right to receive
dividends from Surplus.
A holder of shares of Common Stock constituting less than a full unit may require the Company to
purchase such shares at their market value in accordance with the provisions of the Share Handling
Regulations of the Company.
57
In addition, the Articles of Incorporation of the Company provide that a holder of shares of Common
Stock constituting less than a full unit may request the Company to sell to such holder such amount
of shares of Common Stock which will, when added together with the shares of Common Stock
constituting less than a full unit, constitute a full unit of shares, in accordance with the
provisions of the Share Handling Regulations of the Company.
A holder who owns ADRs evidencing less than 100 ADSs will indirectly own shares of Common Stock
constituting less than a full unit. Although, as discussed above, under the unit share system
holders of shares of Common Stock constituting less than a full unit have the right to require the
Company to purchase such shares held by them or sell shares of Common Stock held by the Company to
such holders, holders of ADRs evidencing ADSs that represent other than integral multiples of full
units are unable to withdraw the underlying shares of Common Stock constituting less than a full
unit and, therefore, are unable, as a practical matter, to exercise the rights to require the
Company to purchase such underlying shares or sell shares of Common Stock held by the Company to
such holders, unless the Companys Articles of Incorporation are amended to eliminate the provision
not to issue share certificates for shares of Common Stock constituting less than a full unit. As a
result, access to the Japanese markets by holders of ADRs through the withdrawal mechanism will not
be available for dispositions of shares of Common Stock in lots less than a full unit. The unit
share system does not affect the transferability of ADSs, which may be transferred in lots of any
size.
Sale by the Company of shares held by shareholders whose location is unknown
The Company is not required to send a notice to a shareholder if a notice to such shareholder fails
to arrive at the registered address of the shareholder in the Companys register of shareholders or
at the address otherwise notified to the Company continuously for 5 years or more.
In addition, the Company may sell or otherwise dispose of shares of Common Stock for which the
location of the shareholder is unknown. Generally, if (i) notices to a shareholder fail to arrive
continuously for 5 years or more at the shareholders registered address in the Companys register
of shareholders or at the address otherwise notified to the Company, and (ii) the shareholder fails
to receive dividends from Surplus on the shares of Common Stock continuously for 5 years or more at
the address registered in the Companys register of shareholders or at the address otherwise
notified to the Company, the Company may sell or otherwise dispose of the shareholders shares at
the then market price of shares of Common Stock and after giving at least 3 months prior public
and individual notices, and hold or deposit the proceeds of such sale or disposal of shares of
Common Stock for such shareholder.
Reporting of substantial shareholdings
The Securities and Exchange Law of Japan and regulations thereunder require any person, regardless
of residence, who has become, beneficially and solely or jointly, a holder of more than 5 percent
of the total issued shares of capital stock of a company listed on any Japanese stock exchange or
whose shares are traded on the over-the-counter market in Japan to file with the Director-General
of a competent Local Finance Bureau of the Ministry of Finance within 5 business days a report
concerning such shareholdings.
A similar report must also be filed in respect of any subsequent change of one percent or more in
any such holding or any change in material matters set out in reports previously filed, with
certain exceptions. For this purpose, shares issuable to such person upon conversion of convertible
securities or exercise of share subscription warrants or stock acquisition rights are taken into
account in determining both the number of shares held by such holder and the issuers total issued
share capital. Any such report shall be filed with the Director-General of the competent Local
Finance Bureau of the Ministry of Finance through the Electronic Disclosure for Investors Network
(EDINET). Copies of such report must also be furnished to the issuer of such shares and all
Japanese stock exchanges on which the shares are listed.
58
Except for the general limitation under Japanese anti-trust and anti-monopoly regulations against
holding of shares of capital stock of a Japanese corporation which leads or may lead to a restraint
of trade or monopoly, and except for general limitations under the Company Law or the Companys
Articles of Incorporation on the rights of shareholders applicable regardless of residence or
nationality, there is no limitation under Japanese laws and regulations applicable to the Company
or under its Articles of Incorporation on the rights of non-resident or foreign shareholders to
hold the shares of Common Stock of the Company or exercise voting rights thereon. There is no
provision in the Companys Articles of Incorporation that would have an effect of delaying,
deferring or preventing a change in control of the Company and that would operate only with respect
to merger, consolidation, acquisition or corporate restructuring involving the Company.
C. Material contracts
On March 20, 2007, Makita announced that it would, through a tender offer and a series of
subsequent procedures, acquire all of the issued and outstanding shares of Fuji Robin. Prior to
the announcement of the tender offer, Makita owned 10.03% of the outstanding shares of Fuji Robin.
By the close of the tender offer on May 7, 2007, Makita had acquired 10,279,375 additional shares
of Fuji Robin at a price of ¥260 per share for an aggregate purchase price of approximately ¥2.7
billion, bringing its total shareholding in Fuji Robin to 11,579,375 shares, or 89.35%. On May 25,
2007, Makita entered into a share exchange agreement with Fuji Robin to acquire all of the
remaining shares of Fuji Robin effective August 1, 2007. Under the terms of the share exchange
agreement, Makita issued 0.059 shares of its common stock in return for each remaining Fuji
Robin share. A total of 81,456 Makita shares held by Makita as treasury stock was
delivered in connection with the share exchange.
D. Exchange controls
The Foreign Exchange and Foreign Trade Law of Japan and its related cabinet orders and ministerial
ordinances (the Foreign Exchange Regulations) govern the acquisition and holding of shares of
Common Stock of the Company by exchange non-residents and by foreign investors. The Foreign
Exchange Regulations currently in effect do not, however, affect transactions between exchange
non-residents to purchase or sell shares outside Japan using currencies other than Japanese yen.
Exchange non-residents are:
|
|
Individuals who do not reside in Japan; and |
|
|
|
corporations whose principal offices are located outside Japan. |
Generally, branches and other offices of non-resident corporations that are located within Japan
are regarded as residents of Japan. Conversely, branches and other offices of Japanese corporations
located outside Japan are regarded as exchange non-residents.
Foreign investors are:
|
|
Individuals who are exchange non-residents; |
|
|
|
corporations that are organized under the laws of foreign countries or
whose principal offices are located outside of Japan; |
|
|
|
corporations of which 50 percent or more of their shares are held by
individuals who are exchange non-residents and/or corporations (1)
that are organized under the laws of foreign countries or (2) whose
principal offices are located outside of Japan; or |
|
|
|
corporations a majority of whose officers, or officers having the
power of representation, are individuals who are exchange
non-residents. |
59
In general, the acquisition of shares of a Japanese company (such as the shares of Common Stock of
the Company) by an exchange non-resident from a resident of Japan is not subject to any prior
filing requirements. In certain limited circumstances, however, the Minister of Finance may require
prior approval of an acquisition of this type. While prior approval, as described above, is not
required, in the case where a resident of Japan transfers shares of a Japanese company (such as the
shares of Common Stock of the Company) for consideration exceeding 100 million yen to an exchange
non-resident, the resident of Japan who transfers the shares is required to report the transfer to
the Minister of Finance within 20 days from the date of the transfer, unless the transfer was made
through a bank, securities company or financial futures trader licensed under Japanese law.
If a foreign investor acquires shares of a Japanese company that is listed on a Japanese stock
exchange (such as the shares of Common Stock of the Company) or that is traded on an
over-the-counter market in Japan and, as a result of the acquisition, the foreign investor, in
combination with any existing holdings, directly or indirectly holds 10 percent or more of the
issued shares of the relevant company, the foreign investor must file a report of the acquisition
with the Minister of Finance and any other competent Ministers having jurisdiction over that
Japanese company within 15 days from and including the date of the acquisition, except where the
offering of the companys shares was made overseas. In limited circumstances, such as where the
foreign investor is in a country that is not listed on an exemption schedule in the Foreign
Exchange Regulations, a prior notification of the acquisition must be filed with the Minister of
Finance and any other competent Ministers, who may then modify or prohibit the proposed
acquisition.
Under the Foreign Exchange Regulations, dividends paid on and the proceeds from sales in Japan of
shares of Common Stock of the Company held by non-residents of Japan may generally be converted
into any foreign currency and repatriated abroad. The acquisition of shares of Common Stock by
exchange non-residents by way of stock split is not subject to any of the foregoing notification or
reporting requirements.
E. Taxation
The discussion below is intended for general information only and does not constitute a complete
analysis of all tax consequences relating to the ownership of shares of Common Stock or ADSs.
Prospective purchasers of shares of Common Stock or ADSs should consult their own tax advisors
concerning the tax consequences of their particular situations.
The following is a general summary of the principal U.S. federal income and Japanese national tax
consequences of the acquisition, ownership and disposition of shares of Common Stock or ADSs. This
summary does not address any aspects of U.S. federal tax law other than income taxation, and does
not discuss any aspects of Japanese tax law other than such income taxation as limited to national
taxes and inheritance and gift taxation. This summary also does not cover any state or local, or
non-U.S. non-Japanese tax considerations. Investors are urged to consult their tax advisors
regarding the U.S. federal, state and local and Japanese and other tax consequences of acquiring,
owning and disposing of shares of Common Stock or ADSs. Also, this summary does not purport to
address all the material tax consequences that may be relevant to the holders of shares of Common
Stock or ADSs, and does not take into account the specific circumstances of any particular
investors, some of which (such as tax-exempt entities, banks, insurance companies, broker-dealers,
traders in securities that elect to use a mark-to-market method of accounting for their securities
holdings, regulated investment companies, real estate investment trusts, partnerships and other
pass-through entities, investors liable for alternative minimum tax, investors that own or are
treated as owning 10 percent or more of the Companys voting stock, investors that hold shares of
Common Stock or ADSs as part of a straddle, hedge, conversion or constructive sale transaction or
other integrated transaction, and U.S. Holders (as defined below) whose functional currency is not
the U.S. dollar) may be subject to special tax rules. This summary is based on the federal income
tax laws and regulations of the United States and tax laws of Japan, judicial decisions, published
rulings and administrative pronouncements, all as in effect on the date hereof, as well as on the
current income tax convention between
60
the United States and Japan (the Treaty), all of which are subject to change (possibly with
retroactive effect), and/or to differing interpretations.
For purposes of this discussion, a U.S. Holder is any beneficial owner of shares of Common Stock
or ADSs that is, for U.S. federal income tax purposes:
1. |
|
an individual citizen or resident of the United States; |
|
2. |
|
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes)
organized in or under the laws of the United States, any state thereof, or the District of
Columbia; |
|
3. |
|
an estate the income of which is subject to U.S. federal income tax without regard to its source; or |
|
4. |
|
a trust that is subject to the primary supervision of a U.S. court and the control of one or more
U.S. persons, or that has a valid election in effect under applicable Treasury regulations to be
treated as a U.S. person. |
An Eligible U.S. Holder is a U.S. Holder that:
1. |
|
is a resident of the United States for purposes of the Treaty; |
|
2. |
|
does not maintain a permanent establishment in Japan (a) with which shares of Common Stock or ADSs are effectively connected and through
which the U.S. holder carries on or has carried on business and (b) of
which shares of Common Stock or ADSs form part of the business
property; and |
|
3. |
|
is eligible for benefits under the Treaty, with respect to income and
gain derived in connection with shares of Common Stock or ADSs. |
In addition, this summary is based in part upon the representations of the depositary and the
assumption that each obligation in the deposit agreement for ADSs, and in any related agreement,
will be performed in accordance with its terms.
In general, for purposes of the Treaty and for U.S. federal income and Japanese national income tax
purposes, owners of ADRs evidencing ADSs will be treated as the owners of shares of Common Stock
represented by those ADSs, and exchanges of shares of Common Stock for ADSs, and exchanges of ADSs
for shares of Common Stock, will not be subject to U.S. federal income or Japanese national income
tax.
Japanese Taxation
The following is a summary of the principal Japanese tax consequences (limited to national taxes)
to holders of shares of Common Stock and of ADRs evidencing ADSs representing shares of Common
Stock who are either individuals who are non-residents of Japan or non-Japanese corporations,
without a permanent establishment in Japan (non-resident Holders).
Generally, a non-resident of Japan or a non-Japanese corporation is subject to Japanese withholding
tax on dividends paid by Japanese corporations, and the Company will withhold such tax prior to
payment of dividends as required by Japanese law. Stock splits are, in general, not a taxable
event.
In the absence of an applicable tax treaty, convention or agreement reducing the maximum rate of
Japanese withholding tax or allowing exemption from Japanese withholding tax, the rate of Japanese
withholding tax applicable to dividends paid by Japanese corporations to individuals who are
non-residents of Japan or non-Japanese corporations is generally 20 percent, provided, with respect
to dividends paid on listed shares issued by a Japanese corporation (such as shares of Common
Stock) to any corporate or individual shareholders (including those shareholders who are
non-Japanese corporations or Japanese non-resident individuals, such as non-resident Holders) other
than any individual shareholder who holds 5 percent or more of the total shares issued by the
relevant Japanese corporation, the aforementioned 20 percent withholding tax rate is reduced to (i)
7 percent for dividends due and payable on or before March 31, 2009, and (ii) 15 percent for
dividends due and payable on or after April 1, 2009. As of the date of this annual report, Japan
has income tax treaties, conventions or agreements whereby the above-mentioned withholding tax rate
is reduced, in most cases to 15 percent or 10 percent for portfolio investors (15
61
percent under the income tax treaties with, among other countries, Australia, Belgium, Canada,
Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, New Zealand,
Norway, Singapore, Spain, Sweden and Switzerland and 10 percent under the income tax treaties with
the U.K. and the United States).
Under the Treaty, the maximum rate of Japanese withholding tax which may be imposed on dividends
paid by a Japanese corporation to an Eligible U.S. Holder that is a portfolio investor is generally
reduced to 10 percent of the gross amount actually distributed, and Japanese withholding tax with
respect to dividends paid by a Japanese corporation to an Eligible U.S. Holder that is a pension
fund is exempt from Japanese taxation by way of withholding or otherwise unless such dividends are
derived from the carrying on of a business, directly or indirectly, by such pension fund.
If the maximum tax rate provided for in the income tax treaty applicable to dividends paid by the
Company to any particular non-resident Holder is lower than the withholding tax rate otherwise
applicable under Japanese tax law or any particular non-resident Holder is exempt from Japanese
income tax with respect to such dividends under the income tax treaty applicable to such particular
non-resident Holder, such non-resident Holder is required to submit an Application Form for Income
Tax Convention Regarding Relief from Japanese Income Tax on Dividends (together with any other
required forms and documents) in advance through the Company to the relevant tax authority before
the payment of dividends. A standing proxy for non-resident Holders of a Japanese corporation may
provide this application service. With respect to ADSs, this reduced rate or exemption is
applicable if the Depositary or its agent submits two Application Forms (one before payment of
dividends and the other within 8 months after the Companys business year-end or semi-business
year-end). To claim this reduced rate or exemption, any relevant non-resident Holder of ADSs will
be required to file a proof of taxpayer status, residence and beneficial ownership (as applicable)
and to provide other information or documents as may be required by the Depositary. A non-resident
Holder who is entitled, under an applicable income tax treaty, to a reduced rate which is lower
than the withholding tax rate otherwise applicable under Japanese tax law or an exemption from the
withholding tax, but failed to submit the required application in advance will be entitled to claim
the refund of taxes withheld in excess of the rate under an applicable tax treaty (if such
non-resident Holder is entitled to a reduced treaty rate under the applicable income tax treaty) or
the full amount of tax withheld (if such non-resident Holder is entitled to an exemption under the
applicable income tax treaty) from the relevant Japanese tax authority.
Gains derived from the sale of shares of Common Stock or ADSs outside Japan by a non-resident
Holder holding such shares of Common Stock or ADSs as portfolio investors are, in general, not
subject to Japanese income tax or corporation tax. Eligible U.S. Holders are not subject to
Japanese income or corporation tax with respect to such gains under the Treaty.
Japanese inheritance and gift taxes at progressive rates may be payable by an individual who has
acquired shares of Common Stock or ADSs as a legatee, heir or donee even though neither the
individual nor the deceased nor donor is a Japanese resident.
Holders of shares of Common Stock or ADSs should consult their tax advisors regarding the effect of
these taxes and, in the case of U.S. Holders, the possible application of the Estate and Gift Tax
Treaty between the U.S. and Japan.
U.S. Federal Income Taxation
U.S. Holders
The following discussion is a summary of the principal U.S. federal income tax consequences to
holders of shares of Common Stock and ADSs that are U.S. Holders and that hold those shares or ADSs
as capital assets (generally, for investment purposes).
62
Taxation of Dividends
Subject to the passive foreign investment company rules discussed below, under U.S. federal income
tax law, the gross amount of any distribution made by us in respect of shares of Common Stock or
ADSs (without reduction for Japanese withholding taxes) will constitute a taxable dividend to the
extent paid out of current or accumulated earnings and profits, as determined under U.S. federal
income tax principles. The U.S. dollar amount of such a dividend generally will be included in the
gross income of a U.S. Holder, as ordinary income, when actually or constructively received by the
U.S. Holder, in the case of shares of Common Stock, or by the depositary, in the case of ADSs.
Dividends paid by us will not be eligible for the dividends received deduction generally allowed to
U.S. corporations in respect of dividends received from other U.S. corporation.
Subject to certain exceptions for short-term and hedged positions, and provided that we are not a
passive foreign investment company (as discussed below), dividends received by certain U.S. Holders
(including individuals) with respect to the Common Stock or ADSs will currently be subject to U.S.
federal income taxation at a maximum rate of 15 percent. Investors should be aware that the U.S.
Treasury Department has announced its intention to promulgate rules pursuant to which shareholders
(and intermediaries) will be permitted to rely on certifications from issuers to establish that
dividends qualify for the reduced rate of U.S. federal income taxation. Because such procedures
have not yet been issued, we are not certain that we will be able to comply with them. U.S. Holders
of ADSs or Common Stock should consult their own tax advisors regarding the availability of the
reduced rate in the light of their own particular circumstances.
The U.S. dollar amount of a dividend paid in Japanese yen will be determined based on the Japanese
yen/U.S. dollar exchange rate in effect on the date that dividend is included in the income of the
U. S. Holder, regardless of whether the payment is converted into U.S. dollars on such date.
Generally, any gain or loss resulting from currency exchange fluctuations during the period from
the date the dividend payment is included in the gross income of a U.S. Holder through the date
that payment is converted into U.S. dollars (or the U.S. Holder otherwise disposed of the Japanese
yen) will be treated as U.S. source ordinary income or loss. U.S. Holders should consult their own
tax advisors regarding the calculation and U.S. federal income tax treatment of foreign currency
gain or loss.
To the extent, if any, that the amount of any distribution received by a U.S. Holder in respect of
shares of Common Stock or ADSs exceeds our current and accumulated earnings and profits, as
determined under U.S. federal income tax principles, the distribution first will be treated as a
tax-free return of the U.S. Holders adjusted tax basis in those shares or ADSs, and thereafter as
U.S. source capital gain. Distributions of additional shares of Common Stock that are made to U.S.
Holders with respect to their shares of Common Stock or ADSs and that are part of a pro rata
distribution to all the Companys shareholders generally will not be subject to U.S. federal income
tax.
For U.S. foreign tax credit purposes, dividends included in gross income by a U.S. Holder in
respect of shares of Common Stock or ADSs will constitute income from sources outside the United
States, will be passive category income and will be subject to various classifications and other
limitations. Any Japanese withholding tax imposed in respect of a company dividend may be claimed
either as a credit against the U.S. federal income tax liability of a U.S. Holder or, if the U.S.
Holder elects not to take a credit for any foreign taxes that year, as a deduction from that U.S.
Holders taxable income. Special rules will generally apply to the calculation of foreign tax
credits in respect of dividend income that qualifies for preferential U.S. federal income tax
rates. Additionally, special rules may apply to individuals whose foreign source income during the
taxable year consists entirely of qualified passive income and whose creditable foreign taxes
paid or accrued during the taxable year do not exceed $300 ($600 in the case of a joint return).
Further, under some circumstances, a U.S. Holder that:
|
|
has held shares of Common Stock or ADSs for less than a specified minimum period, or
|
|
|
|
is obligated to make payments related to our dividends, |
63
will not be allowed a foreign tax credit for foreign taxes imposed on our dividends. The rules with
respect to foreign tax credits are complex and involve the application of rules that depend on a
U.S. Holders particular circumstances, and accordingly, U.S. Holders are urged to consult their
tax advisors regarding the availability of the foreign tax credit under their particular
circumstances. The Internal Revenue Service (IRS) has expressed concern that parties to whom ADSs
are released may be taking actions that are inconsistent with the claiming of foreign tax credits
by U.S. Holders of ADSs. Accordingly, investors should be aware that the discussion above regarding
the creditability of Japanese withholding tax on dividends could be affected by future actions that
may be taken by the IRS.
Taxation of Capital Gains and Losses
In general, upon a sale or other taxable disposition of shares of Common Stock or ADSs, a U.S.
Holder will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the
difference between the amount realized on the sales or other taxable disposition and the U.S.
Holders adjusted tax basis in those Common Stock or ADSs. A U.S. Holder generally will have an
adjusted tax basis in a share of Common Stock or an ADS equal to its U.S. dollar cost. In general,
subject to the passive foreign investment company rules discussed below, such gain or loss
recognized on a sale or other taxable disposition of shares of Common Stock or ADSs will be capital
gain or loss and, if the U.S. Holders holding period for those shares or ADSs exceeds one year,
will be long-term capital gain or loss. Certain U.S. Holders, including individuals, are eligible
for preferential rates of U.S. federal income tax in respect of long-term capital gains. Under U.S.
federal tax law, the deduction of capital losses is subject to limitations. Any gain or loss
recognized by a U.S. Holder in respect of the sale or other taxable disposition of shares of Common
Stock or ADSs generally will be treated as derived from U.S. sources for U.S. foreign tax credit
purposes.
Deposits and withdrawals of Common Stock in exchange for ADSs will not result in the realization of
gain or loss for U.S. federal income tax purposes.
Passive Foreign Investment Companies
Based on current estimates of our income and assets, we do not believe that we are, for U.S.
federal income tax purposes, a passive foreign investment company (a PFIC), and we intend to
continue our operations in such a manner that it is highly unlikely that we would become a PFIC in
the future. However, there can be no assurance in this regard, because the PFIC determination is
made annually and is based on the portion of our assets (including goodwill) or the portion of our
income that is characterized as passive under the PFIC rules. If we become a PFIC, unless a U.S.
Holder elects to be taxed annually on a mark-to-market basis with respect to its shares of Common
Stock or ADSs, any gain realized on a sale or other taxable disposition of shares of Common Stock
or ADSs and certain excess distributions (generally distributions in excess of 125 percent of the
average distribution over a three-year period, or shorter holding period for the shares of Common
Stock or ADSs) would be treated as realized ratably over the U.S. Holders holding period for the
shares of Common Stock or ADSs; amounts allocated to prior years while we are a PFIC would be taxed
at the highest tax rate in effect for each such year, and an additional interest charge may apply
to the portion of the U.S. federal income tax liability on such gains or distributions treated
under the PFIC rules as having been deferred by the U.S. Holder. Amounts allocated to the year of
sale and to any year before we became a PFIC would be taxed as ordinary income in the year of sale.
Moreover, dividends that a U.S. Holder receives from us will not be eligible for the reduced U.S.
federal income tax rates described above if we are a PFIC either in the taxable year of the
distribution or the preceding taxable year (and instead will be taxable at rates applicable to
ordinary income).
64
If a market-to-market election were made, a U.S. Holder would take into account each year the
appreciation or depreciation in value of its shares of Common Stock or ADS, which would be treated
as ordinary income or (subject to limitations) ordinary loss, as would gains or losses on actual
dispositions of Common Stock or ADSs. Any U.S. Holder who owns shares of Common Stock or ADSs
during any year that we are a PFIC would be required to file IRS Form 8621. U.S. Holders should
consult their own tax advisors regarding the application of the PFIC rules to the shares of Common
Stock or ADSs and the availability and advisability of making an election to avoid the adverse tax
consequences of the PFIC rules should we be considered a PFIC for any taxable year.
Non-U.S. Holders
The following discussion is a summary of the principal U.S. federal income tax consequences to
beneficial holders of shares of Common Stock or ADSs that are neither U.S. Holders nor partnerships
for U.S. federal income tax purposes (Non-U.S. Holders).
Subject to the discussion below under Backup Withholding and Information Reporting, a Non-U.S.
Holder generally will not be subject to any U.S. federal income or withholding tax on distributions
received in respect of shares of Common Stock or ADSs unless the distributions are effectively
connected with the conduct by the Non-U.S. Holder of a trade or business within the United States
(and, if an applicable tax treaty requires, are attributable to a U.S. permanent establishment or
fixed base of such Non-U.S. Holder).
Subject to the discussion below under Backup Withholding and Information Reporting, a Non-U.S.
Holder generally will not be subject to U.S. federal income tax in respect of gain recognized on a
sale or other disposition of shares of Common Stock or ADSs, unless:
(i) |
|
the gain is effectively connected with a trade or business conducted
by the Non-U.S. Holder within the United States (and, if an
applicable tax treaty requires, is attributable to a U.S. permanent
establishment or fixed base of such Non-U.S. Holder), or |
|
(ii) |
|
the Non-U.S. Holder is an individual who was present in the United
States for 183 or more days in the taxable year of the disposition
and other conditions are met. |
Backup Withholding and Information Reporting
In general, except in the case of certain exempt recipients (such as corporations), information
reporting requirements will apply to dividends on shares of Common Stock or ADSs paid to U.S.
Holders in the United States or through certain U.S. related financial intermediaries and to the
proceeds received upon the sale, exchange or redemption of shares of Common Stock or ADSs by U.S.
Holders within the United States or through certain U.S. related financial intermediaries.
Furthermore, backup withholding (currently at a rate of 28 percent) may apply to those amounts if a
U.S. Holder fails to provide an accurate tax identification number, to certify that such holder is
not subject to backup withholding or to otherwise comply with the applicable requirements of the
backup withholding requirements.
Dividends paid to a Non-U.S. Holder in respect of shares of Common Stock or ADSs, and proceeds
received in the sale, exchange or redemption of shares of Common Stock or ADSs by a Non-U.S.
Holder, generally, are exempt from information reporting and backup withholding under current U.S.
federal income tax law. However, a Non-U.S. Holder may be required to provide certification of
non-U.S. status in order to obtain that exemption. Persons required to establish their exempt
status generally must provide such certification on IRS Form W-9, entitled Request for Taxpayer
Identification Number and
65
Certification, in the case of U.S. persons, and on IRS Form W-8BEN, entitled Certificate of Foreign
Status (or other appropriate IRS Form W-8), in the case of non-U.S. persons.
Backup withholding is not an additional tax. The amount of backup withholding imposed on a payment
to a U.S. Holder will be allowed as a credit against the holders U.S. federal income tax liability
provided that the required information is properly furnished to the IRS.
THE SUMMARY OF U.S. FEDERAL INCOME AND JAPANESE TAX CONSEQUENCES SET OUT ABOVE IS INTENDED FOR
GENERAL INFORMATION PURPOSES ONLY. INVESTORS IN THE COMMON STOCK OR ADSs ARE URGED TO CONSULT WITH
THEIR OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING OR
DISPOSING OF COMMON STOCK OR ADSs, BASED ON THEIR PARTICULAR CIRCUMSTANCES.
F. Dividends and paying agents
Not applicable
G. Statement by experts
Not applicable
H. Documents on display
Makita files its annual report on Form 20-F and press releases or reports for shareholders or
investors on Form 6-K with the SEC. You may read and copy documents referred to in this annual
report on Form 20-F that have been filed with the SEC at the SECs public reference room located at
100F Street, N.E., Room 1580, Washington, D.C. 20549 or by accessing the SECs home page
(http://www.sec.gov)
I. Subsidiary information
Not applicable
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Market Risk Exposure
Makita is exposed to various market risks, including those related to changes in foreign exchange
rates, interest rates, and the prices of marketable securities and investment securities. In order
to hedge the risks of fluctuations in foreign exchange rates and interest rates, Makita uses
derivative financial instruments. Makita does not hold or use derivative financial instruments for
trading purposes. Although the use of derivative financial instruments exposes Makita to the risk
of credit-related losses in the event of nonperformance by counterparties, Makita believes that its
counterparties are creditworthy because they are required to have a credit rating of a specified
level or above, and Makita does not expect credit-related losses, if any, to be significant.
Equity and Debt Securities Price Risk
Makita classified investments of debt securities for current operations as marketable securities
within current assets. Other investments are classified as investment securities as a part of
investments and other assets in the consolidated balance sheets.
66
Makita does not hold marketable securities and investment securities for trading purposes. The fair
value of certain of these investments expose Makita to equity price risks. These investments are
subject to changes in the market prices of the securities. The maturities and fair values of such
marketable securities and investment securities at March 31, 2006 and 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
U.S. Dollars (thousands) |
|
|
2006 |
|
2007 |
|
2007 |
|
|
Carrying |
|
|
|
Carrying |
|
|
|
Carrying |
|
|
|
|
Amount |
|
Fair Value |
|
Amount |
|
Fair Value |
|
Amount |
|
Fair Value |
|
|
|
|
|
|
|
Due within one year |
|
¥ |
4,492 |
|
|
¥ |
4,493 |
|
|
¥ |
6,323 |
|
|
¥ |
6,322 |
|
|
$ |
53,585 |
|
|
$ |
53,576 |
|
Due after one year through five years |
|
|
6,169 |
|
|
|
6,150 |
|
|
|
2,203 |
|
|
|
2,195 |
|
|
|
18,669 |
|
|
|
18,602 |
|
Due after five years |
|
|
5,600 |
|
|
|
5,494 |
|
|
|
5,921 |
|
|
|
5,822 |
|
|
|
50,178 |
|
|
|
49,339 |
|
Indefinite periods |
|
|
30,990 |
|
|
|
30,989 |
|
|
|
42,697 |
|
|
|
42,697 |
|
|
|
361,839 |
|
|
|
361,839 |
|
Equity securities |
|
|
30,961 |
|
|
|
30,961 |
|
|
|
28,352 |
|
|
|
28,352 |
|
|
|
240,271 |
|
|
|
240,271 |
|
|
|
|
|
|
|
|
|
|
¥ |
78,212 |
|
|
¥ |
78,087 |
|
|
¥ |
85,496 |
|
|
¥ |
85,388 |
|
|
$ |
724,542 |
|
|
$ |
723,627 |
|
|
|
|
|
|
|
|
67
Foreign Exchange Risk
Makitas international operations and indebtedness denominated in foreign currencies expose Makita
to the risk of fluctuation in foreign currency exchange rates. To manage this exposure, Makita
enters into certain foreign exchange contracts with respect to a part of such international
operations and indebtedness. The following table provides information about Makitas major
derivative financial instruments related to foreign currency transactions as of March 31, 2006 and
March 31, 2007. Figures are translated into yen at the rates prevailing at March 31, 2006 and March
31, 2007, together with the relevant weighted average contractual exchange rates at March 31, 2007.
All of the foreign exchange contracts listed in the following table have contractual maturities in
FY 2007 and 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) (except average contractual rates) |
|
|
U.S. Dollars (thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
Contract |
|
|
|
|
|
|
contractual |
|
|
Contract |
|
|
|
|
|
|
contractual |
|
|
Contract |
|
|
|
|
|
|
amounts |
|
|
Fair Value |
|
|
rates |
|
|
amounts |
|
|
Fair Value |
|
|
rates |
|
|
Amounts |
|
|
Fair Value |
|
|
|
|
Foreign currency
contracts; |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$/Yen |
|
¥ |
4,368 |
|
|
¥ |
(11 |
) |
|
¥ |
116.49 |
|
|
¥ |
3,107 |
|
|
¥ |
2 |
|
|
¥ |
117.50 |
|
|
$ |
26,331 |
|
|
$ |
17 |
|
Euro/Yen |
|
|
4,148 |
|
|
|
(67 |
) |
|
|
140.14 |
|
|
|
5,387 |
|
|
|
(60 |
) |
|
|
115.15 |
|
|
|
45,653 |
|
|
|
(508 |
) |
A$/Yen |
|
|
344 |
|
|
|
10 |
|
|
|
85.91 |
|
|
|
343 |
|
|
|
(8 |
) |
|
|
92.69 |
|
|
|
2,907 |
|
|
|
(68 |
) |
STG/Yen |
|
|
8 |
|
|
|
|
|
|
|
201.98 |
|
|
|
58 |
|
|
|
|
|
|
|
230.96 |
|
|
|
492 |
|
|
|
|
|
Euro/STG |
|
|
1,421 |
|
|
|
(10 |
) |
|
|
|
|
|
|
1,579 |
|
|
|
(1 |
) |
|
|
|
|
|
|
13,381 |
|
|
|
(8 |
) |
US$/EUR |
|
|
1,151 |
|
|
|
(10 |
) |
|
|
|
|
|
|
1,794 |
|
|
|
(13 |
) |
|
|
|
|
|
|
15,203 |
|
|
|
(112 |
) |
Other |
|
|
387 |
|
|
|
18 |
|
|
|
|
|
|
|
811 |
|
|
|
(20 |
) |
|
|
|
|
|
|
6,872 |
|
|
|
(168 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
11,827 |
|
|
¥ |
(70 |
) |
|
|
|
|
|
¥ |
13,079 |
|
|
¥ |
(100 |
) |
|
|
|
|
|
$ |
110,839 |
|
|
$ |
(847 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$/Yen |
|
¥ |
9,099 |
|
|
¥ |
(88 |
|
|
¥ |
116.65 |
|
|
¥ |
2,853 |
|
|
¥ |
(30 |
) |
|
¥ |
177.53 |
|
|
$ |
24,178 |
|
|
$ |
(254 |
) |
Euro/Yen |
|
|
1,133 |
|
|
|
(12 |
|
|
|
141.68 |
|
|
|
3,289 |
|
|
|
(20 |
) |
|
|
156.64 |
|
|
|
27,873 |
|
|
|
(170 |
) |
CAN$/Yen |
|
|
305 |
|
|
|
|
|
|
|
101.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A$/Yen |
|
|
1,661 |
|
|
|
(32 |
) |
|
|
83.06 |
|
|
|
191 |
|
|
|
|
|
|
|
95.25 |
|
|
|
1,619 |
|
|
|
|
|
SFr./Yen |
|
|
173 |
|
|
|
(8 |
) |
|
|
86.45 |
|
|
|
191 |
|
|
|
(3 |
) |
|
|
95.56 |
|
|
|
1,619 |
|
|
|
(25 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
12,371 |
|
|
¥ |
(140 |
) |
|
|
|
|
|
¥ |
6,524 |
|
|
¥ |
(53 |
) |
|
|
|
|
|
$ |
55,289 |
|
|
$ |
(449 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options purchased to
sell foreign
currencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$/Yen |
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
233 |
|
|
¥ |
2 |
|
|
¥ |
116.38 |
|
|
$ |
1,975 |
|
|
$ |
17 |
|
Euro/Yen |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,518 |
|
|
|
5 |
|
|
|
151.80 |
|
|
|
12,864 |
|
|
|
42 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
|
|
|
¥ |
|
|
|
|
|
|
|
¥ |
1,751 |
|
|
¥ |
7 |
|
|
|
|
|
|
$ |
14,839 |
|
|
$ |
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options written to buy
foreign currencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$/Yen |
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
239 |
|
|
¥ |
(1 |
) |
|
¥ |
119.15 |
|
|
$ |
2,025 |
|
|
$ |
(8 |
) |
Euro/Yen |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,569 |
|
|
|
(18 |
) |
|
|
156.92 |
|
|
|
13,297 |
|
|
|
(153 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
|
|
|
¥ |
|
|
|
|
|
|
|
¥ |
1,808 |
|
|
¥ |
(19 |
) |
|
|
|
|
|
$ |
15,322 |
|
|
$ |
(161 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68
Item 12.
Description of Securities Other than Equity Securities
Not applicable
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None
Item 15. Controls and Procedures
A. Disclosure controls and procedures
Makita performed an evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures as of the end of the fiscal 2007. Disclosure controls and procedures (as
such term is defined in Rules 13-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended, the Exchange Act) are designed to ensure that the material financial and non-financial
information required to be disclosed in the reports that Makita files under the Exchange Act is
accumulated and communicated to its management including the chief executive officer and the
principal accounting and financial officer, to allow timely decisions regarding required
disclosure.
The Companys disclosure controls and procedures also ensure that the reports that it files or
submits under the Exchange Act are recorded, processed, summarized and reported within the time
periods specified in the Commissions rules and forms. The evaluation was performed under the
supervision of Masahiko Goto, Makitas Chief Executive Officer, President and Representative
Director and Kenichiro Nakai, Makitas Chief Financial Officer and Director. Makitas disclosure
controls and procedures are designed to provide reasonable assurance of achieving its
objectives. Managerial judgment was necessary to evaluate the cost-benefit relationship of possible
controls and procedures. Masahiko Goto and Kenichiro Nakai have concluded that Makitas disclosure
controls and procedures are effective at the reasonable assurance level.
B. Managements annual report on internal control over financial reporting
Makitas management is responsible for establishing and maintaining adequate internal control
over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f)
and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision
of, the companys principal executive and principal financial officers, or persons performing
similar functions, and effected by the companys board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. GAAP
and includes those policies and procedures that (1) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP,
and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Companys assets that could have a material effect on the financial statements.
69
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Makitas management evaluated the effectiveness of internal control over financial reporting
as of March 31, 2007. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework (the COSO criteria).
Managements assessment of the effectiveness of the Companys internal control
over financial reporting as of March 31, 2007 has been audited by KPMG AZSA & CO., an independent registered public accounting firm, as
stated in their report which is included herein.
Based on its assessment, management concluded that, as of March 31, 2007, Makitas internal
control over financial reporting was effective based on the COSO criteria.
C. Attestation report of the registered public accounting firm
Makitas independent registered public accounting firm, KPMG AZSA & CO. has issued an audit
report on managements assessment of internal control over financial reporting. This report appears
in Item 18.
D. Changes in internal control over financial reporting
There have been no changes in Makitas internal control over financial reporting
during fiscal 2007 that have materially affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.
Item 16A. Audit Committee Financial Expert
Makitas Board of Directors has determined that Akio Kondo qualifies as an audit committee
financial expert as defined by the rules of the SEC. Mr. Kondo is not independent, as that term is
defined in the listing standards of Nasdaq applicable to the Company. Mr. Kondo began his career at
Makita in 1969, and from May 1979 to June 2004 he has worked in the field of finance and
accounting. From April 1991 to September 1995, he served as an Assistant General Manager of the
Accounting & Finance Department, and from October 1995 to June 2004 he served as a General Manager
of the Accounting & Finance Department, the division responsible for Makitas consolidated
reporting. Mr. Kondo was elected as one of Makitas corporate auditors at an ordinary general
meeting of shareholders held in June 2004. See Item 6.A for additional information regarding Mr.
Kondo.
Item 16B. Code of ethics
On May 20, 2003, Makita adopted a code of ethics. On March 17, 2004, Makita amended the code of
ethics to: (1) ensure the protection of individuals who report questionable behavior to our board
of statutory auditors and (ii) clarify that waivers to its code of ethics for employees must be
requested in writing to our board of statutory auditors and for executive officers, directors and
statutory auditors can only be granted by the board of directors, only if truly necessary and
warranted, and must be promptly disclosed to shareholders.
Makitas code of ethics is publicly available on Makitas website at
www.makita.co.jp/global/company/governance01.html
If Makita makes any substantive amendments to the code of ethics or grant any waivers, including
any implicit waiver, from a provision of this code to the directors and executive officers,
including our principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, Makita will disclose the nature of
such amendment or waiver on the Companys website.
Item 16C. Principal Accountant Fees and Services
KPMG AZSA & Co. have served as our independent public accountants for each of the financial years
in the three-year period ended March 31, 2007, for which audited financial statements appear in
this annual report on Form 20-F.
70
The following table presents the aggregate fees for professional services and other services
rendered by KPMG AZSA & Co. and the various member firms of KPMG International, a Swiss Cooperative
to Makita in fiscal 2007 and fiscal 2006:
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
2006 |
|
|
2007 |
|
Audit Fees (1) |
|
¥ |
248 |
|
|
|
665 |
|
Audit- related Fees (2) |
|
|
31 |
|
|
|
6 |
|
Tax Fees (3) |
|
|
74 |
|
|
|
86 |
|
All Other Fees (4) |
|
|
71 |
|
|
|
25 |
|
|
|
|
|
|
|
|
Total |
|
¥ |
424 |
|
|
¥ |
782 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Audit Fees consist of fees billed for the professional services rendered by the Independent Registered
Public Accounting Firm for the audit of Makitas annual or interim financial statements and services
that are normally provided by the Independent Registered Public Accounting Firm in connection with
statutory and regulatory filings or engagement.
Audit fees for fiscal 2007 include the amount of 18 million yen for fiscal 2006. Audit fees for fiscal
2007 do not include 177 million yen billed by the Independent Registered Public Accounting Firm but
which Makita has not yet agreed to pay. Accordingly, the audit fees for fiscal 2007 may ultimately be
higher. |
|
(2) |
|
Audit-related Fees consist of fees billed for assurance and related services by the Independent
Registered Public Accounting Firm that are reasonably related to employee benefit plan audits, and
consultation concerning financial accounting and reporting standards. |
|
(3) |
|
Tax Fees include fees billed for the professional services rendered by the Independent Registered
Public Accounting Firm for tax compliance and transfer pricing documentation. |
|
(4) |
|
All Other Fees comprise fees for all other services not included in any of other categories noted above. |
Policy on Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting
Firm
The Board of Statutory Auditors of Makita Corporation consisting of four members, including two
outside corporate auditors, is responsible for the oversight of its Independent Registered Public
Accounting Firms work. The Board of Statutory Auditors has established Audit and Non-Audit
Services Pre-approval Policies and Procedures, effective as of August 7, 2003. The policies and
procedures stipulate three means by which audit and non-audit services may be pre-approved,
depending on the content of and the fee for the services.
Under the United States Sarbanes-Oxley Act of 2002 (the Act), the Board of Statutory Auditors is
required to pre-approve all audit and non-audit services to be provided by the Independent
Registered Public Accounting Firm to the Company in order to assure that they do not impair their
independence from the Company. To implement these provisions of the Act, the US Securities and
Exchange Commission has issued rules specifying the types of services that an Independent
Registered Public Accounting Firm may not provide to its audit client, as well as the Board of
Statutory Auditors administration of the engagement of the Independent Registered Public
Accounting Firm.
Accordingly, the Board of Statutory Auditors has adopted this Audit and Non-Audit Services
Pre-approval Policy and Procedure, which sets forth the policies, procedures and the conditions for
which such services proposed to be performed by the Independent Registered Public Accounting Firm
may be pre-approved. Under this policy, the Board of Statutory Auditors authorizes general
pre-approval of all such services, including Audit Services, Audit-related Services, Tax Services
and All other Services. Under General Pre-approval protocol, the pre-approved services do not
require specific pre-approval from the Board of Statutory Auditors or its delegated member on a
case-by-case basis.
71
The term of any general pre-approval is 12 months from the date of pre-approval, unless the Board
of Statutory Auditors considers a different period and states otherwise in the relevant appendix.
The Board of Statutory Auditors will annually review this policy, including the services that may
be provided by the Independent Registered Public Accounting Firm without obtaining specific
pre-approval from the Board of Statutory Auditors, and make any necessary or appropriate changes to
this policy. This policy is designed (1) to be detailed as to the particular services to be
provided by the independent auditor, (2) to ensure that the Board of Statutory Auditors is informed
of each service provided by the independent auditor and (3) to ensure that the policies and
procedures set forth herein do not include delegation of the Board of Statutory Auditors
responsibilities under the US Securities Exchange Act of 1934 to management. Nothing in this policy
shall be interpreted to be a delegation of the Board of Statutory Auditors responsibilities under
the Securities Exchange Act of 1934 to management of the Company.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Makita does not have an audit committee and is relying on the general exemption contained in Rule
10A-3(c)(3) under the Exchange Act, which provides and exemption from NASDAQs listing standards
relating to audit committees for foreign companies such as Makita, that has a board of corporate
auditors. Makitas reliance on Rule 10A-3(c)(3) does not, in its opinion, materially adversely
affect the ability of its board of corporate auditors to act independently and to satisfy the other
requirements of Rule 10A-3.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets out all purchases of common stock of the Company by the Company during the
fiscal year ended March 31, 2007. The Company did not resolve any repurchase plan or program by the
board of directors or Annual General Meeting of Shareholders, therefore, there is no publicly
announced plan or program regarding repurchase of common stock. The reason for these repurchases of
Common Stock is the purchase requests of holders of shares of common stock constituting less than
one full unit in accordance with the provisions of the Share Handling Regulations of the Company.
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Average Price Paid |
|
|
|
Shares Purchased |
|
|
per Share |
|
Period |
|
(shares) |
|
|
(¥) |
|
From April 1, 2006 to April 30, 2006 |
|
|
1,249 |
|
|
|
3,585 |
|
From May 1, 2006 to May 31, 2006 |
|
|
417 |
|
|
|
3,617 |
|
From June 1, 2006 to June 30, 2006 |
|
|
286 |
|
|
|
3,494 |
|
From July 1, 2006 to July 31, 2006 |
|
|
990 |
|
|
|
3,611 |
|
From August 1, 2006 to August 31, 2006 |
|
|
1,352 |
|
|
|
3,630 |
|
From September 1, 2006 to September 30, 2006 |
|
|
489 |
|
|
|
3,375 |
|
From October 1, 200 6to October 30, 2006 |
|
|
1,074 |
|
|
|
3,613 |
|
From November 1, 2006 to November 30, 2006 |
|
|
1,293 |
|
|
|
3,343 |
|
From December 1, 2006 to December 31, 2006 |
|
|
827 |
|
|
|
3,468 |
|
From January 1, 2007 to January 31, 2007 |
|
|
839 |
|
|
|
3,782 |
|
From February 1, 2007 to February 28, 2007 |
|
|
1,647 |
|
|
|
4,307 |
|
From March 1, 2007 to March 31, 2007 |
|
|
466 |
|
|
|
4,455 |
|
|
|
|
|
|
|
|
Total Number of Shares Purchased and Average Price Paid per Share |
|
|
10,929 |
|
|
|
3,709 |
|
|
|
|
|
|
|
|
PART III
Item 17. Financial Statements
We have responded to Item 18 in lieu of responding to this Item.
72
Item 18. Financial Statements
The following financial statements are filed as part of this annual report on Form 20-F.
Item 19. Exhibits
|
|
|
1.1
|
|
Articles of Incorporation, as amended and effective as of June 29, 2006
(English translation), incorporated by reference from Makitas Annual Report
on Form 20-F (Commission file no. 0-12602) filed on June 7, 2006.
|
|
|
|
1.2
|
|
Regulations of Board of Directors, as amended and effective as of June 29,
2006 (English translation), incorporated by reference from Makitas Annual
Report on Form 20-F (Commission file no. 0-12602) filed on June 7, 2006.
|
|
|
|
1.3
|
|
The Share Handling Regulations, as amended and effective as of June 29, 2006
(English translation), incorporated by reference from Makitas Annual Report
on Form 20-F (Commission file no. 0-12602) filed on June 7, 2006.
|
|
|
|
1.4
|
|
Regulations of Board of Statutory
Auditors effective as of July 7, 2006 (English translation),
incorporated by reference from Makitas Annual Report on Form 20-F (Commission file no. 0-12602) filed on June 7, 2006. |
|
|
|
12.1
|
|
302 Certification of President and Representative Director |
|
|
|
12.2
|
|
302 Certification of Director, General Manager of Administration Headquarters |
|
|
|
13.1
|
|
906 Certifications of President and Representative Director and Director,
General Manager of Administration Headquarters |
73
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and
that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
|
|
|
|
|
MAKITA CORPORATION
|
|
|
By: |
/s/ Masahiko Goto
|
|
|
Name: |
Masahiko Goto |
|
|
Title: |
President and Representative Director |
|
|
Date: September 28, 2007
74
Makita Corporation and Consolidated Subsidiaries
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
|
|
|
|
|
|
|
F-2 to F-3 |
|
|
F-4 to F-5 |
|
|
|
F-6 |
|
|
|
|
F-7 |
|
|
|
F-8 to F-9 |
|
|
F-10 to F-43 |
|
|
|
|
|
(Financial Statements of 50% or less owned persons accounted for by the equity method have been omitted
because they are not applicable.) |
|
|
|
|
|
|
|
|
|
Schedules: |
|
|
|
|
|
|
|
|
|
|
|
|
F-44 |
|
(All schedules not listed above have been omitted because they are not applicable, or are not required,
or the information has been otherwise supplied in the consolidated financial statements.)
F-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
of
Makita Corporation:
We have audited the consolidated financial statements of Makita Corporation (a Japanese
corporation) and subsidiaries as listed in the accompanying index. In connection with our audits of
the consolidated financial statements, we also have audited the financial statement schedule as
listed in the accompanying index. These consolidated financial statements and financial statement
schedule are the responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement schedule based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of March 31, 2007 and 2006, and the
results of their operations and their cash flows for each of the years in the three-year period
ended March 31, 2007, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of the Companys internal control over financial reporting
as of March 31, 2007, based on criteria established in Internal ControlIntegrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report
dated September 28, 2007 expressed an unqualified opinion on managements assessment of, and the
effective operation of, internal control over financial reporting.
The accompanying consolidated financial statements as of and for the year ended March 31, 2007 have
been translated into United States dollars solely for the convenience of the reader. We have
audited the translation and, in our opinion, the consolidated financial statements, expressed in
yen, have been translated into dollars on the basis set forth in Note 4 in the consolidated
financial statements.
/s/ KPMG AZSA & Co.
Tokyo, Japan
September 28, 2007
F-2
Report of Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders
of Makita Corporation:
We have audited managements assessment, included in the accompanying Managements Annual Report on
Internal Control over Financial Reporting that Makita Corporation (a Japanese Corporation) and
subsidiaries maintained effective internal control over financial reporting as of March 31, 2007,
based on criteria established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the effectiveness of the Companys internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that the Company maintained effective internal control over
financial reporting as of March 31, 2007, is fairly stated, in all material respects, based on
criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also, in our opinion, the Company maintained, in
all material respects, effective internal control over financial reporting as of March 31, 2007,
based on criteria established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of the Company as of March 31, 2007 and
2006, and the related consolidated statements of income, shareholders equity, and cash flows for
each of the years in the three-year period ended March 31, 2007, and our report dated September 28, 2007
expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG AZSA & Co.
Tokyo, Japan
September 28, 2007
F-3
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2006 AND 2007
A S S E T S
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
¥ |
39,054 |
|
|
¥ |
37,128 |
|
|
$ |
314,644 |
|
Time deposits |
|
|
1,845 |
|
|
|
6,866 |
|
|
|
58,186 |
|
Marketable securities |
|
|
47,773 |
|
|
|
58,217 |
|
|
|
493,364 |
|
Trade receivables-
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes |
|
|
1,936 |
|
|
|
3,125 |
|
|
|
26,483 |
|
Accounts |
|
|
46,074 |
|
|
|
54,189 |
|
|
|
459,229 |
|
Less- Allowance for doubtful receivables |
|
|
(1,016 |
) |
|
|
(869 |
) |
|
|
(7,364 |
) |
Inventories |
|
|
79,821 |
|
|
|
92,800 |
|
|
|
786,441 |
|
Deferred income taxes |
|
|
3,661 |
|
|
|
5,080 |
|
|
|
43,051 |
|
Prepaid expenses and other current assets |
|
|
8,621 |
|
|
|
9,963 |
|
|
|
84,432 |
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
227,769 |
|
|
|
266,499 |
|
|
|
2,258,466 |
|
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, AT COST: |
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
|
17,737 |
|
|
|
16,732 |
|
|
|
141,797 |
|
Buildings and improvements |
|
|
55,470 |
|
|
|
57,242 |
|
|
|
485,102 |
|
Machinery and equipment |
|
|
74,501 |
|
|
|
74,087 |
|
|
|
627,856 |
|
Construction in progress |
|
|
2,340 |
|
|
|
5,576 |
|
|
|
47,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,048 |
|
|
|
153,637 |
|
|
|
1,302,009 |
|
Less- Accumulated depreciation |
|
|
(90,845 |
) |
|
|
(90,257 |
) |
|
|
(764,890 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
59,203 |
|
|
|
63,380 |
|
|
|
537,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENTS AND OTHER ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities |
|
|
30,439 |
|
|
|
27,279 |
|
|
|
231,178 |
|
Goodwill |
|
|
779 |
|
|
|
764 |
|
|
|
6,475 |
|
Other intangible assets, net |
|
|
1,354 |
|
|
|
1,527 |
|
|
|
12,941 |
|
Deferred income taxes |
|
|
698 |
|
|
|
1,367 |
|
|
|
11,585 |
|
Other assets |
|
|
5,796 |
|
|
|
7,678 |
|
|
|
65,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,066 |
|
|
|
38,615 |
|
|
|
327,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
326,038 |
|
|
¥ |
368,494 |
|
|
$ |
3,122,831 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these balance sheets.
F-4
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2006 AND 2007
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings |
|
¥ |
1,728 |
|
|
¥ |
1,892 |
|
|
$ |
16,034 |
|
Trade notes and accounts payable |
|
|
13,908 |
|
|
|
16,025 |
|
|
|
135,805 |
|
Other payables |
|
|
5,417 |
|
|
|
6,556 |
|
|
|
55,559 |
|
Accrued expenses |
|
|
6,427 |
|
|
|
6,714 |
|
|
|
56,898 |
|
Accrued payroll |
|
|
8,224 |
|
|
|
8,571 |
|
|
|
72,636 |
|
Income taxes payable |
|
|
6,701 |
|
|
|
10,447 |
|
|
|
88,534 |
|
Deferred income taxes |
|
|
176 |
|
|
|
28 |
|
|
|
237 |
|
Other liabilities |
|
|
3,380 |
|
|
|
4,083 |
|
|
|
34,602 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
45,961 |
|
|
|
54,316 |
|
|
|
460,305 |
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term indebtedness |
|
|
104 |
|
|
|
53 |
|
|
|
449 |
|
Accrued retirement and termination benefits |
|
|
2,901 |
|
|
|
3,227 |
|
|
|
27,347 |
|
Deferred income taxes |
|
|
7,923 |
|
|
|
4,976 |
|
|
|
42,170 |
|
Other liabilities |
|
|
930 |
|
|
|
1,112 |
|
|
|
9,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,858 |
|
|
|
9,368 |
|
|
|
79,391 |
|
|
|
|
|
|
|
|
|
|
|
|
MINORITY INTERESTS |
|
|
1,635 |
|
|
|
2,135 |
|
|
|
18,093 |
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENT LIABILITIES (Note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, |
|
|
|
|
|
|
|
|
|
|
|
|
Authorized - 496,000,000 shares in 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
496,000,000 shares in 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Issued and outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
- 144,008,760 shares and 143,711,766
shares, respectively in 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
144,008,760 shares and 143,701,279
shares, respectively in 2007 |
|
|
23,805 |
|
|
|
23,805 |
|
|
|
201,737 |
|
Additional paid-in capital |
|
|
45,437 |
|
|
|
45,437 |
|
|
|
385,059 |
|
Legal reserve |
|
|
5,669 |
|
|
|
5,669 |
|
|
|
48,042 |
|
Retained earnings |
|
|
186,586 |
|
|
|
215,365 |
|
|
|
1,825,127 |
|
Accumulated other comprehensive income |
|
|
5,345 |
|
|
|
12,697 |
|
|
|
107,602 |
|
Treasury stock, at cost: - 296,994 shares in 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
307,481 shares in 2007 |
|
|
(258 |
) |
|
|
(298 |
) |
|
|
(2,525 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
266,584 |
|
|
|
302,675 |
|
|
|
2,565,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
326,038 |
|
|
¥ |
368,494 |
|
|
$ |
3,122,831 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these balance sheets.
F-5
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED MARCH 31, 2005, 2006 AND 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
NET SALES |
|
¥ |
194,737 |
|
|
¥ |
229,075 |
|
|
¥ |
279,933 |
|
|
$ |
2,372,314 |
|
Cost of sales |
|
|
113,323 |
|
|
|
132,897 |
|
|
|
163,909 |
|
|
|
1,389,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
81,414 |
|
|
|
96,178 |
|
|
|
116,024 |
|
|
|
983,254 |
|
Selling, general and administrative expenses |
|
|
52,646 |
|
|
|
58,726 |
|
|
|
66,802 |
|
|
|
566,118 |
|
Losses (gains) on disposals or sales of property, plant and
equipment, net |
|
|
1,234 |
|
|
|
(8,326 |
) |
|
|
(249 |
) |
|
|
(2,110 |
) |
Impairment of long-lived assets |
|
|
577 |
|
|
|
|
|
|
|
1,295 |
|
|
|
10,975 |
|
Transfer to the government of the substitutional portion of
pension plan |
|
|
(4,441 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
|
31,398 |
|
|
|
45,778 |
|
|
|
48,176 |
|
|
|
408,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income |
|
|
1,157 |
|
|
|
1,301 |
|
|
|
1,364 |
|
|
|
11,559 |
|
Interest expenses |
|
|
(588 |
) |
|
|
(364 |
) |
|
|
(316 |
) |
|
|
(2,678 |
) |
Exchange gains (losses) on foreign currency transactions, net |
|
|
37 |
|
|
|
(258 |
) |
|
|
(418 |
) |
|
|
(3,542 |
) |
Realized gains on securities, net |
|
|
453 |
|
|
|
2,918 |
|
|
|
918 |
|
|
|
7,780 |
|
Other, net |
|
|
161 |
|
|
|
(232 |
) |
|
|
(401 |
) |
|
|
(3,398 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,220 |
|
|
|
3,365 |
|
|
|
1,147 |
|
|
|
9,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES |
|
|
32,618 |
|
|
|
49,143 |
|
|
|
49,323 |
|
|
|
417,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
10,071 |
|
|
|
9,365 |
|
|
|
16,486 |
|
|
|
139,712 |
|
Deferred |
|
|
411 |
|
|
|
(633 |
) |
|
|
(4,134 |
) |
|
|
(35,034 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
10,482 |
|
|
|
8,732 |
|
|
|
12,352 |
|
|
|
104,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
¥ |
22,136 |
|
|
¥ |
40,411 |
|
|
¥ |
36,971 |
|
|
$ |
313,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
PER SHARE OF COMMON STOCK AND ADS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
¥ |
153.9 |
|
|
¥ |
281.1 |
|
|
¥ |
257.3 |
|
|
$ |
2.18 |
|
Diluted |
|
|
148.8 |
|
|
|
281.1 |
|
|
|
257.3 |
|
|
|
2.18 |
|
Cash dividends paid for the year |
|
|
24.0 |
|
|
|
55.0 |
|
|
|
57.0 |
|
|
|
0.48 |
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-6
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE YEARS ENDED MARCH 31, 2005, 2006 AND 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
COMMON STOCK: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
23,803 |
|
|
¥ |
23,805 |
|
|
¥ |
23,805 |
|
|
$ |
201,737 |
|
Conversion of convertible bonds; 1,768 shares in 2005 |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
23,805 |
|
|
¥ |
23,805 |
|
|
¥ |
23,805 |
|
|
$ |
201,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADDITIONAL PAID-IN CAPITAL: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
45,421 |
|
|
¥ |
45,430 |
|
|
¥ |
45,437 |
|
|
$ |
385,059 |
|
Conversion of convertible bonds |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sales of treasury stock |
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
45,430 |
|
|
¥ |
45,437 |
|
|
¥ |
45,437 |
|
|
$ |
385,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LEGAL RESERVE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
5,669 |
|
|
¥ |
5,669 |
|
|
¥ |
5,669 |
|
|
$ |
48,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
5,669 |
|
|
¥ |
5,669 |
|
|
¥ |
5,669 |
|
|
$ |
48,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RETAINED EARNINGS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
138,819 |
|
|
¥ |
157,502 |
|
|
¥ |
186,586 |
|
|
$ |
1,581,237 |
|
Net income |
|
|
22,136 |
|
|
|
40,411 |
|
|
|
36,971 |
|
|
|
313,314 |
|
Cash dividends |
|
|
(3,453 |
) |
|
|
(7,907 |
) |
|
|
(8,192 |
) |
|
|
(69,424 |
) |
Retirement of treasury stock |
|
|
|
|
|
|
(3,420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
157,502 |
|
|
¥ |
186,586 |
|
|
¥ |
215,365 |
|
|
$ |
1,825,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF
TAX: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
(17,048 |
) |
|
¥ |
(9,249 |
) |
|
¥ |
5,345 |
|
|
$ |
45,297 |
|
Other comprehensive income for the year |
|
|
7,799 |
|
|
|
14,594 |
|
|
|
7,515 |
|
|
|
63,686 |
|
Adjustment to initially apply SFAS No.158, net of tax |
|
|
|
|
|
|
|
|
|
|
(163 |
) |
|
|
(1,381 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
(9,249 |
) |
|
¥ |
5,345 |
|
|
¥ |
12,697 |
|
|
$ |
107,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TREASURY STOCK: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
(3,316 |
) |
|
¥ |
(3,517 |
) |
|
¥ |
(258 |
) |
|
$ |
(2,186 |
) |
Purchases |
|
|
(208 |
) |
|
|
(164 |
) |
|
|
(40 |
) |
|
|
(339 |
) |
Retirement and sales |
|
|
7 |
|
|
|
3,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
(3,517 |
) |
|
¥ |
(258 |
) |
|
¥ |
(298 |
) |
|
$ |
(2,525 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
DISCLOSURE OF COMPREHENSIVE INCOME: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year |
|
¥ |
22,136 |
|
|
¥ |
40,411 |
|
|
¥ |
36,971 |
|
|
$ |
313,314 |
|
Other comprehensive income for the year |
|
|
7,799 |
|
|
|
14,594 |
|
|
|
7,515 |
|
|
|
63,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
¥ |
29,935 |
|
|
¥ |
55,005 |
|
|
¥ |
44,486 |
|
|
$ |
377,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-7
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2005, 2006 AND 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
¥ |
22,136 |
|
|
¥ |
40,411 |
|
|
¥ |
36,971 |
|
|
$ |
313,314 |
|
Adjustments to reconcile net income to net cash provided by
operating activities-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
5,381 |
|
|
|
5,922 |
|
|
|
8,773 |
|
|
|
74,347 |
|
Deferred income taxes |
|
|
411 |
|
|
|
(633 |
) |
|
|
(4,134 |
) |
|
|
(35,034 |
) |
Realized gains on securities, net |
|
|
(453 |
) |
|
|
(2,918 |
) |
|
|
(918 |
) |
|
|
(7,780 |
) |
Losses (gains) on disposals or sales of property, plant and
equipment, net |
|
|
1,234 |
|
|
|
(8,326 |
) |
|
|
(249 |
) |
|
|
(2,110 |
) |
Impairment of long-lived assets |
|
|
577 |
|
|
|
|
|
|
|
1,295 |
|
|
|
10,975 |
|
Changes in assets and liabilities-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
(1,995 |
) |
|
|
(5,011 |
) |
|
|
(6,398 |
) |
|
|
(54,220 |
) |
Inventories |
|
|
(9,203 |
) |
|
|
(8,646 |
) |
|
|
(7,979 |
) |
|
|
(67,619 |
) |
Trade notes and accounts payables and accrued expenses |
|
|
3,069 |
|
|
|
5,121 |
|
|
|
4,055 |
|
|
|
34,364 |
|
Income taxes payable |
|
|
(770 |
) |
|
|
272 |
|
|
|
2,198 |
|
|
|
18,627 |
|
Accrued retirement and termination benefits |
|
|
(4,900 |
) |
|
|
(346 |
) |
|
|
(1,702 |
) |
|
|
(14,424 |
) |
Other, net |
|
|
1,355 |
|
|
|
(779 |
) |
|
|
448 |
|
|
|
3,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
16,842 |
|
|
|
25,067 |
|
|
|
32,360 |
|
|
|
274,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(6,655 |
) |
|
|
(11,383 |
) |
|
|
(12,980 |
) |
|
|
(110,000 |
) |
Purchases of available-for-sale securities |
|
|
(20,091 |
) |
|
|
(19,449 |
) |
|
|
(26,798 |
) |
|
|
(227,102 |
) |
Purchases of held-to-maturity securities |
|
|
(1,753 |
) |
|
|
(1,799 |
) |
|
|
(499 |
) |
|
|
(4,229 |
) |
Proceeds from sales of available-for-sale securities |
|
|
2,422 |
|
|
|
16,750 |
|
|
|
6,635 |
|
|
|
56,229 |
|
Proceeds from maturities of available-for-sale securities |
|
|
12,250 |
|
|
|
17,400 |
|
|
|
10,476 |
|
|
|
88,780 |
|
Proceeds from maturities of held-to-maturity securities |
|
|
13,510 |
|
|
|
200 |
|
|
|
1,500 |
|
|
|
12,712 |
|
Proceeds from sales of property, plant and equipment |
|
|
320 |
|
|
|
1,012 |
|
|
|
739 |
|
|
|
6,263 |
|
Decrease (increase) in time deposits |
|
|
(38 |
) |
|
|
6,514 |
|
|
|
(5,035 |
) |
|
|
(42,669 |
) |
Cash paid for acquisition of business, net of cash acquired |
|
|
|
|
|
|
(1,204 |
) |
|
|
(649 |
) |
|
|
(5,500 |
) |
Other, net |
|
|
189 |
|
|
|
(386 |
) |
|
|
(665 |
) |
|
|
(5,637 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
154 |
|
|
|
7,655 |
|
|
|
(27,276 |
) |
|
|
(231,153 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in short-term borrowings |
|
|
693 |
|
|
|
1,073 |
|
|
|
135 |
|
|
|
1,144 |
|
Redemption of bonds |
|
|
(12,990 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of long-term indebtedness |
|
|
|
|
|
|
(6,150 |
) |
|
|
|
|
|
|
|
|
Repayment of club members deposits |
|
|
(209 |
) |
|
|
(6,375 |
) |
|
|
|
|
|
|
|
|
Purchases of treasury stock, net |
|
|
(194 |
) |
|
|
(154 |
) |
|
|
(40 |
) |
|
|
(339 |
) |
Cash dividends paid |
|
|
(3,453 |
) |
|
|
(7,907 |
) |
|
|
(8,192 |
) |
|
|
(69,424 |
) |
Other, net |
|
|
(24 |
) |
|
|
(35 |
) |
|
|
(210 |
) |
|
|
(1,779 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(16,177 |
) |
|
|
(19,548 |
) |
|
|
(8,307 |
) |
|
|
(70,398 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-8
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2005, 2006 AND 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
(millions) |
|
|
(thousands) |
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS |
|
¥ |
(11 |
) |
|
¥ |
496 |
|
¥ |
1,297 |
|
|
$ |
10,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
|
808 |
|
|
|
13,670 |
|
|
(1,926 |
) |
|
|
(16,322 |
) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
|
|
24,576 |
|
|
|
25,384 |
|
|
39,054 |
|
|
|
330,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
, |
|
CASH AND CASH EQUIVALENTS, END OF YEAR |
|
¥ |
25,384 |
|
|
¥ |
39,054 |
|
¥ |
37,128 |
|
|
$ |
314,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
¥ |
593 |
|
|
¥ |
458 |
|
¥ |
316 |
|
|
$ |
2,678 |
|
Income taxes |
|
|
10,841 |
|
|
|
9,093 |
|
|
14,289 |
|
|
|
121,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount due seller in connection with business acquisition |
|
¥ |
|
|
|
¥ |
649 |
|
¥ |
|
|
|
$ |
|
|
Release from obligation for club members deposits |
|
|
|
|
|
|
6,461 |
|
|
|
|
|
|
|
|
Reduction of short-term borrowings and long-term
indebtedness by disposal of a subsidiary |
|
|
|
|
|
|
2,177 |
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-9
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. |
|
DESCRIPTION OF BUSINESS |
|
|
|
Makita Corporation (the Company) is a recognized leader in the manufacture and sale power
tools. The Company and its consolidated subsidiaries main products include drills, rotary hammers,
demolition hammers, grinders and cordless impact drivers. The Company and its consolidated
subsidiaries (collectively Makita) also manufacture and sell pneumatic tools and garden tools. |
|
|
|
Domestic sales in Japan are made by the Company, while overseas sales are made almost entirely
through sales subsidiaries and distributors under the Makita or Maktec brand name. Approximately
83.3% of consolidated net sales for the year ended March 31, 2007, were generated from customers
outside Japan, with 44.3% from Europe, 18.4% from North America and 20.6% from Asia and other
areas. |
|
|
|
Makitas manufacturing and assembly operations are conducted primarily at three plants in
Japan and eight plants overseas, located in the United States, Germany, the United Kingdom, Brazil,
China (two plants), Canada and Romania. |
|
2. |
|
BASIS OF PRESENTING FINANCIAL STATEMENTS |
|
|
|
The books of the Company and its domestic subsidiaries are maintained in conformity with
Japanese accounting principles, while foreign subsidiaries maintain their books in conformity with
the standards of their countries of domicile. |
|
|
|
The accompanying consolidated financial statements reflect all necessary adjustments, not
recorded in the Companys and its consolidated subsidiaries books, to present them in conformity
with U.S. generally accepted accounting principles (U.S. GAAP). |
|
3. |
|
SIGNIFICANT ACCOUNTING AND REPORTING POLICIES |
|
(a) |
|
Principles of Consolidation |
|
|
|
|
The accompanying consolidated financial statements include the accounts of the Company, all of
its majority owned subsidiaries and those variable interest entities where Makita is the primary
beneficiary under Financial Accounting Standards Board (FASB) Interpretation No. 46 (revised
December 2003) (FIN 46R), Consolidation of Variable Interest Entities. All significant
inter-company balances and transactions have been eliminated in consolidation. Makita does not have
any consolidated variable interest entities as set out in FIN 46R. |
|
|
(b) |
|
Foreign Currency Translation |
|
|
|
|
Under the provisions of Statement of Financial Accounting Standards (SFAS) No. 52, Foreign
Currency Translation, overseas subsidiaries assets and liabilities denominated in their local
foreign currencies are translated at the exchange rate in effect at each fiscal year-end and income
and expenses are translated at the average rates of exchange prevailing during each fiscal year.
The local currencies of the overseas subsidiaries are regarded as their functional currencies. The
resulting currency translation adjustments are included in accumulated other comprehensive income
in shareholders equity. |
F-10
|
|
|
Gains and losses resulting from all foreign currency transactions, including foreign exchange
contracts, and translation of receivables and payables denominated in foreign currencies are
included in other income (expenses). |
|
|
(c) |
|
Cash equivalents |
|
|
|
|
For purposes of the consolidated balance sheets and the consolidated statements of cash flows,
Makita considers highly liquid investments such as time deposits with an original maturity of three
months or less at the date of purchase to be cash equivalents. |
|
|
(d) |
|
Marketable and Investment Securities |
|
|
|
|
Makita accounts for marketable and investment securities in accordance with SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, which requires all investments
in debt and marketable equity securities to be classified as either trading, available-for-sale
securities or held-to-maturity securities. Makita classifies investments in debt and marketable
equity securities as available-for-sale or held-to-maturity securities. Makita does not hold any
marketable and investment securities, which are bought and held primarily for the purpose of sale
in the near term. |
|
|
|
|
Except for non-marketable equity securities, available-for-sale securities are reported at
fair value, and unrealized gains or losses are recorded as a separate component of accumulated
other comprehensive income, net of applicable income taxes. Non-marketable equity securities are
carried at cost and reviewed periodically for impairment. Held-to-maturity securities are reported
at amortized cost, adjusted for the amortization or accretion of premiums or discounts. |
|
|
|
|
A decline in fair value of any available-for-sale or held-to-maturity security below the
amortized cost basis that is deemed to be other-than-temporary results in a write-down of the
amortized cost basis to the fair value as a new cost basis and the amount of the write-down is
included in earnings. |
|
|
|
|
Available-for-sale securities are periodically reviewed for other-than-temporary declines on
criteria that include the length and magnitude of decline, the financial condition and prospects of
the issuer, Makitas intent and ability to retain the investment for a period of time to allow for
recovery in market value and other relevant factors. |
|
|
|
|
Held-to-maturity securities are periodically evaluated for possible impairment by taking into
consideration the financial condition, business prospects and credit worthiness of the issuer.
Impairment is measured based on the amount by which the carrying amount of the investment exceeds
its fair value. Fair value is determined based on quoted market prices or other valuation
techniques as appropriate. |
|
|
|
|
Makita classifies marketable securities, which are available for current operations, in
current assets. Other investments are classified as investment securities as a part of non-current
investments and other assets in the consolidated balance sheets. |
|
|
|
|
The cost of a security sold or the amount reclassified out of accumulated other comprehensive
income into earnings is determined by the average cost method. |
F-11
|
(e) |
|
Allowance for Doubtful Receivables |
|
|
|
|
Allowance for doubtful receivables represents the Makitas best estimate of the amount of
probable credit losses in its existing receivables. The allowance is determined based on, but is
not limited to, historical collection experience adjusted for the effects of the current economic
environment, assessment of inherent risks, aging and financial performance. Account balances are
charged off against the allowance after all means of collection have been exhausted and the
potentiality for recovery is considered remote. |
|
|
(f) |
|
Inventories |
|
|
|
|
Inventory costs include raw materials, labor and manufacturing overheads. Inventories are
valued at the lower of cost or market price, with cost determined principally based on the average
cost method. Makita estimates the obsolescence of inventory based on the difference between the
cost of inventory and its estimated market value reflecting certain assumptions about anticipated
future demand. The carrying value of inventory is then reduced to account for such obsolescence.
Once inventory items are written-down or written-off, such items are not written-up subsequently.
All existing and anticipated modifications to product models are evaluated against on-hand
inventories, and are adjusted for potential obsolescence. |
|
|
(g) |
|
Property, Plant and Equipment and Depreciation |
|
|
|
|
For the Company, depreciation of property, plant and equipment is computed principally by
using the declining-balance method over the estimated useful lives. Most of the consolidated
subsidiaries have adopted the straight-line method for computing depreciation. The depreciation
period generally ranges from 10 years to 60 years for buildings and improvements and from 3 years
to 20 years for machinery and equipment. The cost and accumulated depreciation and amortization
applicable to assets retired are removed from the accounts and any resulting gain or loss is
recognized. Betterments, renewals and extraordinary repairs that extend the life of the assets are
capitalized. Other maintenance and repair costs are expensed as incurred. |
|
|
|
|
Depreciation expense for the years ended March 31, 2005, 2006 and 2007 amounted to ¥5,175
million, ¥5,710 million and ¥8,495 million ($71,992 thousand), respectively, which included
amortization of capitalized lease equipment. |
|
|
|
|
Certain leased buildings, improvements, machinery and equipment are accounted for as capital
leases in conformity with SFAS No. 13, Accounting for Leases. The aggregate cost included in
property, plant and equipment and related accumulated amortization as of March 31, 2006 and 2007,
was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Aggregate cost |
|
¥ |
656 |
|
|
¥ |
348 |
|
|
$ |
2,949 |
|
Accumulated amortization |
|
|
510 |
|
|
|
220 |
|
|
|
1,864 |
|
F-12
|
(h) |
|
Goodwill and Other Intangible Assets |
|
|
|
|
Makita follows the provisions of SFAS No. 141 Business Combinations and SFAS No. 142
Goodwill and Other Intangible Assets. SFAS No. 141 requires the use of only the purchase method
of accounting for business combinations and refines the definition of intangible assets acquired in
a purchase business combination. SFAS No. 142 eliminates the amortization of goodwill and instead
requires annual impairment testing thereof. SFAS No. 142 also requires acquired intangible assets
with a definite useful life to be amortized over their respective estimated useful lives and
reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets. Any acquired intangible asset determined to have an indefinite useful life
is not amortized, but instead is tested for impairment based on its fair value until its life would
be determined to be no longer indefinite. In connection with the impairment evaluation, SFAS No.
142 requires Makita to perform an assessment of whether there is an indication that goodwill is
impaired. To accomplish this, Makita identifies its reporting units, determines the carrying value
of each reporting unit by assigning the assets and liabilities, including existing goodwill and
intangible assets to those reporting units, and determines the fair value of each reporting unit. |
|
|
(i) |
|
Environmental Liabilities |
|
|
|
|
Liabilities for environmental remediation and other environmental costs, if any, are accrued
when environmental assessments or remedial efforts are probable and the costs can be reasonably
estimated. Such liabilities are adjusted as further information develops or circumstances change.
Costs of future obligations are not discounted to their present values. |
|
|
(j) |
|
Research and Development Costs and Advertising Costs |
|
|
|
|
Research and development costs, included in selling, general and administrative expenses in
the consolidated statements of income, are expensed as incurred and totaled ¥4,446 million, ¥4,826
million and ¥5,460 million ($46,271 thousand) for the years ended March 31, 2005, 2006 and 2007,
respectively. |
|
|
|
|
Advertising costs are also expensed as incurred and totaled ¥4,381 million, ¥5,138 million and
¥6,002 million ($50,864 thousand) for the years ended March 31, 2005, 2006 and 2007, respectively. |
|
|
(k) |
|
Shipping and Handling Costs |
|
|
|
|
Shipping and handling costs, which mainly include transportation to customers, are included in
selling, general and administrative expenses in the consolidated statements of income. Shipping and
handling costs were ¥5,305 million, ¥6,774 million and ¥7,637 million ($64,720 thousand) for the
years ended March 31, 2005, 2006 and 2007, respectively. |
|
|
(l) |
|
Income Taxes |
|
|
|
|
Makita accounts for income taxes in accordance with the provision of SFAS No. 109, Accounting
for Income Taxes, which requires an asset and liability approach for financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and operating loss
carryforwards. Deferred income tax assets and liabilities are measured using the enacted tax rates
expected to apply to taxable income in the years the temporary differences and carryforwards are
expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the enactment date. |
|
|
(m) |
|
Product Warranties |
|
|
|
|
A liability for the estimated product warranty related cost is established at the time revenue
is recognized and is included in accrued expenses and cost of sales. Estimates for accrued product
warranty costs are primarily based on historical experience, and are affected by ongoing product
failure rates, specific product class failures outside of the baseline experience, material usage
and service delivery costs incurred in correcting a product failure.
|
F-13
|
(n) |
|
Pension Plans |
|
|
|
|
Makita accounts for pension plans in accordance with the provisions of SFAS No. 87,
Employers Accounting for Pensions. Under SFAS No. 87, changes in the amount of either the
projected benefit obligation or plan assets resulting from actual results different from that
assumed and from
changes in assumptions can result in gains and losses to be recognized in the consolidated
financial statements in the future periods. Amortization of an unrecognized net gain or loss is
included as a component of the net periodic benefit plan cost for a year if, as of the beginning of
the year, that unrecognized net gain or loss exceeds 10 percent of the greater of (1) the projected
benefit obligation or (2) the fair value of that plans assets. In such cases, the amount of
amortization recognized is the resulting excess divided by the average remaining service period of
active employees expected to receive benefits under the plan. |
|
|
|
|
On September 29, 2006, SFAS No. 158, Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans was issued. SFAS No.158 requires, among other things, the recognition
of the funded status of each defined pension benefit plan, retiree health care and other
postretirement benefit plans and postemployment benefit plans on the balance sheet. Each overfunded
plan is recognized as an asset and each underfunded plan is recognized as a liability. The initial
impact of the standard due to unrecognized prior service costs or credits and net actuarial gains
or losses as well as subsequent changes in the funded status is recognized as a component of
accumulated comprehensive income in shareholders equity. Additional minimum pension liabilities
(AML) and related intangible assets are also derecognized upon adoption of the new standard. SFAS
No.158 requires initial application for fiscal years ending after December 15, 2006. Makita adopted
SFAS 158 as of March 31, 2007. |
|
|
(o) |
|
Earnings Per Share |
|
|
|
|
Basic earnings per share is computed by dividing net income available to common shareholders
by the weighted-average number of common shares outstanding during each year. Diluted earnings per
share reflects the potential dilution computed on the basis that all convertible bonds had been
converted at the beginning of the year or at the time of issuance unless they were antidilutive. |
|
|
(p) |
|
Impairment of Long-Lived Assets |
|
|
|
|
Makita accounts for impairment of long lived assets with finite useful lives in accordance
with the provisions of SFAS No. 144. Long-lived assets, such as property, plant and equipment, and
certain intangible assets subject to amortization, are reviewed for impairment whenever events or
charges in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of
an asset to its estimated undiscounted future cash flow. An impairment charge is recognized in the
amount by which the carrying amount of the asset exceeds the fair value of the asset. The fair
value is determined by independent third party appraisal, projected discounted cash flows or other
valuation techniques as appropriate. Assets to be disposed of, if any, are separately presented in
the balance sheet and reported at the lower of the carrying amount or fair value less costs to
sell, and are no longer depreciated. |
|
|
(q) |
|
Derivative Financial Instruments |
|
|
|
|
Makita conforms to SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities as amended. Makita recognizes all derivative instruments as either assets or
liabilities in the consolidated balance sheets and measure those instruments at fair value. The
accounting for changes in the fair value of a derivative instrument depends on whether it has been
designated and qualifies as part of a hedging relationship, and on the type of hedging
relationship. |
|
|
|
|
Makita employs derivative financial instruments, including forward foreign currency exchange
contracts, foreign currency options, interest rate swaps and currency swap agreements to manage its
exposure to fluctuations in foreign currency exchange rates and interest rates. Makita does not use
derivatives for speculation or trading purpose. Changes in the fair value of derivatives are
recorded each period in current earnings depending on whether a derivative is designated as part of
a hedge transaction and the type of hedge transaction. The ineffective portion of all hedges is
recognized currently in operations. |
F-14
|
(r) |
|
Use of Estimates in the Preparation of Financial Statements |
|
|
|
|
The preparation of financial statements in conformity with U.S. GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosures of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. |
|
|
|
|
Makita has identified the following areas where it believes assumptions and estimates are
particularly critical to the consolidated financial statements. These are revenue recognition,
determination of an allowance for doubtful receivables, impairment of long-lived assets,
realizability of deferred income tax assets, the determination of unrealized losses on securities
for which the decline in market value is considered to be other than temporary, the actuarial
assumptions on retirement and termination benefit plans and valuation of inventories. |
|
|
(s) |
|
Revenue Recognition |
|
|
|
|
Makita recognizes revenue at the time of delivery or shipment when all of the following
conditions are met. (1) The sales price is fixed and determinable, (2) Collectibility is reasonably
assured, (3) The title and risk of loss pass to the customer, and (4) Payment terms are established
consistent with Makitas normal payment terms. |
|
|
|
|
Makita offers sales incentives to qualifying customers through various incentive programs.
Sales incentives primarily involve volume-based rebates, cooperative advertisings and cash
discounts, and are accounted for in accordance with the Emerging Issues Task Force Issue No. 01-9
(EITF 01-9), Accounting for Consideration by a Vendor to a Customer (including a Reseller of
vendors product). |
|
|
|
|
Volume-based rebates are provided to customers only if customers attain a pre-determined
cumulative level of revenue transactions within a specified period of one year or less. Liabilities
for volume-based rebates are recognized with a corresponding reduction of revenue for the expected
sales incentive at the time the related revenue is recognized, and are based on the estimation of
sales volume reflecting the historical performance of individual customers. |
F-15
|
|
|
Cooperative advertising is provided to certain customers as contribution or sponsored fund for
advertisements. Under cooperative advertising programs, Makita does not receive an identifiable
benefit sufficiently separable from its customers. Accordingly, cooperative advertisings are also
accounted as a reduction of revenue. |
|
|
|
|
Cash discounts are provided as a certain percentage of the invoice price as predetermined by
spot contracts or based on contractually agreed upon amounts with customers. Cash discounts are
recognized as a reduction of revenue at the time the related revenue is recognized based on
Makitas ability to reliably estimate such future discounts to be taken. Estimates of expected cash
discounts are evaluated and adjusted periodically based on actual sales transactions and historical
trend. |
|
|
|
|
When repairs are made and charged to customers, the revenue from this source is recognized
when the repairs have been completed and the item is shipped to the customer. |
|
|
(t) |
|
New Accounting Standards |
|
|
|
|
In June 2006, the FASB issued FASB Interpretation No. 48(FIN 48), Accounting for Uncertainty
in Income Taxes, an interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal periods
beginning after December 15, 2006 and is required to be adopted by Makita, in the fiscal year
beginning April 1, 2007. Makita is currently evaluating the effect that the adoption of FIN 48 will
have on its consolidated results of operations and financial condition but does not expect FIN 48
to have a material impact. |
|
|
|
|
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which provides a
definition of fair value measurements. SFAS No 157 is effective for fiscal periods beginning after
November 15, 2007 and is required to be adopted by Makita, in the fiscal year beginning April 1,
2008. Makita does not expect the adoption of SFAS No. 157 will have a material impact on its
consolidated results of operations and financial condition. |
|
|
|
|
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115, which permits an
entity to measure many financial assets and financial liabilities at fair value that are not
currently required to be measured at fair value. Entities that elect the fair value option will
report unrealized gains and losses in earnings. SFAS No 159 is effective for fiscal periods
beginning after November 15, 2007 and is required to be adopted by Makita, in the fiscal year
beginning April 1, 2008. Makita is currently evaluating the effect that the adoption of SFAS No.
159 will have on its consolidated results of operations and financial condition but does not expect
SFAS No. 159 to have a material impact. |
|
|
(u) |
|
Reclassifications |
|
|
|
|
Certain reclassifications have been made to the prior years consolidated financial statements
to conform with the presentation used for the year ended March 31, 2007 |
4. |
|
TRANSLATION OF FINANCIAL STATEMENTS |
|
|
|
Solely for the convenience of readers, the accompanying consolidated financial statement
amounts for the year ended March 31, 2007, are also presented in U.S. Dollars by arithmetically
translating all yen amounts using the approximate prevailing exchange rate at the Federal Reserve
Bank of New York of ¥118 to US$1 at March 31, 2007. This translation should not be construed as a
representation that the amounts shown could be or could have been converted into United States
dollars at the rate indicated. |
|
5. |
|
INVENTORIES |
|
|
|
Inventories as of March 31, 2006 and 2007 comprised the following:
|
F-16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Finished goods |
|
¥ |
64,121 |
|
|
¥ |
75,859 |
|
|
$ |
642,873 |
|
Work in process |
|
|
2,338 |
|
|
|
2,308 |
|
|
|
19,559 |
|
Raw materials |
|
|
13,362 |
|
|
|
14,633 |
|
|
|
124,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
79,821 |
|
|
¥ |
92,800 |
|
|
$ |
786,441 |
|
|
|
|
|
|
|
|
|
|
|
6. |
|
IMPAIRMENT OF LONG LIVED ASSETS |
|
|
|
For the year ended March 31, 2005, Makita, as part of its facilities integration and cost
cutting plans, decided to vacate a certain information technology facility. Makita classified the
related land and buildings as assets to be held and used, and recorded an impairment charge
totaling ¥577 million. The fair value of the related assets was determined by independent third
party appraisal considering the estimated net cash flows from effecting the sale to a third party
purchaser. Presently, Makita has not decided how and when to dispose of the facility. |
|
|
|
In December 2003, in connection with the evaluation of its corporate wide marketing,
promotional activities, and the cost benefit relationship, Makita made a decision to no longer
consider a golf course owned by its consolidated subsidiary, Joyama Kaihatsu, Ltd., as a corporate
asset and to curtail utilizing such golf course for promotional, entertainment and employee welfare
purposes. As a result of this decision, the company performed an impairment analysis by considering
cash flows expected to be generated from the golf course on a stand alone basis and recorded an
impairment charge totaling ¥5,996 million to reduce the carrying value to its estimated fair value,
as determined on a discounted cash flow basis for the year ended March 31, 2004. On May 7, 2005,
the Nagoya District Court confirmed a civil rehabilitation plan for Joyama Kaihatsu. On May 31,
2005, upon confirmation of the civil rehabilitation plan, Makita completed the disposition of
Joyama Kaihatsu. As a result, Makita recorded gains on disposals or sales of property, plant and
equipment of ¥8,326 million for the year ended March 31, 2006. Such gains included ¥8,479 million
of gain on sale of Makitas ownership interests of Joyama Kaihatsu to a third party. |
|
|
|
During the year ended March 31, 2007, Makita decided to transfer the manufacturing business
(stationary woodworking machines) of its consolidated subsidiary, Makita Ichinomiya Corporation, to
Makitas Okazaki plant in order to streamline the production function in Japan no later than
December 2007. Following the transfer in 2008, Makita plans to dispose of the facility. |
|
|
|
As a result of this decision, Makita performed an impairment assessment pursuant to the provisions
of SFAS No. 144 and estimated the carrying amount of the facility would not be recovered by the
future cash flows. Consequently, Makita recorded an impairment charge totaling ¥1,295 million. The
fair value of the related assets was determined by independent third party appraisal considering
the estimated net cash flows from the sale to a third party purchaser. |
|
7. |
|
MARKETABLE SECURITIES AND INVESTMENT SECURITIES |
|
|
|
Marketable securities and investment securities consisted of available-for-sale securities and
held-to-maturity securities. |
|
|
|
The cost, gross unrealized holding gains and losses, fair value and carrying amount for such
securities by major security type as of March 31, 2006 and 2007, were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
|
|
|
|
Gross Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
As of March 31, 2006 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair value |
|
|
Amount |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese and foreign government debt securities |
|
¥ |
1 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
1 |
|
|
¥ |
1 |
|
Corporate and bank debt securities |
|
|
4,376 |
|
|
|
77 |
|
|
|
78 |
|
|
|
4,375 |
|
|
|
4,375 |
|
Investments in trusts |
|
|
36,874 |
|
|
|
1,691 |
|
|
|
57 |
|
|
|
38,508 |
|
|
|
38,508 |
|
Marketable equity securities |
|
|
1,496 |
|
|
|
2,093 |
|
|
|
|
|
|
|
3,589 |
|
|
|
3,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
42,747 |
|
|
¥ |
3,861 |
|
|
¥ |
135 |
|
|
¥ |
46,473 |
|
|
¥ |
46,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
|
|
|
|
Gross Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
As of March 31, 2006 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair value |
|
|
Amount |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and bank debt securities |
|
¥ |
42 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
42 |
|
|
¥ |
42 |
|
Investments in trusts |
|
|
666 |
|
|
|
109 |
|
|
|
|
|
|
|
775 |
|
|
|
775 |
|
Marketable equity securities |
|
|
10,334 |
|
|
|
16,466 |
|
|
|
|
|
|
|
26,800 |
|
|
|
26,800 |
|
Non-marketable equity securities (carried at cost) |
|
|
572 |
|
|
|
|
|
|
|
|
|
|
|
572 |
|
|
|
572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
11,614 |
|
|
¥ |
16,575 |
|
|
¥ |
|
|
|
¥ |
28,189 |
|
|
¥ |
28,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
¥ |
1,300 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
1,300 |
|
|
¥ |
1,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
1,300 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
1,300 |
|
|
¥ |
1,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese government debt securities |
|
¥ |
300 |
|
|
¥ |
|
|
|
¥ |
3 |
|
|
¥ |
297 |
|
|
¥ |
300 |
|
Japanese corporate debt securities |
|
|
1,950 |
|
|
|
|
|
|
|
122 |
|
|
|
1,828 |
|
|
|
1,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
2,250 |
|
|
¥ |
|
|
|
¥ |
125 |
|
|
¥ |
2,125 |
|
|
¥ |
2,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total marketable securities |
|
¥ |
44,047 |
|
|
¥ |
3,861 |
|
|
¥ |
135 |
|
|
¥ |
47,773 |
|
|
¥ |
47,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
¥ |
13,864 |
|
|
¥ |
16,575 |
|
|
¥ |
125 |
|
|
¥ |
30,314 |
|
|
¥ |
30,439 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
|
|
|
|
Gross Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
As of March 31, 2007 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair value |
|
|
Amount |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign government debt securities |
|
¥ |
1 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
1 |
|
|
¥ |
1 |
|
Corporate and bank debt securities |
|
|
6,437 |
|
|
|
10 |
|
|
|
1 |
|
|
|
6,446 |
|
|
|
6,446 |
|
Investments in trusts |
|
|
45,115 |
|
|
|
2,025 |
|
|
|
64 |
|
|
|
47,076 |
|
|
|
47,076 |
|
Marketable equity securities |
|
|
1,481 |
|
|
|
1,914 |
|
|
|
|
|
|
|
3,395 |
|
|
|
3,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
53,034 |
|
|
¥ |
3,949 |
|
|
¥ |
65 |
|
|
¥ |
56,918 |
|
|
¥ |
56,918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
¥ |
720 |
|
|
¥ |
264 |
|
|
¥ |
12 |
|
|
¥ |
972 |
|
|
¥ |
972 |
|
Marketable equity securities |
|
|
10,546 |
|
|
|
13,856 |
|
|
|
12 |
|
|
|
24,390 |
|
|
|
24,390 |
|
Non-marketable equity securities (carried at cost) |
|
|
567 |
|
|
|
|
|
|
|
|
|
|
|
567 |
|
|
|
567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
11,833 |
|
|
¥ |
14,120 |
|
|
¥ |
24 |
|
|
¥ |
25,929 |
|
|
¥ |
25,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese government debt securities |
|
¥ |
299 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
299 |
|
|
¥ |
299 |
|
Japanese corporate debt securities |
|
|
1,000 |
|
|
|
|
|
|
|
1 |
|
|
|
999 |
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
1,299 |
|
|
|
|
|
|
|
1 |
|
|
|
1,298 |
|
|
|
1,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
|
1,350 |
|
|
|
|
|
|
|
107 |
|
|
|
1,243 |
|
|
|
1,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
1,350 |
|
|
¥ |
|
|
|
¥ |
107 |
|
|
¥ |
1,243 |
|
|
¥ |
1,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total marketable securities |
|
¥ |
54,333 |
|
|
¥ |
3,949 |
|
|
¥ |
66 |
|
|
¥ |
58,216 |
|
|
¥ |
58,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
¥ |
13,183 |
|
|
¥ |
14,120 |
|
|
¥ |
131 |
|
|
¥ |
27,172 |
|
|
¥ |
27,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars (thousands) |
|
|
|
|
|
|
|
Gross Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
As of March 31, 2007 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair value |
|
|
Amount |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign government debt securities |
|
$ |
8 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
8 |
|
|
$ |
8 |
|
Corporate and bank debt securities |
|
|
54,551 |
|
|
|
85 |
|
|
|
8 |
|
|
|
54,628 |
|
|
|
54,628 |
|
Investments in trusts |
|
|
382,331 |
|
|
|
17,161 |
|
|
|
543 |
|
|
|
398,949 |
|
|
|
398,949 |
|
Marketable equity securities |
|
|
12,551 |
|
|
|
16,220 |
|
|
|
|
|
|
|
28,771 |
|
|
|
28,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
449,441 |
|
|
$ |
33,466 |
|
|
$ |
551 |
|
|
$ |
482,356 |
|
|
$ |
482,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and bank debt securities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Investments in trusts |
|
|
6,102 |
|
|
|
2,237 |
|
|
|
102 |
|
|
|
8,237 |
|
|
|
8,237 |
|
Marketable equity securities |
|
|
89,373 |
|
|
|
117,424 |
|
|
|
102 |
|
|
|
206,695 |
|
|
|
206,695 |
|
Non-marketable equity securities (carried at cost) |
|
|
4,805 |
|
|
|
|
|
|
|
|
|
|
|
4,805 |
|
|
|
4,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
100,280 |
|
|
$ |
119,661 |
|
|
$ |
204 |
|
|
$ |
219,737 |
|
|
$ |
219,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese government debt securities |
|
$ |
2,534 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,534 |
|
|
$ |
2,534 |
|
Japanese corporate debt securities |
|
|
8,474 |
|
|
|
|
|
|
|
8 |
|
|
|
8,466 |
|
|
|
8,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,008 |
|
|
$ |
|
|
|
$ |
8 |
|
|
$ |
11,000 |
|
|
$ |
11,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
$ |
11,441 |
|
|
$ |
|
|
|
$ |
907 |
|
|
$ |
10,534 |
|
|
$ |
11,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,441 |
|
|
$ |
|
|
|
$ |
907 |
|
|
$ |
10,534 |
|
|
$ |
11,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total marketable securities |
|
$ |
460,449 |
|
|
$ |
33,466 |
|
|
$ |
559 |
|
|
$ |
493,356 |
|
|
$ |
493,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
$ |
111,721 |
|
|
$ |
119,661 |
|
|
$ |
1,111 |
|
|
$ |
230,271 |
|
|
$ |
231,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts represent funds deposited with trust banks in multiple investor accounts and
managed by the fund managers of the trust banks. As of March 31, 2006 and 2007, each fund consisted
of marketable equity securities and interest-bearing bonds. Non-marketable equity securities are
carried at cost and reviewed periodically for impairment. The fair value of the non-marketable
equity securities is not readily determinable.
F-20
The following table shows our investments gross unrealized holding losses and fair value,
aggregated by investment category and length of time that individual securities have been in a
continuous unrealized loss position, at March 31, 2007. The securities that are held to maturity
each have a strong credit rating and Makita has both the intent and ability to hold such
investments to maturity; therefore, Makita believes that it will not realize any losses on the
held-to-maturity securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
Less than 12 months |
|
|
12 months or more |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
Holding |
|
|
|
|
|
|
Holding |
|
As of March 31, 2007 |
|
Fair value |
|
|
Losses |
|
|
Fair value |
|
|
Losses |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and bank debt securities |
|
¥ |
3,418 |
|
|
¥ |
1 |
|
|
¥ |
|
|
|
¥ |
|
|
Investments in trusts |
|
|
2,523 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
5,941 |
|
|
¥ |
65 |
|
|
¥ |
|
|
|
¥ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
¥ |
201 |
|
|
¥ |
12 |
|
|
¥ |
|
|
|
¥ |
|
|
Marketable equity securities |
|
|
288 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
489 |
|
|
¥ |
24 |
|
|
¥ |
|
|
|
¥ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
¥ |
799 |
|
|
¥ |
1 |
|
|
¥ |
|
|
|
¥ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
799 |
|
|
¥ |
1 |
|
|
¥ |
|
|
|
¥ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
1,243 |
|
|
¥ |
107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
1,243 |
|
|
¥ |
107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars (thousands) |
|
|
|
Less than 12 months |
|
|
12 months or more |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
Holding |
|
|
|
|
|
|
Holding |
|
As of March 31, 2007 |
|
Fair value |
|
|
Losses |
|
|
Fair value |
|
|
Losses |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and bank debt securities |
|
$ |
28,966 |
|
|
$ |
8 |
|
|
$ |
|
|
|
$ |
|
|
Investments in trusts |
|
|
21,381 |
|
|
|
542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
50,347 |
|
|
$ |
550 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
$ |
1,703 |
|
|
$ |
102 |
|
|
$ |
|
|
|
$ |
|
|
Marketable equity securities |
|
|
2,441 |
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,144 |
|
|
$ |
204 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
$ |
6,771 |
|
|
$ |
8 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,771 |
|
|
$ |
8 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
$ |
|
|
|
$ |
|
|
|
$ |
10,534 |
|
|
$ |
907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
10,534 |
|
|
$ |
907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-21
Maturities of debt securities classified as available-for-sale and held-to-maturity as
of March 31, 2007, regardless of their balance sheet classification, were as follows:
Maturities of debt securities based on Cost as of March 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
U.S.Dollars (thousands) |
|
|
|
Available- |
|
|
Held-to- |
|
|
|
|
|
|
Available- |
|
|
Held-to- |
|
|
|
|
|
|
for-sale |
|
|
maturity |
|
|
Total |
|
|
for-sale |
|
|
maturity |
|
|
Total |
|
Due within one year |
|
¥ |
5,025 |
|
|
¥ |
1,299 |
|
|
¥ |
6,324 |
|
|
$ |
42,585 |
|
|
$ |
11,008 |
|
|
$ |
53,593 |
|
Due after one to five years |
|
|
1 |
|
|
|
750 |
|
|
|
751 |
|
|
|
8 |
|
|
|
6,356 |
|
|
|
6,364 |
|
Due after five to ten years |
|
|
95 |
|
|
|
|
|
|
|
95 |
|
|
|
805 |
|
|
|
|
|
|
|
805 |
|
Due after ten years |
|
|
1,317 |
|
|
|
600 |
|
|
|
1,917 |
|
|
|
11,161 |
|
|
|
5,085 |
|
|
|
16,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
6,438 |
|
|
¥ |
2,649 |
|
|
¥ |
9,087 |
|
|
$ |
54,559 |
|
|
$ |
22,449 |
|
|
$ |
77,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities of debt securities based on Fair Value as of March 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
U.S.Dollars (thousands) |
|
|
|
Available- |
|
|
Held-to- |
|
|
|
|
|
|
Available- |
|
|
Held-to- |
|
|
|
|
|
|
for-sale |
|
|
maturity |
|
|
Total |
|
|
for-sale |
|
|
maturity |
|
|
Total |
|
Due within one year |
|
¥ |
5,024 |
|
|
¥ |
1,298 |
|
|
¥ |
6,322 |
|
|
$ |
42,576 |
|
|
$ |
11,000 |
|
|
$ |
53,576 |
|
Due after one to five years |
|
|
1 |
|
|
|
742 |
|
|
|
743 |
|
|
|
8 |
|
|
|
6,288 |
|
|
|
6,296 |
|
Due after five to ten years |
|
|
97 |
|
|
|
|
|
|
|
97 |
|
|
|
822 |
|
|
|
|
|
|
|
822 |
|
Due after ten years |
|
|
1,325 |
|
|
|
501 |
|
|
|
1,826 |
|
|
|
11,230 |
|
|
|
4,246 |
|
|
|
15,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
6,447 |
|
|
¥ |
2,541 |
|
|
¥ |
8,988 |
|
|
$ |
54,636 |
|
|
$ |
21,534 |
|
|
$ |
76,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains on sales of marketable securities and investment securities for the years
ended March 31, 2005, 2006 and 2007 amounted to ¥543 million and ¥437 million and ¥1,096 million
($9,288 thousand), respectively. Effective October 1, 2005, UFJ Holdings Co., Ltd., and Mitsubishi
Tokyo Financial Group Co., Ltd., completed a merger in which, the shares of common stock owned by
the Company in UFJ Holdings were exchanged for shares of common stock of the newly merged entity,
Mitsubishi UFJ Financial Group Co., Ltd. As a result of this merger and common share exchange, the
Company realized a gain on securities of ¥2,528 million for the year ended March 31, 2006. Gross
realized losses, which included the gross realized losses considered as other than temporary,
during the years ended March 31, 2005, 2006 and 2007 amounted to ¥90 million, ¥47 million and ¥178
million ($1,508 thousand), respectively. The cost of the securities sold was computed based on the
average cost of all the shares of each such security held at the time of sale. Gross unrealized
losses on marketable securities and investment securities of which declines in market value are
considered to be other than temporary were charged to earnings as realized losses on securities,
amounting to ¥82 million, ¥47 million and ¥159 million ($1,347 thousand) for the years ended March
31, 2005, 2006 and 2007, respectively. Proceeds from the sales and maturities of available-for-sale
securities were ¥14,672 million, ¥34,150 million and ¥17,111 million ($145,008 thousand) for the
years ended March 31, 2005, 2006 and 2007, respectively. Proceeds from maturities of the
held-to-maturity securities were ¥13,510 million, ¥200 million and ¥1,500 million ($12,712
thousand) for the years ended March 31, 2005, 2006 and 2007, respectively.
F-22
8. |
|
ACQUISITIONS |
|
|
|
To strengthen its position in the automatic nailer business as a comprehensive supplier of
tools for professional use, Makita acquired the automatic nailer business of Kanematsu-NNK
Corporation (the Business) on January 1, 2006 for total cash consideration of ¥1,853 million
including direct acquisition costs of which, ¥649 million was paid in April 2006 and included in
other payables in the accompanying consolidated balance sheet at March 31, 2006. |
|
|
|
The Company used the purchase method of accounting to account for the acquisition of the Business.
Accordingly, the financial position and the results of the operation of the Business are included
in the accompanying consolidated financial statements from the acquisition date. The financial
position and the results of the operation of the Business are included in the Japan segment. The
Company has allocated the purchase price based on the fair value of the tangible and intangible
assets acquired and liabilities assumed. The excess of purchase price compared to the fair value of
the net assets acquired (the Goodwill) was ¥793 million. Makita presented the goodwill of ¥779
million and ¥764 million ($6,475 thousand) in the accompanying consolidated balance sheets as of
March 31,2006 and 2007, respectively. The Goodwill is amortized and deductible for Japanese tax
purpose. |
|
|
|
In connection with this acquisition, intangible assets of the Business comprised patents of ¥179
million ($1,516 thousand), which were estimated to have a remaining useful life of 8 years, and
customer relationships of ¥135 million ($1,144 thousand), which were estimated to have a remaining
useful life of 10 years. These assets were recorded and presented as other intangible assets, net
in the accompanying consolidated balance sheets. |
|
9. |
|
INCOME TAXES |
|
|
|
Income before income taxes and the provision for income taxes for the years ended March 31,
2005, 2006 and 2007 were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Income before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
¥ |
15,837 |
|
|
¥ |
26,895 |
|
|
¥ |
16,341 |
|
|
$ |
138,483 |
|
Foreign |
|
|
16,781 |
|
|
|
22,248 |
|
|
|
32,982 |
|
|
|
279,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
32,618 |
|
|
¥ |
49,143 |
|
|
¥ |
49,323 |
|
|
$ |
417,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
¥ |
5,121 |
|
|
¥ |
3,171 |
|
|
¥ |
8,366 |
|
|
$ |
70,898 |
|
Foreign |
|
|
4,950 |
|
|
|
6,194 |
|
|
|
8,120 |
|
|
|
68,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,071 |
|
|
|
9,365 |
|
|
|
16,486 |
|
|
|
139,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
|
589 |
|
|
|
(166 |
) |
|
|
(2,453 |
) |
|
|
(20,788 |
) |
Foreign |
|
|
(178 |
) |
|
|
(467 |
) |
|
|
(1,681 |
) |
|
|
(14,246 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
411 |
|
|
|
(633 |
) |
|
|
(4,134 |
) |
|
|
(35,034 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated provision for income taxes |
|
¥ |
10,482 |
|
|
¥ |
8,732 |
|
|
¥ |
12,352 |
|
|
$ |
104,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-23
Total income taxes were allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Provision for income taxes |
|
¥ |
10,482 |
|
|
¥ |
8,732 |
|
|
¥ |
12,352 |
|
|
$ |
104,678 |
|
Shareholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
945 |
|
|
|
272 |
|
|
|
93 |
|
|
|
788 |
|
Net unrealized holding gains on
available-for-sale securities |
|
|
60 |
|
|
|
3,363 |
|
|
|
(935 |
) |
|
|
(7,923 |
) |
Minimum Pension liability adjustment |
|
|
3,403 |
|
|
|
1,360 |
|
|
|
66 |
|
|
|
559 |
|
Adjustment to initially apply SFAS
No.158 |
|
|
|
|
|
|
|
|
|
|
(110 |
) |
|
|
(932 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
14,890 |
|
|
¥ |
13,727 |
|
|
¥ |
11,466 |
|
|
$ |
97,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended March 31, 2005 and 2006, residual tax effects of ¥168 million and
¥336 million previously recorded in accumulated other comprehensive income (minimum pension
liability adjustments) were released and recorded as a reduction to income tax expense in the
consolidated statements of income as a result of the elimination of the minimum pension liability
adjustment.
The Company and its domestic subsidiaries are subject to a National Corporate tax of 30.0%, an
Inhabitant tax of approximately 5.6% and a deductible Enterprise tax of approximately 7.9%, which
in the aggregate resulted in a combined statutory income tax rate of approximately 40.3% for the
years ended March 31, 2005, 2006 and 2007.
F-24
A reconciliation of the combined statutory income tax rates to the effective income tax rates
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Combined statutory income tax rate in Japan |
|
|
40.3 |
% |
|
|
40.3 |
% |
|
|
40.3 |
% |
Non-deductible expenses |
|
|
0.6 |
|
|
|
0.6 |
|
|
|
0.8 |
|
Non-taxable dividends received |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
Change in valuation allowance |
|
|
(2.1 |
) |
|
|
(11.3 |
) |
|
|
(5.4 |
) |
Effect of changes in enacted tax rate |
|
|
(0.5 |
) |
|
|
(0.7 |
) |
|
|
|
|
Tax sparing impact |
|
|
(5.5 |
) |
|
|
(3.5 |
) |
|
|
(2.1 |
) |
Effect of the foreign tax rate differential |
|
|
(2.8 |
) |
|
|
(6.7 |
) |
|
|
(10.4 |
) |
Other, net |
|
|
2.2 |
|
|
|
(0.7 |
) |
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
32.1 |
% |
|
|
17.8 |
% |
|
|
25.0 |
% |
|
|
|
|
|
|
|
|
|
|
According to the provisions of the tax treaties which have been concluded between Japan and 15
countries, Japanese corporations can claim a tax credit against Japanese income taxes on income
earned in one of those 15 countries, even though that income is exempted from income taxes or is
reduced by special tax incentive measures in those countries, as if no special exemption or
reduction were provided. The Company applied such tax sparing mainly to China with the indicated
tax reduction effect. The effect of the tax sparing resulted in a decrease of tax expense by
¥1,790 million or 5.5%, ¥1,706 million or 3.5% and ¥1,021 million or 2.1% ($8,652 thousand) for the
years ended March 31, 2005, 2006 and 2007, respectively.
The net change in the total valuation allowance for the year ended March 31, 2005, was a
decrease of ¥617 million, which was mainly caused by the realization of benefits from net operating
losses carry forwards of certain consolidated subsidiaries. In addition to this decrease in
valuation allowance, a decrease due to tax sparing and other miscellaneous adjustments had the
effect of decreasing Makitas effective tax rate by 8.2% to the effective tax rate of 32.1% from
the statutory tax rate of 40.3% for the year ended March 31, 2005.
For the year ended March 31, 2006, following the completion of the civil rehabilitation proceedings
and the sale of the golf course, previously unrecognized deferred tax asset were realized in
connection with the gain on sale of golf course and the related valuation allowance of ¥ 5,782
million was reversed. Therefore, the total valuation allowance for the year ended March 31, 2006
was a decrease of ¥5,238 million, including the effects of translation, resulting in a reduction of
income tax expense. This decrease in valuation allowance as well as a decrease due to the tax
sparing and other miscellaneous adjustments had the effect of decreasing Makitas effective tax
rate by 22.5% to the effective rate of 17.8% from the statutory tax rate of 40.3% for the year
ended March 31, 2006.
For the year ended March 31, 2007, the Company reversed the valuation allowance on deferred tax
assets related to certain subsidiaries based on the improved results of operation and a steady
outlook for the future operations of these subsidiaries, resulting in a decrease the total
valuation allowance, including the effects of translation, by ¥2,655 million. Also, an effect of
the foreign tax rate differential of ¥5,133 million was recorded, almost half the amount was
attributable to a profit increase of subsidiaries located in China where these Chinese subsidiaries
have been granted tax holiday benefits. As a result, the effective tax rate for the year ended
March 31, 2007 was 25.0%, a decrease of 15.3% as compared with the statutory income tax rate of
40.3%, due mainly to a decrease in valuation allowance and an effect of the foreign tax rate
differential.
F-25
The significant components of deferred income tax expense attributable to income before income
taxes for the years ended March 31, 2005, 2006 and 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Deferred tax
expense
(exclusive of
the effects of
other components
below) |
|
¥ |
619 |
|
|
¥ |
(1,035 |
) |
|
¥ |
(1,467 |
) |
|
$ |
(12,432 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in beginning-of-the-year balance of the valuation
allowance for deferred tax assets |
|
|
(208 |
) |
|
|
402 |
|
|
|
(2,667 |
) |
|
|
(22,602 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
411 |
|
|
¥ |
(633 |
) |
|
¥ |
(4,134 |
) |
|
$ |
(35,034 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant components of deferred income tax assets and liabilities as of March 31, 2006 and
2007, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Deferred income tax assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities and investment securities |
|
¥ |
1,071 |
|
|
¥ |
1,039 |
|
|
$ |
8,805 |
|
Accrued retirement and termination benefits |
|
|
426 |
|
|
|
178 |
|
|
|
1,509 |
|
Inventories |
|
|
1,764 |
|
|
|
1,670 |
|
|
|
14,153 |
|
Property, plant and equipment |
|
|
1,750 |
|
|
|
3,197 |
|
|
|
27,093 |
|
Accrued payroll |
|
|
1,989 |
|
|
|
2,043 |
|
|
|
17,314 |
|
Net operating loss carryforwards |
|
|
868 |
|
|
|
772 |
|
|
|
6,542 |
|
Other |
|
|
1,153 |
|
|
|
1,105 |
|
|
|
9,364 |
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred income tax assets |
|
|
9,021 |
|
|
|
10,004 |
|
|
|
84,780 |
|
Valuation allowance |
|
|
(2,973 |
) |
|
|
(318 |
) |
|
|
(2,695 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
6,048 |
|
|
¥ |
9,686 |
|
|
$ |
82,085 |
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed earnings of overseas subsidiaries |
|
¥ |
(791 |
) |
|
¥ |
(183 |
) |
|
$ |
(1,551 |
) |
Unrealized gain on available-for-sale securities |
|
|
(8,181 |
) |
|
|
(7,245 |
) |
|
|
(61,398 |
) |
Property, plant and equipment |
|
|
(809 |
) |
|
|
(796 |
) |
|
|
(6,746 |
) |
Other |
|
|
(7 |
) |
|
|
(19 |
) |
|
|
(161 |
) |
|
|
|
|
|
|
|
|
|
|
Total gross deferred income tax liabilities |
|
¥ |
(9,788 |
) |
|
¥ |
(8,243 |
) |
|
$ |
(69,856 |
) |
|
|
|
|
|
|
|
|
|
|
Net deferred income tax liabilities |
|
¥ |
(3,740 |
) |
|
¥ |
1,443 |
|
|
$ |
12,229 |
|
|
|
|
|
|
|
|
|
|
|
Net deferred income taxes are recorded in the consolidated balance sheets as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Deferred income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
¥ |
3,661 |
|
|
¥ |
5,080 |
|
|
$ |
43,051 |
|
Investment and other assets |
|
|
698 |
|
|
|
1,367 |
|
|
|
11,585 |
|
Current liabilities |
|
|
(176 |
) |
|
|
(28 |
) |
|
|
(237 |
) |
Long-term liabilities |
|
|
(7,923 |
) |
|
|
(4,976 |
) |
|
|
(42,170 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
(3,740 |
) |
|
¥ |
1,443 |
|
|
$ |
12,229 |
|
|
|
|
|
|
|
|
|
|
|
F-26
|
|
In assessing the realizability of deferred income tax assets, Makita considers whether it is
more likely than not that some portion or all of the deferred income tax assets will not be
realized. The ultimate realization of deferred income tax assets is dependent upon the generation
of future taxable income during the periods in which those temporary differences become deductible
and net operating loss carryforwards are utilized. Makita considers the scheduled reversal of
deferred income tax liabilities, projected future taxable income, and tax planning strategies in
making this assessment. Based upon the level of historical taxable income and projections for
future taxable income over the periods in which the deferred income tax assets are deductible,
Makita believes it is more likely than not that the benefits of these deductible differences and
net operating loss carryforwards, net of the existing valuation allowance, will be realized. The
actual amount of the deferred income tax assets realizable, however, would be reduced if estimates
of future taxable income during the carryforward period were not achieved. The valuation allowance
principally relates to the tax effects of net operating losses recorded by certain subsidiaries. |
|
|
|
As of March 31, 2007, certain subsidiaries had net operating loss carryforwards for income tax
purposes of ¥4,632 million ($39,254 thousand) which are available to offset future taxable income,
if any. The net operating losses will expire as follows: |
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
Within 5 years |
|
¥ |
550 |
|
|
$ |
4,661 |
|
6 to 20 years |
|
|
2,665 |
|
|
|
22,585 |
|
Indefinite periods |
|
|
1,417 |
|
|
|
12,008 |
|
|
|
|
|
|
|
|
|
|
¥ |
4,632 |
|
|
$ |
39,254 |
|
|
|
|
|
|
|
|
|
|
Income taxes have not been accrued on undistributed earnings of domestic subsidiaries as
the tax law provides a means by which the investment in a domestic subsidiary can be recovered tax
free. |
|
|
|
Makita has not recognized deferred tax liabilities for certain portions of undistributed
earnings of foreign subsidiaries in the total amount of ¥66,331 million ($562,127 thousand) as of
March 31, 2007 because Makita considers these earnings to be indefinitely reinvested, and the
calculation of the unrecognized deferred tax liabilities is not practicable. |
|
10. |
|
RETIREMENT AND TERMINATION BENEFIT PLANS |
|
|
|
The Company and certain of its consolidated subsidiaries have various contributory and
noncontributory employee benefit plans covering substantially all of their employees. Under the
plans, employees are entitled to lump-sum payments at the time of termination or retirement, or to
pension payments. A domestic contributory plan covers substantially all of the employees of the
Company. |
|
|
|
The amounts of lump-sum or pension payments under the plans are generally determined on the
basis of length of service and remuneration at the time of termination or retirement. |
|
|
|
The following table summarizes the effect of required changes in the AML as of March 31, 2007
prior to the adoption of SFAS No.158 as well as the impact of the initial adoption of SFAS No.158. |
F-27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
Before |
|
|
|
|
|
|
After |
|
|
After |
|
|
|
Application of |
|
|
|
|
|
|
Application of |
|
|
Application of |
|
|
|
SFAS158 |
|
|
Adjustment |
|
|
SFAS158 |
|
|
SFAS158 |
|
Other assets |
|
¥ |
4,745 |
|
|
¥ |
(280 |
) |
|
¥ |
4,465 |
|
|
$ |
37,839 |
|
Other liabilities |
|
|
|
|
|
|
(171 |
) |
|
|
(171 |
) |
|
|
(1,449 |
) |
Accrued retirement and termination
benefits |
|
|
(3,405 |
) |
|
|
178 |
|
|
|
(3,227 |
) |
|
|
(27,347 |
) |
Deferred income taxes |
|
|
104 |
|
|
|
110 |
|
|
|
214 |
|
|
|
1,814 |
|
Accumulated other comprehensive loss |
|
|
184 |
|
|
|
163 |
|
|
|
347 |
|
|
|
2,941 |
|
|
|
Until June, 2004, the domestic contributory plan was composed of a corporate defined benefit
portion established by the Company and a substitutional portion based on benefits prescribed by the
Japanese government (similar to social security benefits in the United States). The Japanese
pension law was amended to permit an employer to elect to transfer the entire substitutional
portion benefit obligation from the domestic contributory plan to the government together with a
specified amount of plan assets pursuant to a government formula. |
|
|
|
The Company accounted for the transfer in accordance with EITF 03-02, Accounting for the Transfer
to the Japanese Government of the Substitutional Portion of Employee Pension Fund Liabilities. As
specified in EITF 03-02, the entire separation process is accounted for at the time of completion
of the transfer to the government of the benefit obligation and related plan assets as a settlement
in accordance with SFAS No. 88, Employers Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits. The aggregate effect of this separation was
determined based on the Companys pension benefit obligation as of the date the transfer was
completed based on the determination of plan assets required to be transferred. |
|
|
|
The Company received government approval of exemption from the obligation for benefits related
to past employee service in April 2004 with respect to the substitutional portion of its domestic
contributory plan. The transfer to the government was completed on June 28, 2004. |
|
|
|
As a result of the transfer, the Company recognized a subsidy from the Japanese government
equal to the difference between the fair value of the obligation deemed settled with the Japanese
government and the assets required to be transferred to the government in the amount of ¥ 9,128
million in the first fiscal quarter ended June 30, 2004. In addition, the Company recognized a
settlement loss equal to the amount calculated as the ratio of the obligation settled to the total
employees pension fund obligation immediately prior to the settlement, both of which exclude the
effect of future salary progression relating to the substitutional portion, times the net
unrecognized gain or loss immediately prior to the settlement, which amounted to ¥ 4,687 million.
This resulting net gain of ¥4,441 million is included in operating income for the year ended March
31, 2005. |
|
|
|
Effective April 1, 2004, the Companys employee pension plan was amended by a new defined
benefit plan that provides benefits based on length of service and other factors in a manner
similar to the predecessor defined benefit plan, however, at a reduced rate. The reduction in the
pension benefit obligation as of the effective date in the amount of ¥3,089 million was accounted
for as a negative plan amendment and is included in prior service cost which are being amortized
into net periodic pension costs over the weighted average remaining service period of the plan
participants. |
|
|
|
The net periodic pension costs (benefit) of the defined benefit plans for the years ended
March 31, 2005, 2006 and 2007 consisted of the following components: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Service cost-benefit earned during the year |
|
¥ |
1,332 |
|
|
¥ |
1,592 |
|
|
¥ |
1,611 |
|
|
$ |
13,652 |
|
Interest cost on projected benefit obligation |
|
|
852 |
|
|
|
776 |
|
|
|
804 |
|
|
|
6,814 |
|
Expected return on plan assets |
|
|
(590 |
) |
|
|
(635 |
) |
|
|
(1,268 |
) |
|
|
(10,746 |
) |
Amortization of prior service cost |
|
|
(215 |
) |
|
|
(215 |
) |
|
|
(215 |
) |
|
|
(1,822 |
) |
F-28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Amortization of net transition obligation |
|
|
39 |
|
|
|
62 |
|
|
|
37 |
|
|
|
314 |
|
Recognized actuarial loss |
|
|
518 |
|
|
|
482 |
|
|
|
428 |
|
|
|
3,627 |
|
Net gain resulting from transfer to the
government of the substitutional portion of
pension plan |
|
|
(4,441 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension costs (benefit) |
|
¥ |
(2,505 |
) |
|
¥ |
2,062 |
|
|
¥ |
1,397 |
|
|
$ |
11,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliations of beginning and ending balances of the benefit obligations and the fair
value of the plan assets are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Change in benefit obligation: |
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year |
|
¥ |
35,853 |
|
|
¥ |
37,580 |
|
|
$ |
318,475 |
|
Service cost |
|
|
1,592 |
|
|
|
1,611 |
|
|
|
13,652 |
|
Interest cost |
|
|
776 |
|
|
|
804 |
|
|
|
6,814 |
|
Curtailment |
|
|
(32 |
) |
|
|
|
|
|
|
|
|
Actuarial gains |
|
|
(239 |
) |
|
|
(1,551 |
) |
|
|
(13,144 |
) |
Business acquired |
|
|
530 |
|
|
|
|
|
|
|
|
|
Benefits paid |
|
|
(1,027 |
) |
|
|
(1,306 |
) |
|
|
(11,068 |
) |
Foreign exchange impact |
|
|
127 |
|
|
|
251 |
|
|
|
2,127 |
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at end of year |
|
|
37,580 |
|
|
|
37,389 |
|
|
|
316,856 |
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
28,289 |
|
|
|
34,922 |
|
|
|
295,949 |
|
Actual return on plan assets |
|
|
5,099 |
|
|
|
1,785 |
|
|
|
15,127 |
|
Employer contributions |
|
|
2,292 |
|
|
|
2,915 |
|
|
|
24,703 |
|
Business acquired |
|
|
131 |
|
|
|
|
|
|
|
|
|
Benefits paid |
|
|
(926 |
) |
|
|
(1,168 |
) |
|
|
(9,898 |
) |
Foreign exchange impact |
|
|
37 |
|
|
|
2 |
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
34,922 |
|
|
|
38,456 |
|
|
|
325,898 |
|
|
|
|
|
|
|
|
|
|
|
Funded status |
|
¥ |
(2,658 |
) |
|
¥ |
1,067 |
|
|
$ |
9,043 |
|
|
|
|
|
|
|
|
|
|
|
Unrecognized net actuarial loss |
|
|
5,867 |
|
|
|
|
|
|
|
|
|
Prior service cost not yet recognized in net periodic benefit cost |
|
|
(3,141 |
) |
|
|
|
|
|
|
|
|
Unrecognized net transition obligation being recognized over 19 years |
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
¥ |
146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the consolidated balance sheet consisted of; |
|
|
|
|
|
|
|
|
|
|
|
|
Accrued benefit cost |
|
¥ |
(2,901 |
) |
|
|
|
|
|
|
|
|
Prepaid benefit cost |
|
|
2,599 |
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss, before income taxes |
|
|
448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
¥ |
146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Amounts recognized in accumulated other comprehensive income
consisted of; |
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
|
|
|
|
¥ |
3,446 |
|
|
$ |
29,203 |
|
Prior service cost |
|
|
|
|
|
|
(2,926 |
) |
|
|
(24,797 |
) |
Net transition obligation being recognized over 19 years |
|
|
|
|
|
|
41 |
|
|
|
348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
561 |
|
|
$ |
4,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the consolidated balance sheet consisted of; |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
¥ |
4,465 |
|
|
$ |
37,839 |
|
Current liabilities |
|
|
|
|
|
|
(171 |
) |
|
|
(1,449 |
) |
Non-current liabilities |
|
|
|
|
|
|
(3,227 |
) |
|
|
(27,347 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
1,067 |
|
|
$ |
9,043 |
|
|
|
|
|
|
|
|
|
|
|
|
F-30
|
|
Measurement date |
|
|
|
The Company uses a March 31 measurement date for the majority of its plans. |
|
|
|
Assumptions |
|
|
|
The weighted-average assumptions used to determine benefit obligations at March 31, 2006 and 2007, were as follows: |
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Discount rate |
|
|
2.2 |
% |
|
|
2.5 |
% |
The assumed rate of increase in future compensation levels |
|
|
3.3 |
% |
|
|
3.3 |
% |
The weighted-average assumptions used to determine net periodic pension cost for each of the years in the three-year period ended March 31, 2007, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Discount rate |
|
|
2.2 |
% |
|
|
2.2 |
% |
|
|
2.2 |
% |
Assumed rate of increase in future compensation levels |
|
|
2.3 |
% |
|
|
3.3 |
% |
|
|
3.3 |
% |
Expected long-term rate of return on plan assets |
|
|
2.1 |
% |
|
|
2.3 |
% |
|
|
4.2 |
% |
|
|
Makita determines the discount rate based on long-term high quality fixed income debt securities
that have the same maturity period as the period over which pension benefits are expected to be
settled. In addition, Makita also takes into account estimates with respect to future changes that
are expected by management in the interest rates on its debt securities when determining the
discount rate. |
|
|
|
Makita determines the expected long-term rate of return on plan assets based on the expected
long-term return of the various asset categories in which the plan invests considering the current
expectations for future returns and actual historical returns. |
|
|
|
Plan Assets |
|
|
|
The benefit plan weighted-average asset allocations at March 31, 2006, and 2007, by asset
category were as follows: |
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Asset Category |
|
|
|
|
|
|
|
|
Equity securities |
|
|
54.6 |
% |
|
|
54.9 |
% |
Debt securities |
|
|
30.8 |
|
|
|
31.2 |
|
Real estate |
|
|
1.2 |
|
|
|
1.6 |
|
Life insurance company general accounts |
|
|
9.7 |
|
|
|
9.5 |
|
Other |
|
|
3.7 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
F-31
|
|
Makitas funding policy is to contribute monthly the amounts which would provide
sufficient assets for future payments of pension benefits. The plans assets are invested primarily
in marketable equity securities and interest-bearing securities. |
|
|
|
Makita determined the mix of equity securities and debt securities after taking into
consideration the expected long-term yield on pension assets. To decide whether changes in the
basic portfolio are necessary, Makita examines the divergence between the expected long-term income
and the actual income from the portfolio on an annual basis. Makita revises the portfolio when it
is deemed necessary to reach the expected long-term yield. |
|
|
|
Equity securities included common stock of Makita in the amount of ¥7 million ($59 thousand)
at March 31, 2007. |
|
|
|
Information for pension plans with an accumulated benefit obligation in excess of plan
assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Projected benefit obligation |
|
¥ |
2,548 |
|
|
¥ |
3,853 |
|
|
$ |
32,653 |
|
Accumulated benefit obligation |
|
|
2,464 |
|
|
|
3,705 |
|
|
|
31,398 |
|
Fair value of plan assets |
|
|
328 |
|
|
|
456 |
|
|
|
3,864 |
|
An accumulated benefit obligation in excess of plan assets |
|
|
2,136 |
|
|
|
3,249 |
|
|
|
27,534 |
|
Cash flows
Contributions
|
|
Makita expects to contribute ¥3,173 million ($26,890 thousand) to its domestic and foreign
defined benefit plan in the year ending March 31, 2008.
|
Estimated future benefit payments
The following benefits payments, which reflect expected future service, as appropriate, are
expected to be paid:
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
Year ending March 31, |
|
(millions) |
|
|
(thousands) |
|
2008 |
|
¥ |
2,481 |
|
|
$ |
21,025 |
|
2009 |
|
|
1,999 |
|
|
|
16,941 |
|
2010 |
|
|
1,887 |
|
|
|
15,992 |
|
2011 |
|
|
1,950 |
|
|
|
16,525 |
|
2012 |
|
|
1,838 |
|
|
|
15,576 |
|
2013-2017 |
|
|
8,803 |
|
|
|
74,602 |
|
|
|
Certain foreign subsidiaries have defined contribution plans. The total expenses charged to
income under these plans were ¥227 million, ¥216 million and ¥223 million ($1,890 thousand) for the
years ended March 31, 2005, 2006 and 2007, respectively. |
|
|
|
The Company has unfunded retirement allowance programs for the Directors and the Statutory
Auditors. Under such programs, the aggregate amount set aside as retirement allowances for the
Directors and the Statutory Auditors was ¥490 million and ¥501 million ($4,246 thousand) as of
March 31, 2006 and 2007, respectively, which is included in other liabilities in the accompanying
balance sheets. This Executive retirement and termination allowances program was abolished by the
Annual General Meeting of Shareholders held in June 2006. The aggregate amount set aside will be
paid to the Directors and the Statutory Auditors when they retire. |
F-32
11. |
|
SHORT-TERM BORROWINGS AND LONG-TERM INDEBTEDNESS |
|
|
|
As of March 31, 2006 and 2007, short-term borrowings consisted of the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Bank borrowings |
|
¥ |
1,638 |
|
|
¥ |
1,816 |
|
|
$ |
15,390 |
|
Current maturities of long-term indebtedness |
|
|
90 |
|
|
|
76 |
|
|
|
644 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
1,728 |
|
|
¥ |
1,892 |
|
|
$ |
16,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings, excluding current maturities of long-term indebtedness, amounting to ¥1,638
million and ¥1,816 million ($15,390 thousand) as of March 31, 2006 and 2007, respectively,
consisted primarily of bank borrowings of overseas subsidiaries denominated in foreign currencies.
As of March 31, 2006 and 2007, the weighted average interest rate on the borrowings was 9.8% and
12.6%, respectively. |
|
|
|
Certain subsidiaries of the Company had unused lines of credit available for immediate
short-term borrowings without restrictions amounting to ¥22,208 million and ¥18,800 million
($159,322 thousand) as of March 31, 2006 and 2007, respectively. |
|
|
|
As of March 31, 2006 and 2007, long-term indebtedness consisted of the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Capital lease obligations (see Note 3(g)) |
|
¥ |
194 |
|
|
¥ |
129 |
|
|
$ |
1,093 |
|
Less- Current maturities included in short-term borrowings |
|
|
(90 |
) |
|
|
(76 |
) |
|
|
(644 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
104 |
|
|
¥ |
53 |
|
|
$ |
449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no covenants or cross default provisions under the Makitas financing
arrangements. Furthermore, there were no subsidiary level dividend restrictions under the financing
arrangements. |
|
|
|
The aggregate annual maturities of long-term indebtedness subsequent to March 31, 2007 are as
summarized below: |
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
Year ending March 31, |
|
(millions) |
|
|
(thousands) |
|
2008 |
|
¥ |
76 |
|
|
$ |
644 |
|
2009 |
|
|
32 |
|
|
|
271 |
|
2010 |
|
|
17 |
|
|
|
144 |
|
2011 |
|
|
3 |
|
|
|
26 |
|
2012 |
|
|
1 |
|
|
|
8 |
|
2013 and thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
129 |
|
|
$ |
1,093 |
|
|
|
|
|
|
|
|
12. |
|
SHAREHOLDERS EQUITY |
|
|
|
At the annual meeting of shareholders held on June 29, 2004, the shareholders of the Company
resolved to amend the Companys Articles of Incorporation to permit the Companys Board of
Directors to authorize a purchase option of the Companys common stock. At the Board of Directors
meeting held on February 17, 2006, the
Company decided to retire treasury stock pursuant to the provisions of Article 212 of the Japanese
commercial code. 4,000,000 shares of treasury stock were retired during the fiscal year ended March
31, 2006. |
|
|
|
The Corporation Law of Japan provides that an amount equal to 10% of distributions from
retained earnings paid by the Company should be appropriated as capital reserve or earned reserve
(hereinafter called reserve). No further appropriations are required when the total amount of the
reserve exceed 25% of capital stock. |
F-33
|
|
Based on a resolution of the Board of Directors, at the annual meeting of shareholders to
be held on June 27, 2007, the shareholders will be asked to approve the declaration of a cash
dividend in the amount of ¥7,904 million, which will be paid to shareholders of record as of March
31, 2007. The declaration of this dividend has not been reflected in the consolidated financial
statements as of March 31, 2007. |
|
|
|
The amount of retained earnings available for dividends distribution is recorded in the
Companys non-consolidated books and amounted to ¥136,499 million ($1,157 thousand) as of March 31,
2007. |
13. |
|
OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
Accumulated other comprehensive income (loss) as of March 31, 2005, 2006 and 2007, were as
follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S.Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Foreign currency translation adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
(17,582 |
) |
|
¥ |
(14,486 |
) |
|
¥ |
(6,043 |
) |
|
$ |
(51,212 |
) |
Adjustments for the year |
|
|
3,096 |
|
|
|
8,443 |
|
|
|
8,807 |
|
|
|
74,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
(14,486 |
) |
|
¥ |
(6,043 |
) |
|
¥ |
2,764 |
|
|
$ |
23,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized holding gains on available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
6,592 |
|
|
¥ |
6,680 |
|
|
¥ |
11,666 |
|
|
$ |
98,865 |
|
Adjustments for the year |
|
|
88 |
|
|
|
4,986 |
|
|
|
(1,386 |
) |
|
|
(11,746 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
6,680 |
|
|
¥ |
11,666 |
|
|
¥ |
10,280 |
|
|
$ |
87,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum pension liability adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
(6,058 |
) |
|
¥ |
(1,443 |
) |
|
¥ |
(278 |
) |
|
$ |
(2,356 |
) |
Adjustments for the year |
|
|
4,615 |
|
|
|
1,165 |
|
|
|
94 |
|
|
|
797 |
|
Adjustments to initially apply SFAS No.158 |
|
|
|
|
|
|
|
|
|
|
184 |
|
|
|
1,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
(1,443 |
) |
|
¥ |
(278 |
) |
|
¥ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to initially apply SFAS No.158 |
|
|
|
|
|
|
|
|
|
|
(347 |
) |
|
|
(2,941 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
|
|
|
|
|
|
|
|
(347 |
) |
|
|
(2,941 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other accumulated comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
(17,048 |
) |
|
¥ |
(9,249 |
) |
|
¥ |
5,345 |
|
|
$ |
45,297 |
|
Adjustments for the year |
|
|
7,799 |
|
|
|
14,594 |
|
|
|
7,515 |
|
|
|
63,686 |
|
Adjustments to initially apply SFAS No.158 |
|
|
|
|
|
|
|
|
|
|
(163 |
) |
|
|
(1,381 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
(9,249 |
) |
|
¥ |
5,345 |
|
|
¥ |
12,697 |
|
|
$ |
107,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-34
|
|
Tax effects allocated to each component of other comprehensive income were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
|
|
|
|
Tax benefit |
|
|
Net of tax |
|
|
|
Pretax amount |
|
|
(expense) |
|
|
amount |
|
For the
year ended March 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
¥ |
4,041 |
|
|
¥ |
(945 |
) |
|
¥ |
3,096 |
|
Unrealized gains on available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the year |
|
|
601 |
|
|
|
(243 |
) |
|
|
358 |
|
Less- Reclassification adjustment for gains realized in net income |
|
|
(453 |
) |
|
|
183 |
|
|
|
(270 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized gains |
|
|
148 |
|
|
|
(60 |
) |
|
|
88 |
|
Minimum pension liability adjustment |
|
|
8,018 |
|
|
|
(3,403 |
) |
|
|
4,615 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
¥ |
12,207 |
|
|
¥ |
(4,408 |
) |
|
¥ |
7,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
|
|
|
|
Tax benefit |
|
|
Net of tax |
|
|
|
Pretax amount |
|
|
(expense) |
|
|
amount |
|
For the year ended March 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
¥ |
8,715 |
|
|
¥ |
(272 |
) |
|
¥ |
8,443 |
|
Unrealized holding gains on available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the year |
|
|
11,267 |
|
|
|
(4,539 |
) |
|
|
6,728 |
|
Less- Reclassification adjustment for gains realized in net income |
|
|
(2,918 |
) |
|
|
1,176 |
|
|
|
(1,742 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized gains |
|
|
8,349 |
|
|
|
(3,363 |
) |
|
|
4,986 |
|
Minimum pension liability adjustment |
|
|
2,525 |
|
|
|
(1,360 |
) |
|
|
1,165 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
¥ |
19,589 |
|
|
¥ |
(4,995 |
) |
|
¥ |
14,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
|
|
|
|
Tax benefit |
|
|
Net of tax |
|
|
|
Pretax amount |
|
|
(expense) |
|
|
amount |
|
For the year ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
¥ |
8,900 |
|
|
¥ |
(93 |
) |
|
¥ |
8,807 |
|
Unrealized holding gains on available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the year |
|
|
(1,403 |
) |
|
|
565 |
|
|
|
(838 |
) |
Less- Reclassification adjustment for gains realized in net income |
|
|
(918 |
) |
|
|
370 |
|
|
|
(548 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized gains |
|
|
(2,321 |
) |
|
|
935 |
|
|
|
(1,386 |
) |
Minimum pension liability adjustment |
|
|
160 |
|
|
|
(66 |
) |
|
|
94 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
¥ |
6,739 |
|
|
¥ |
776 |
|
|
¥ |
7,515 |
|
|
|
|
|
|
|
|
|
|
|
F-35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars (thousands) |
|
|
|
|
|
|
|
Tax benefit |
|
|
Net of tax |
|
|
|
Pretax amount |
|
|
(expense) |
|
|
amount |
|
For the year ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
$ |
75,424 |
|
|
$ |
(788 |
) |
|
$ |
74,636 |
|
Unrealized holding gains on available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during the year |
|
|
(11,889 |
) |
|
|
4,787 |
|
|
|
(7,102 |
) |
Less- Reclassification adjustment for gains realized
in net income |
|
|
(7,780 |
) |
|
|
3,136 |
|
|
|
(4,644 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized gains |
|
|
(19,669 |
) |
|
|
7,923 |
|
|
|
(11,746 |
) |
Minimum pension liability adjustment |
|
|
1,355 |
|
|
|
(559 |
) |
|
|
796 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
$ |
57,110 |
|
|
$ |
6,576 |
|
|
$ |
63,686 |
|
|
|
|
|
|
|
|
|
|
|
14. |
|
EARNINGS PER SHARE |
|
|
|
A reconciliation of the numerators and denominators of basic and diluted earnings per share
computations is as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
Numerator |
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Net income available to common
share holders Basic |
|
¥ |
22,136 |
|
|
¥ |
40,411 |
|
|
¥ |
36,971 |
|
|
$ |
313,314 |
|
Effect of dilutive common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.5% unsecured convertible
bonds, due March, 2005 |
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to
common share holders Diluted |
|
¥ |
22,253 |
|
|
¥ |
40,411 |
|
|
¥ |
36,971 |
|
|
$ |
313,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
Number of shares
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding Basic |
|
|
143,844,383 |
|
|
|
143,736,927 |
|
|
|
143,706,789 |
|
|
|
|
|
Dilutive effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.5% unsecured convertible
bonds, due and fully repaid in
March, 2005 |
|
|
5,748,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding Diluted |
|
|
149,593,310 |
|
|
|
143,736,927 |
|
|
|
143,706,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen
|
|
U.S. Dollars
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
¥ |
153.9 |
|
|
¥ |
281.1 |
|
|
¥ |
257.3 |
|
|
$ |
2.18 |
|
Diluted |
|
|
148.8 |
|
|
|
281.1 |
|
|
|
257.3 |
|
|
|
2.18 |
|
F-36
15. |
|
COMMITMENTS AND CONTINGENT LIABILITIES |
|
|
|
At March 31, 2007, the Company was contingently liable as a guarantor for housing and
education loans to employees in the amount of ¥10 million ($85 thousand). The Company will be
required to satisfy the outstanding loan commitments of certain employees in the event those
employees are not able to fulfill their repayment obligations. The fair value of the liabilities
for the Companys obligations under the guarantees described above as of March 31, 2007, was
insignificant. |
|
|
|
Makita was contingently liable for trade notes receivable discounted with banks of ¥286
million ($2,424 thousand) as of March 31, 2007 in the event notes issuers are not able to fulfill
their payment obligations. The fair value of the liabilities for the Companys obligations
described above as of March 31, 2007, was insignificant. |
|
|
|
Makitas purchase obligations, mainly for raw materials, were ¥12,383 million ($104,941
thousand) as of March 31, 2007. |
|
|
|
Makita is involved in various claims and legal actions arising in the ordinary course of
business. In the opinion of management, the ultimate disposition of these matters will not have a
material adverse effect on Makitas consolidated financial position, results of operations, or cash
flows. |
|
|
|
Makita made rental payments of ¥1,796 million, ¥1,714 million and ¥1,881 million ($15,941
thousand) under cancelable and noncancelable operating lease agreements for offices, warehouses,
automobiles and office equipment during the years ended March 31, 2005, 2006 and 2007,
respectively. The minimum rental payments required under noncancelable operating lease agreements
as of March 31, 2007, were as follows: |
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
Year ending March 31, |
|
(millions) |
|
|
(thousands) |
|
2008 |
|
¥ |
603 |
|
|
$ |
5,111 |
|
2009 |
|
|
468 |
|
|
|
3,966 |
|
2010 |
|
|
294 |
|
|
|
2,492 |
|
2011 |
|
|
203 |
|
|
|
1,720 |
|
2012 |
|
|
138 |
|
|
|
1,169 |
|
2013 and thereafter |
|
|
297 |
|
|
|
2,517 |
|
|
|
|
|
|
|
|
|
|
¥ |
2,003 |
|
|
$ |
16,975 |
|
|
|
|
|
|
|
|
F-37
|
|
Makita generally guarantees the performance of products delivered and services rendered
for a certain period or term. Estimates for product warranty cost are made based on historical
warranty claim experience. The change in accrued product warranty cost for the years ended March
31, 2005, 2006 and 2007 was summarized as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Balance at beginning of year |
|
¥ |
667 |
|
|
¥ |
804 |
|
|
¥ |
928 |
|
|
$ |
7,864 |
|
Addition |
|
|
830 |
|
|
|
853 |
|
|
|
1,476 |
|
|
|
12,509 |
|
Utilization |
|
|
(728 |
) |
|
|
(779 |
) |
|
|
(1,163 |
) |
|
|
(9,856 |
) |
Foreign exchange impact |
|
|
35 |
|
|
|
50 |
|
|
|
65 |
|
|
|
551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
¥ |
804 |
|
|
¥ |
928 |
|
|
¥ |
1,306 |
|
|
$ |
11,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16. |
|
DERIVATIVES AND HEDGING ACTIVITIES |
|
(a) |
|
Risk management policy |
|
|
|
|
Makita is exposed to market risks, such as changes in currency exchange rates and interest
rates. Derivative financial instruments are comprised principally of foreign exchange contracts,
currency swaps, currency options contracts and interest rate swaps utilized by the Company and
certain of its consolidated subsidiaries to reduce these risks. Makita does not use derivative
instruments for trading or speculation purpose. |
|
|
|
|
Makita is also exposed to a risk of credit-related losses in the event of nonperformance by
counter parties to the financial instrument contracts; however it is not expected that any counter
parties will fail to meet their obligations, because the contracts are diversified among a number
of major internationally recognized credit worthy financial institutions. |
|
|
(b) |
|
Foreign currency exchange rate risk management |
|
|
|
|
Makita operates internationally, giving rise to significant exposures to market risks from
changes in foreign exchange rates, and enters into forward exchange contracts, currency swaps and
currency options to hedge the foreign currency exposure. |
|
|
|
|
These derivative instruments are principally intended to protect against foreign exchange
exposure related to intercompany transfer of inventories and financing activities. The fair values
of these derivative instruments as of March 31, 2006 and 2007 of ¥48 million and ¥50 million ($424
thousand), respectively, were recorded as assets and of ¥258 million and ¥215 million ($1,822
thousand), respectively as liabilities, and the changes in their fair values for the years ended
March 31, 2006 and 2007 amounting to a gain of ¥147 million and ¥45 million ($381 thousand),
respectively, were recorded in exchange gains on foreign currency transactions, net. |
|
|
(c) |
|
Interest rate risk management |
|
|
|
|
Makita executes financing and investing activities through the Company. To manage the
variability in cash flows caused by interest rate change of time deposit, the Company enters into
interest rate swaps as a cash flow hedge. |
|
|
|
|
The Company had interest rate swaps with a fair value of ¥5 million as of March 31, 2006 and ¥
3 million ($25 thousand) as of March 31, 2007. These interest swaps were recorded as current
liabilities. As the interest rate swaps do not meet the hedge accounting criteria, the changes in
fair value of the hedging interest rate swaps which amounted to a gain of ¥ 2 million ($17
thousand) were recorded in earnings and classified in other income for both of the years ended
March 31, 2006 and 2007. |
F-38
17. |
|
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS |
|
|
|
The following methods and significant assumptions were used to estimate the fair value of each
class of financial instruments for which it is practicable to estimate a fair value: |
|
(a) |
|
Cash and Cash Equivalents, Time Deposits, Trade Notes and Accounts Receivable, Short-term
Borrowings, Trade Notes and Accounts Payable, Other payables, and Other Accrued Expenses |
|
|
|
|
The carrying amounts approximate fair value because of the short maturities of those
instruments. |
|
|
(b) |
|
Long-term Time Deposits |
|
|
|
|
The fair value is estimated by discounting future cash flows using the current rates that
Makita would be offered for deposits with similar terms and remaining maturities. |
|
|
(c) |
|
Marketable Securities and Investment Securities |
|
|
|
|
The fair value of marketable and investment securities is estimated based on quoted market
prices. For certain investments such as non-marketable securities, since there are no quoted market
prices existing, a reasonable estimation of a fair value could not be made without incurring
excessive cost. Non-marketable securities amounted to ¥572 million and ¥567 million ($4,805
thousand) as of March 31, 2006 and 2007, respectively. |
|
|
(d) |
|
Long-term Indebtedness |
|
|
|
|
The fair value of long-term indebtedness is a present value of future cash flows associated
with each instrument discounted using Makitas current borrowing rates for similar debt instruments
of comparable maturities. |
|
|
(e) |
|
Interest Rate Swap Agreements |
|
|
|
|
The fair values of interest rate swap agreements are based on the estimated amount that Makita
would receive or pay to terminate the swap agreements which are based on quoted prices obtained
from brokers. |
|
|
(f) |
|
Other Derivative Financial Instruments |
|
|
|
|
The fair values of other derivative financial instruments, foreign currency contracts,
currency swaps and currency option contracts, all of which are used for hedging purposes, are
estimated by obtaining quotes and other relevant information from brokers. |
F-39
|
|
The estimated fair value of the financial instruments was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. Dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
|
|
Carrying |
|
|
|
|
|
|
Carrying |
|
|
|
|
|
|
Carrying |
|
|
|
|
|
|
Amount |
|
|
Fair Value |
|
|
Amount |
|
|
Fair Value |
|
|
Amount |
|
|
Fair Value |
|
Marketable securities |
|
¥ |
47,773 |
|
|
¥ |
47,773 |
|
|
¥ |
58,217 |
|
|
¥ |
58,216 |
|
|
$ |
493,364 |
|
|
$ |
493,356 |
|
Investment securities |
|
|
30,439 |
|
|
|
30,314 |
|
|
|
27,279 |
|
|
|
27,172 |
|
|
|
231,178 |
|
|
|
230,271 |
|
Long-term time deposits |
|
|
2,006 |
|
|
|
2,006 |
|
|
|
2,207 |
|
|
|
2,207 |
|
|
|
18,712 |
|
|
|
18,712 |
|
Long-term indebtedness including
current maturities |
|
|
(194 |
) |
|
|
(194 |
) |
|
|
(129 |
) |
|
|
(129 |
) |
|
|
(1,093 |
) |
|
|
(1,093 |
) |
Interest rate swap agreements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
(5 |
) |
|
|
(5 |
) |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(25 |
) |
|
|
(25 |
) |
Foreign currency contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
31 |
|
|
|
31 |
|
|
|
25 |
|
|
|
25 |
|
|
|
212 |
|
|
|
212 |
|
Liabilities |
|
|
(101 |
) |
|
|
(101 |
) |
|
|
(125 |
) |
|
|
(125 |
) |
|
|
(1,059 |
) |
|
|
(1,059 |
) |
Currency swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
17 |
|
|
|
17 |
|
|
|
18 |
|
|
|
18 |
|
|
|
153 |
|
|
|
153 |
|
Liabilities |
|
|
(157 |
) |
|
|
(157 |
) |
|
|
(71 |
) |
|
|
(71 |
) |
|
|
(602 |
) |
|
|
(602 |
) |
Currency option contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
7 |
|
|
|
59 |
|
|
|
59 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
(19 |
) |
|
|
(19 |
) |
|
|
(161 |
) |
|
|
(161 |
) |
|
(g) |
|
Limitation |
|
|
|
|
The fair value estimates are made at a specific point in time, based on relevant market
information and information about the financial instrument. These estimates are subjective in
nature and involve uncertainties and are matters of significant judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly affect the estimates. |
F-40
18. |
|
OPERATING SEGMENT INFORMATION |
|
|
|
The operating segments presented below are defined as components of an enterprise for which
separate financial information is available and regularly reviewed by the Companys chief operating
decision maker. The Companys chief operating decision maker utilizes various measurements to
assess segment performance and allocate resources to the segments. |
|
|
|
During the three years ended March 31, 2005, 2006 and 2007, Makitas operating structure
included the following geographical operating segments: Japan Group, Europe Group, North America
Group, Asia Group, and Other Group. |
|
|
|
Makita evaluates the performance of each operating segment based on U.S. GAAP. |
|
|
|
Segment Products and Services
Makita is a manufacturer and wholesaler of electric power tools and other tools. The operating
segments derive substantially all of their revenues from the sale of electric power tools and parts
and repairs. |
|
|
|
Year ended March 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
|
(millions) |
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Europe |
|
|
America |
|
|
Asia |
|
|
Other |
|
|
Total |
|
|
Eliminations |
|
|
Consolidated |
|
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
¥ |
50,955 |
|
|
¥ |
75,864 |
|
|
¥ |
38,607 |
|
|
¥ |
7,378 |
|
|
¥ |
21,933 |
|
|
¥ |
194,737 |
|
|
¥ |
|
|
|
¥ |
194,737 |
|
Intersegment |
|
|
47,786 |
|
|
|
5,802 |
|
|
|
3,583 |
|
|
|
34,937 |
|
|
|
168 |
|
|
|
92,276 |
|
|
|
(92,276 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
98,741 |
|
|
¥ |
81,666 |
|
|
¥ |
42,190 |
|
|
¥ |
42,315 |
|
|
¥ |
22,101 |
|
|
¥ |
287,013 |
|
|
¥ |
(92,276 |
) |
|
¥ |
194,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
¥ |
82,826 |
|
|
¥ |
71,541 |
|
|
¥ |
40,580 |
|
|
¥ |
37,389 |
|
|
¥ |
21,146 |
|
|
¥ |
253,482 |
|
|
¥ |
(90,143 |
) |
|
¥ |
163,339 |
|
Operating income |
|
|
15,915 |
|
|
|
10,125 |
|
|
|
1,610 |
|
|
|
4,926 |
|
|
|
955 |
|
|
|
33,531 |
|
|
|
(2,133 |
) |
|
|
31,398 |
|
Long-lived assets |
|
|
33,023 |
|
|
|
6,993 |
|
|
|
3,431 |
|
|
|
6,858 |
|
|
|
2,686 |
|
|
|
52,991 |
|
|
|
(167 |
) |
|
|
52,824 |
|
Identifiable assets |
|
|
224,099 |
|
|
|
79,309 |
|
|
|
30,627 |
|
|
|
31,713 |
|
|
|
19,141 |
|
|
|
384,889 |
|
|
|
(94,985 |
) |
|
|
289,904 |
|
Depreciation and amortization |
|
|
2,729 |
|
|
|
1,057 |
|
|
|
668 |
|
|
|
794 |
|
|
|
186 |
|
|
|
5,434 |
|
|
|
(53 |
) |
|
|
5,381 |
|
Capital expenditures |
|
|
1,966 |
|
|
|
1,289 |
|
|
|
589 |
|
|
|
1,483 |
|
|
|
1,544 |
|
|
|
6,871 |
|
|
|
(216 |
) |
|
|
6,655 |
|
|
|
Year ended March 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
|
(millions) |
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Europe |
|
|
America |
|
|
Asia |
|
|
Other |
|
|
Total |
|
|
Eliminations |
|
|
Consolidated |
|
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
¥ |
53,788 |
|
|
¥ |
91,249 |
|
|
¥ |
47,979 |
|
|
¥ |
8,645 |
|
|
¥ |
27,414 |
|
|
¥ |
229,075 |
|
|
¥ |
|
|
|
¥ |
229,075 |
|
Intersegment |
|
|
57,826 |
|
|
|
6,306 |
|
|
|
4,321 |
|
|
|
43,979 |
|
|
|
181 |
|
|
|
112,613 |
|
|
|
(112,613 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
111,614 |
|
|
¥ |
97,555 |
|
|
¥ |
52,300 |
|
|
¥ |
52,624 |
|
|
¥ |
27,595 |
|
|
¥ |
341,688 |
|
|
¥ |
(112,613 |
) |
|
¥ |
229,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
¥ |
87,468 |
|
|
¥ |
85,505 |
|
|
¥ |
50,437 |
|
|
¥ |
46,162 |
|
|
¥ |
25,048 |
|
|
¥ |
294,620 |
|
|
¥ |
(111,323 |
) |
|
¥ |
183,297 |
|
Operating income |
|
|
24,146 |
|
|
|
12,050 |
|
|
|
1,863 |
|
|
|
6,462 |
|
|
|
2,547 |
|
|
|
47,068 |
|
|
|
(1,290 |
) |
|
|
45,778 |
|
Long-lived assets |
|
|
36,578 |
|
|
|
7,529 |
|
|
|
3,732 |
|
|
|
9,170 |
|
|
|
2,371 |
|
|
|
59,380 |
|
|
|
(177 |
) |
|
|
59,203 |
|
Identifiable assets |
|
|
243,553 |
|
|
|
85,858 |
|
|
|
44,814 |
|
|
|
42,275 |
|
|
|
21,556 |
|
|
|
438,056 |
|
|
|
(112,018 |
) |
|
|
326,038 |
|
Depreciation and amortization |
|
|
2,917 |
|
|
|
1,217 |
|
|
|
656 |
|
|
|
923 |
|
|
|
269 |
|
|
|
5,982 |
|
|
|
(60 |
) |
|
|
5,922 |
|
Capital expenditures |
|
|
6,398 |
|
|
|
1,549 |
|
|
|
620 |
|
|
|
2,537 |
|
|
|
426 |
|
|
|
11,530 |
|
|
|
(147 |
) |
|
|
11,383 |
|
F-41
|
|
Year ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
|
(millions) |
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Europe |
|
|
America |
|
|
Asia |
|
|
Other |
|
|
Total |
|
|
Eliminations |
|
|
Consolidated |
|
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
¥ |
61,776 |
|
|
¥ |
124,924 |
|
|
¥ |
51,432 |
|
|
¥ |
9,698 |
|
|
¥ |
32,103 |
|
|
¥ |
279,933 |
|
|
¥ |
|
|
|
¥ |
279,933 |
|
Intersegment |
|
|
64,040 |
|
|
|
5,709 |
|
|
|
5,297 |
|
|
|
67,021 |
|
|
|
149 |
|
|
|
142,216 |
|
|
|
(142,216 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
125,816 |
|
|
¥ |
130,633 |
|
|
¥ |
56,729 |
|
|
¥ |
76,719 |
|
|
¥ |
32,252 |
|
|
|
422,149 |
|
|
¥ |
(142,216 |
) |
|
¥ |
279,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
¥ |
108,403 |
|
|
¥ |
112,577 |
|
|
¥ |
54,217 |
|
|
¥ |
66,815 |
|
|
¥ |
28,786 |
|
|
¥ |
370,798 |
|
|
¥ |
(139,041 |
) |
|
¥ |
231,757 |
|
Operating income |
|
|
17,413 |
|
|
|
18,056 |
|
|
|
2,512 |
|
|
|
9,904 |
|
|
|
3,466 |
|
|
|
51,351 |
|
|
|
(3,175 |
) |
|
|
48,176 |
|
Long-lived assets |
|
|
36,831 |
|
|
|
10,345 |
|
|
|
3,381 |
|
|
|
10,296 |
|
|
|
2,690 |
|
|
|
63,543 |
|
|
|
(163 |
) |
|
|
63,380 |
|
Identifiable assets |
|
|
257,735 |
|
|
|
110,158 |
|
|
|
38,756 |
|
|
|
50,934 |
|
|
|
26,535 |
|
|
|
484,118 |
|
|
|
(115,624 |
) |
|
|
368,494 |
|
Depreciation and amortization |
|
|
5,270 |
|
|
|
1,432 |
|
|
|
637 |
|
|
|
1,233 |
|
|
|
261 |
|
|
|
8,833 |
|
|
|
(60 |
) |
|
|
8,773 |
|
Capital expenditures |
|
|
7,266 |
|
|
|
2,820 |
|
|
|
451 |
|
|
|
2,235 |
|
|
|
351 |
|
|
|
13,123 |
|
|
|
(143 |
) |
|
|
12,980 |
|
|
|
Year ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars |
|
|
|
(thousands) |
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Europe |
|
|
America |
|
|
Asia |
|
|
Other |
|
|
Total |
|
|
Eliminations |
|
|
Consolidated |
|
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
$ |
523,525 |
|
|
$ |
1,058,679 |
|
|
$ |
435,864 |
|
|
$ |
82,186 |
|
|
$ |
272,060 |
|
|
$ |
2,372,314 |
|
|
$ |
|
|
|
$ |
2,372,314 |
|
Intersegment |
|
|
542,712 |
|
|
|
48,381 |
|
|
|
44,890 |
|
|
|
567,975 |
|
|
|
1,263 |
|
|
|
1,205,221 |
|
|
|
(1,205,221 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,066,237 |
|
|
$ |
1,107,060 |
|
|
$ |
480,754 |
|
|
$ |
650,161 |
|
|
$ |
273,323 |
|
|
$ |
3,577,535 |
|
|
$ |
(1,205,221 |
) |
|
$ |
2,372,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
$ |
918,669 |
|
|
$ |
954,043 |
|
|
$ |
459,466 |
|
|
$ |
566,229 |
|
|
$ |
243,950 |
|
|
$ |
3,142,357 |
|
|
$ |
(1,178,314 |
) |
|
$ |
1,964,043 |
|
Operating income |
|
|
147,568 |
|
|
|
153,017 |
|
|
|
21,288 |
|
|
|
83,932 |
|
|
|
29,373 |
|
|
|
435,178 |
|
|
|
(26, 907 |
) |
|
|
408,271 |
|
Long-lived assets |
|
|
312,127 |
|
|
|
87,669 |
|
|
|
28,653 |
|
|
|
87,254 |
|
|
|
22,797 |
|
|
|
538,500 |
|
|
|
(1,381 |
) |
|
|
537,119 |
|
Identifiable assets |
|
|
2,184,195 |
|
|
|
933,542 |
|
|
|
328,441 |
|
|
|
431,644 |
|
|
|
224,873 |
|
|
|
4,102,695 |
|
|
|
(979,864 |
) |
|
|
3,122,831 |
|
Depreciation and amortization |
|
|
44,661 |
|
|
|
12,136 |
|
|
|
5,398 |
|
|
|
10,449 |
|
|
|
2,212 |
|
|
|
74,856 |
|
|
|
(509 |
) |
|
|
74,347 |
|
Capital expenditures |
|
|
61,576 |
|
|
|
23,898 |
|
|
|
3,822 |
|
|
|
18,941 |
|
|
|
2,975 |
|
|
|
111,212 |
|
|
|
(1,212 |
) |
|
|
110,000 |
|
|
|
Long-lived assets shown above consist of property, plant and equipment. |
|
|
|
Transfers between segments are made at estimated arms-length prices. No single external
customer accounted for 10% or more of Makitas net sales for each of the years ended March 31,
2005, 2006 and 2007. |
|
|
|
Segment information is determined by the location of the Company and its relevant
subsidiaries. |
|
|
|
Makitas current revenues from external customers by each group of products are set forth below. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Yen millions, except for percentage amounts) |
|
|
|
|
|
|
Consolidated Net Sales by Product Categories |
|
|
U.S. Dollars |
|
|
|
Year ended March 31, |
|
|
(thousands) |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
2007 |
|
Power Tools |
|
¥ |
142,477 |
|
|
|
73.2 |
% |
|
¥ |
171,376 |
|
|
|
74.8 |
% |
|
¥ |
210,894 |
|
|
|
75.3 |
% |
|
$ |
1,787,237 |
|
Gardening and Household Products |
|
|
21,102 |
|
|
|
10.8 |
|
|
|
23,434 |
|
|
|
10.2 |
|
|
|
28,123 |
|
|
|
10.0 |
|
|
|
238,331 |
|
Parts, Repairs and Accessories |
|
|
31,158 |
|
|
|
16.0 |
|
|
|
34,265 |
|
|
|
15.0 |
|
|
|
40,916 |
|
|
|
14.7 |
|
|
|
346,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
194,737 |
|
|
|
100.0 |
% |
|
¥ |
229,075 |
|
|
|
100.0 |
% |
|
¥ |
279,933 |
|
|
|
100.0 |
% |
|
$ |
2,372,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-42
19. |
|
RELATED PARTY TRANSACTIONS |
|
|
|
The transactions between the Company and Maruwa Co., Ltd. (Maruwa), for which a director of
the Company and certain of his family members have a majority of the voting rights, amounted to ¥2
million for advertising expenses for each of the years ended March 31, 2005, 2006 and 2007. |
|
|
|
The Companys purchases of raw materials and production equipment from Toa Co., Ltd., for
which a director of the Company and certain of his family members have a majority of the voting
rights, were ¥200 million, ¥223 million and ¥129 million during the years ended March 31, 2005,
2006 and 2007, respectively. The accounts payable of the Company related to these transactions were
¥19 million, ¥10 million and ¥6 million as of March 31, 2005, 2006 and 2007, respectively. |
|
|
|
The president of Toyoda Machine Works Ltd. was elected as an outside director of the Company
as of June 29, 2005. The Companys purchases of raw materials and production equipment from Toyoda
Machine Works Ltd. were ¥4 million from July 1 to December 31, 2005. The outside director became a
vice president of JTEKT Corporation, which was formed as the result of a business combination
between Toyoda Machine Works Ltd. and Koyo Seiko Co., Ltd., occurring on January 1, 2006, became an
outside director of the Company. The Companys purchases of raw materials and production equipment
from JTEKT Corporation, were ¥151 million from January 1, 2006 to March 31, 2006 and ¥498 million
during the year ended March 31, 2007. The accounts payable of the Company related to these
transactions were ¥53 million and ¥35 million as of March 31, 2006 and 2007, respectively. |
|
20. |
|
SUBSEQUENT EVENTS |
|
|
|
Makita has established the Strong Company as a long-term goal and has been aiming to obtain
and to maintain the top share in the market as a global total supplier of useful tools for consumer
living and housing. In order to strengthen the area of gardening tools, which Makita considers an
important measure area to achieve the long-term goal of the Company, the Board of Directors of the
Company decided to launch a tender offer for common shares of Fuji Robin Industries Ltd. (Fuji
Robin) at the Board of Directors meeting held on March 20, 2007. The tender offer began on March
22, 2007, and ended on May 7, 2007. As a result, the Company acquired 89.35% of Fuji Robins
outstanding shares, and Fuji Robin became a consolidated subsidiary of the Company as of May 15,
2007. Total funds required for the tender offer were approximately ¥2.7 billion. The Company,
pursuant to SFAS No.141, used the purchase method for the acquisition of Fuji Robin. On May 25,
2007, in order to acquire all of the remaining shares of Fuji Robin, the Company entered into a
share exchange agreement with Fuji Robin effective August 1, 2007. Under the terms of the share exchange agreement, Makita issued 0.059
shares of its common stock in return for each remaining Fuji Robin share. A total of 81,456 Makita shares held by Makita as treasury stock
was delivered in connection with the share exchange. |
|
|
|
|
|
A brief description of Fuji Robin is as follows (net sales and operating income complied with Japanese GAAP): |
|
Net sales
|
|
¥11,138 million (for the year ended March 31, 2007) |
|
Operating income |
|
¥52 million (for the year ended March 31, 2007) |
|
Common stock |
|
¥833 million (as of March 31, 2007) |
|
Main products manufactured |
|
Engines, agricultural and forestry machinery, construction machinery |
|
Pro forma results of operations have not been presented as these results are not material to
Makitas consolidated results of operations. |
F-43
MAKITA
CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED MARCH 31, 2005, 2006 AND 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese Yen (millions) |
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
Charged to |
|
|
Charged to |
|
|
Deductions |
|
|
|
|
|
|
Balance at |
|
|
|
beginning |
|
|
costs and |
|
|
Other |
|
|
from |
|
|
Translation |
|
|
end of |
|
Descriptions |
|
of year |
|
|
expenses |
|
|
Accounts |
|
|
reserves |
|
|
adjustments |
|
|
year |
|
2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
|
1,346 |
|
|
|
98 |
|
|
|
|
|
|
|
(326 |
) |
|
|
60 |
|
|
|
1,178 |
|
Deferred income tax assets
valuation allowance |
|
|
8,828 |
|
|
|
234 |
|
|
|
|
|
|
|
(929 |
) |
|
|
78 |
|
|
|
8,211 |
|
2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
|
1,178 |
|
|
|
114 |
|
|
|
|
|
|
|
(356 |
) |
|
|
80 |
|
|
|
1,016 |
|
Deferred income tax assets
valuation allowance |
|
|
8,211 |
|
|
|
698 |
|
|
|
|
|
|
|
(6,228 |
) |
|
|
292 |
|
|
|
2,973 |
|
2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
|
1,016 |
|
|
|
175 |
|
|
|
|
|
|
|
(386 |
) |
|
|
64 |
|
|
|
869 |
|
Deferred income tax assets
valuation allowance |
|
|
2,973 |
|
|
|
34 |
|
|
|
|
|
|
|
(2,701 |
) |
|
|
12 |
|
|
|
318 |
|
F-44