 |
 |
THIRD QUARTER BRIEF REPORT OF FINANCIAL RESULTS
〔under Japanese GAAP〕（Consolidated）
(Year ending March 31, 2017)
February 13, 2017
Registered
Company Name: MINEBEA MITSUMI Inc. Common Stock Listings: Tokyo and Nagoya
Code No: 6479 URL: http://www.minebeamitsumi.com/
Representative: Yoshihisa Kainuma Representative Director, President and Chief Executive Officer
Contact: Satoshi Yoneda Executive Officer, General Manager of Accounting Department
|
Quarterly report filing date: February 14, 2017
|
Phone: (03) 6758-6711
|
Expected date of payment for dividends: ―
Preparation of supplementary explanation material for quarterly financial results : Yes
Holding of presentation meeting for quarterly financial results : Yes (For Analyst)
(Amounts less than one million yen have been omitted.)
1. Business performance (April 1, 2016 through December 31, 2016)
|
(1) Consolidated Results of Operations (Year-to-date)
|
(%: Changes from corresponding period of previous fiscal year)
|
|
Net sales
(millions of yen)
|
%
Change
|
Operating income
(millions of yen)
|
%
Change
|
Ordinary income
(millions of yen)
|
%
Change
|
|
|
Nine months ended Dec 31, 2016
|
442,508
|
(6.7)
|
34,715
|
(19.1)
|
34,772
|
(9.6)
|
|
Nine months ended Dec 31, 2015
|
474,215
|
31.0
|
42,901
|
(2.1)
|
38,446
|
(11.1)
|
|
Income attributable to owners of the parent
(millions of yen)
|
%
Change
|
Net income per share
(yen)
|
Diluted net income per share (yen)
|
|
|
Nine months ended Dec 31, 2016
|
24,912
|
(15.8)
|
66.46
|
65.47
|
|
Nine months ended Dec 31, 2015
|
29,584
|
(4.5)
|
79.10
|
75.10
|
|
(Notes) Comprehensive Income:
|
Nine months ended December 31, 2016:
|
25,601 million yen
|
49.1 %
|
|
Nine months ended December 31, 2015:
|
17,166 million yen
|
(73.7) %
|
(2) Consolidated Financial Position
|
Total assets
(millions of yen)
|
Net assets
(millions of yen)
|
Equity ratio
(%)
|
Net assets per share
(yen)
|
|
|
As of December 31, 2016
|
524,231
|
257,828
|
48.0
|
670.15
|
|
As of March 31, 2016
|
459,427
|
237,973
|
50.2
|
616.43
|
|
(Reference) Shareholders’ equity:
|
As of December 31, 2016:
|
251,477 million yen
|
|
As of March 31, 2016:
|
230,785 million yen
|
2. Dividends
|
Annual dividends
|
|||||
|
End of
first quarter
(yen)
|
End of
second quarter
(yen)
|
End of
third quarter
(yen)
|
Year-end
(yen)
|
For the year
(yen)
|
|
|
Year ended March 31, 2016
|
―
|
10.00
|
―
|
10.00
|
20.00
|
|
Year ending March 31, 2017
|
―
|
7.00
|
―
|
||
|
Year ending March 31, 2017
(Forecast)
|
7.00
|
14.00
|
|||
(Notes) Changes from the latest dividend forecast: None
3. Prospect for consolidated forecast for the fiscal year (April 1, 2016 through March 31, 2017)
(%: Changes from corresponding period of previous fiscal year)
|
Net sales
(millions of yen)
|
%
Change
|
Operating income
(millions of yen)
|
%
Change
|
Ordinary income
(millions of yen)
|
%
Change
|
|
|
Year ending March 31, 2017
|
630,000
|
3.3
|
48,000
|
(6.7)
|
47,000
|
0.7
|
|
Income attributable to owners
of the parent
(millions of yen)
|
%
Change
|
Net income per share
(yen)
|
|
|
Year ending March 31, 2017
|
38,000
|
4.4
|
99.12
|
(Notes) Changes from the latest consolidated results forecast: Yes
* Notes
(1) Changes in significant subsidiaries during the quarter (Changes in certain subsidiaries resulting in change in the scope of consolidation): None
(2) Application of accounting peculiar to preparation of quarterly consolidated financial statements: None
(3) Changes in accounting policy, changes in accounting estimates, and restatements
1. Changes in accounting policy associated with revision of accounting standards, etc: None
2. Change in accounting policy other than 1: Yes
3. Changes in accounting estimates: Yes
4. Restatements: None
(Notes) Changes subject to Article 10 (5) of the Ordinance on Terminology, Forms and Preparation Methods of Quarterly
Consolidated Financial Statements. For details, please refer to “(2) Changes in accounting policy, changes in accounting estimates, and restatements” under “2. Other summary information” on page 6.
(4) Number of shares outstanding (Common stock)
1. Number of shares outstanding at end of period (Including treasury stock)
As of December 31, 2016: 399,167,695 shares
As of March 31, 2016: 399,167,695 shares
2. Number of treasury shares at end of period
As of December 31, 2016: 23,911,075 shares
As of March 31, 2016: 24,775,093 shares
3. Average number of shares (Quarterly cumulative period)
Nine months ended December 31, 2016: 374,856,097 shares
Nine months ended December 31, 2015: 374,026,222 shares
* Explanation for implementation of the quarterly review presentations
When disclosing this Quarterly Brief Report of Financial Results, the review procedures for quarterly consolidated financial statements under the Financial Instruments and Exchange Law have not been brought to completion.
* Explanation for appropriate use of financial forecasts and other special remarks
(Caution Concerning Forward-Looking Statements)
The aforementioned forecasts are based on the information available as of the date when this information is disclosed as well as on the assumptions as of the disclosing date of this information related to unpredictable parameters that will most likely affect our future business performance. As such, this is not intended for the Company to give assurance that the said forecast number would be achieved. In other words, our actual performances are likely to differ greatly from these estimates depending on a variety of factors that will take shape from now on. As for the assumptions used for these forecasts and other related items, please refer to (“1. Qualitative information related to the financial results for this quarter,” “(3) Explanation of Consolidated Forecast and Other Forecasts”) on page 5 of the documents attached hereunder.
(Investor Briefing Materials for Analysts)
Investor briefing materials will be made available via the our corporate website (http://www. minebeamitsumi.com/) on Monday, February 13, 2017.
Index
|
1. Qualitative information related to the financial results for the quarter
|
4
|
|
(1) Explanation of Operating Results
|
4
|
|
(2) Explanation of Financial Position
|
4
|
|
(3) Explanation of Consolidated Forecast and Other Forecasts
|
5
|
|
2. Other summary information
|
6
|
|
(1) Summary of changes to major subsidiaries during the quarter
|
6
|
|
(2) Changes in accounting policy, changes in accounting estimates, and restatements
|
6
|
|
(3) Additional Information
|
6
|
|
3. Quarterly Consolidated Financial Statements
|
7
|
|
(1) Quarterly Consolidated Balance Sheets
|
7
|
|
(2) Quarterly Consolidated Statements of Income and Quarterly Consolidated Statements of Comprehensive Income
|
9
|
|
(Quarterly Consolidated Statements of Income)
|
|
|
(Nine months ended December 31, 2016)
|
9
|
|
(Quarterly Consolidated Statements of Comprehensive Income)
|
|
|
(Nine months ended December 31, 2016)
|
10
|
|
(3) Quarterly Consolidated Statements of Cash Flows
|
11
|
|
(4) Notes on Quarterly Consolidated Financial Statements
|
13
|
|
(Notes on Going Concern Assumptions)
|
13
|
|
(Notes for Significant Change in the Amount of Net Assets)
|
13
|
|
(Segment Information etc.)
|
13
|
|
(Subsequent Events)
|
15
|
|
4. Supplementary information
|
17
|
|
Supplementary Financial Data for the Third Quarter of Fiscal Year ending March 31, 2017
|
17
|
1. Qualitative information related to the financial results for this quarter
(1) Explanation of Operating Results
The Japanese economy saw a moderate recovery during the first nine months of the fiscal year (April 1, 2016 to December 31, 2016) as consumer spending gradually picked up in tandem with the improved job market. The manufacturing sector also gained steam with growing production, exports, and capital expenditures while the currently weak yen boosted corporate earnings. The U.S. economy continued on its gradual recovery track as expectations grew for a new fiscal stimulus package and tax cuts ahead of the inauguration of the new president. The European economy remained robust across the board although Brexit and other factors have cast a shadow of uncertainty. In Asia, dark clouds continued to loom over the horizon in China as private corporations put the brakes on investing and cut back on labor.
Working against this backdrop, the MinebeaMitsumi Group has been focusing on cutting costs, creating high-value-added products, developing new technologies, and enhancing its marketing approach to boost profitability further.
As a result, net sales decreased by 31,707 million yen (-6.7%) year on year to reach 442,508 million yen. Operating income fell 8,186 million yen (-19.1%) year on year to total 34,715 million yen, and ordinary income was down 3,674 million yen (-9.6%) year on year to total 34,772 million yen. Income attributable to owners of the parent decreased 4,672 million yen (-15.8%) year on year to reach 24,912 million yen. Such decreases are due to the accrual of 1,312 million yen of income taxes for prior periods, as a result of the court ruling on the petition filed by our Thai subsidiary against the local tax authorities.
Performance by segment was as follows:
Products in our Machined components segment include our anchor product line, ball bearings, in addition to mechanical components such as rod-end bearings used primarily in aircraft and hard disk drive (HDD) pivot assemblies, etc. as well as fasteners for automobiles and aircraft. Although sales of ball bearings to external customers hit a record high as demand for energy-efficient models equipped with safety devices soared in the automobile market, sales revenues dropped due to currency fluctuations as well as other factors. Rod-end bearing sales also fell due primarily to declining production of large models in the civil aircraft market as well as the negative impact of the foreign exchange market among other factors. Even though the HDD market is shrinking, pivot assembly sales were up, yet sales revenues dropped due to currency fluctuations as well as other factors.
As a result, net sales for the first nine-month period dropped 9,023 million yen (-7.3%) year on year to total 114,990 million yen. Operating income was also down 1,746 million yen (-5.7%) year on year, totaling out at 29,035 million yen.
The core products of our Electronic devices and components segment include electronic devices (LED backlights for LCDs, sensing devices (measuring components), etc.), HDD spindle motors, stepping motors, DC motors, air movers (fan motors), precision motors, and special devices. Demand for our LED backlights for LCDs that offer a technological advantage in thin smartphones continued to soar. While sales of stepping motors and other motors grew mainly in the automobile and office automation equipment markets, sales revenues were down due to currency fluctuations, etc.
As a result, net sales for the first nine-month period were down 22,807 million yen (-6.5%) year on year to total 327,007 million yen. Operating income was also down 3,675 million yen (-18.4%) year on year, totaling out at 16,292 million yen.
Net sales for the first nine-month period in our Other segment, which includes machines produced in-house, were up 123 million yen (31.9%) year on year to total 510 million yen. The segment also posted an operating losses increased 68 million yen year on year to total 103 million yen.
In addition to the figures noted above, 10,508 million yen in corporate expenses, etc. not belonging to any particular segment has been recorded as adjustments. Adjustments for the first nine-month period of the previous fiscal year were 7,811 million yen.
(2) Explanation of Financial Position
Our Group sees “strengthening our financial position” as a top priority and is taking various steps, such as efficient asset management, controlling capital investments, and reducing interest-bearing debt.
Total assets at the end of the current third quarter amounted to 524,231 million yen, up 64,804 million yen compared to the end of the previous fiscal year. The main reason for this uptick includes an increase in notes and accounts receivable. Total liabilities amounted to 266,402 million yen. That is an increase of 44,948 million yen over what it was at the end of the previous fiscal year. This jump was primarily due to an increase in notes and accounts payable. Net assets totaled 257,828 million yen, up 19,855 million yen over what it was at the end of the previous fiscal year. This led to an equity ratio of 48.0%, representing a decrease of 2.2 percentage points from what it was at the end of the previous fiscal year.
(Cash flow)
The balance of cash and cash equivalents at the end of the current third quarter was 39,985 million yen, up 10,843 million yen from what it was at the end of the previous fiscal year and up 9,547 million yen on a year-on-year basis.
Cash flows from various business activities for the first three quarters and other relevant factors are as follows:
Net cash provided by operating activities amounted to 53,423 million yen, up 36,726 million yen resulting from income before income taxes, notes and accounts receivable, notes and accounts payable, inventories as well as the posting of depreciation and amortization costs, etc. Net cash used for investment activities increased 3,113 million yen year on year to total 39,626 million yen due primarily to the acquisition of marketable securities and tangible fixed assets. Net cash from financing activities totaled 1,575 million yen due to increases and decreases in debt as well as the redemption of corporate bonds, etc., leading to a 16,543 million yen year-on-year decrease in cash inflows.
(3) Explanation of Consolidated Forecast and Other Forecasts
It's difficult to get a clear picture of where the global economy is headed for the remainder of this fiscal year. It is too early to tell how it will be affected by a redo of NAFTA and other policies of the new U.S. government and what consequences they will have, the outcome of Brexit negotiations, geopolitical risks, and fluctuating exchange rates.
Given this backdrop, we have revised our consolidated full-year forecast based on our best estimate of the total impact current market conditions as well as our performance during the first nine-month period will have on our operations.
We went ahead with the business integration with MITSUMI ELECTRIC CO., LTD. through a share exchange on January 27, 2017, and our company was renamed MINBEA MITSUMI Inc. as of that date. The following forecast includes performance forecasts for our operations post integration.
We also bought back convertible bonds worth 13,896 million yen on June 17, 2016 in order to prevent a dilution of our shares resulting from the integration with MITSUMI ELECTRIC CO., LTD.
|
Net sales
|
630,000 million yen
|
(103.3%)
|
|
Operating income
|
48,000 million yen
|
(93.3%)
|
|
Ordinary income
|
47,000 million yen
|
(100.7%)
|
|
Income attributable to owners of the parent
|
38,000 million yen
|
(104.4%)
|
(%): Year-on-year change
2. Other summary information
(1) Summary of changes to major subsidiaries during the quarter
Not applicable.
(2) Changes in accounting policy, changes in accounting estimates, and restatements
Change in accounting policy which is difficult to distinguish from the change in accounting estimates
(Change in the depreciation method of tangible fixed assets other than buildings)
The Company and consolidated domestic subsidiaries have previously adopted the declining-balance method for the depreciation method of tangible fixed assets other than buildings; however, we have adopted the straight-line method since the first quarter of the current fiscal year.
Our Group plans to make an investment in the aircraft components business in Japan and Thailand. In the wake of the decision on the investment project, we reviewed the depreciation method of tangible fixed assets. As a result, we decided to change the depreciation method of tangible fixed assets to the straight-line method, since the adoption of such method will more accurately and adequately reflect the actual state of economic conditions, given the stable operating situations of our facilities and equipment throughout their period of use.
Due to the change, depreciation cost for the nine months of the current fiscal year decreased, while operating income, ordinary income, and net income before income taxes rose 342 million, respectively.
(3) Additional Information
(Adoption of revised implementation guidance on recoverability of deferred tax assets)
Revised Implementation Guidance on Recoverability of Deferred Tax Assets (ASBJ Guidance No. 26, March 28, 2016) has been applied effective from the first quarter consolidated accounting period.
3. Quarterly Consolidated Financial Statements
(1) Quarterly Consolidated Balance Sheets
(Amount: millions of yen)
|
As of March 31, 2016
|
As of December 31, 2016
|
|||||||
|
ASSETS
|
||||||||
|
Current assets
|
249,820
|
314,979
|
||||||
|
Cash and deposits
|
39,594
|
54,969
|
||||||
|
Notes and accounts receivable
|
92,275
|
131,472
|
||||||
|
Marketable securities
|
1,545
|
15,750
|
||||||
|
Finished goods
|
39,717
|
34,741
|
||||||
|
Work in process
|
29,873
|
26,466
|
||||||
|
Raw materials
|
18,799
|
18,025
|
||||||
|
Supplies
|
4,939
|
5,310
|
||||||
|
Goods in transit
|
9,681
|
12,161
|
||||||
|
Deferred tax assets
|
4,016
|
3,393
|
||||||
|
Other
|
9,557
|
13,146
|
||||||
|
Allowance for doubtful receivables
|
(179
|
)
|
(458
|
)
|
||||
|
Fixed assets
|
209,597
|
209,251
|
||||||
|
Tangible fixed assets
|
177,993
|
177,346
|
||||||
|
Buildings and structures
|
146,446
|
149,794
|
||||||
|
Machinery and transportation equipment
|
312,225
|
321,764
|
||||||
|
Tools, furniture and fixtures
|
51,198
|
53,354
|
||||||
|
Land
|
25,573
|
24,697
|
||||||
|
Leased assets
|
366
|
281
|
||||||
|
Construction in progress
|
6,250
|
7,396
|
||||||
|
Accumulated depreciation
|
(364,068
|
)
|
(379,942
|
)
|
||||
|
Intangible assets
|
12,905
|
12,930
|
||||||
|
Goodwill
|
5,721
|
4,898
|
||||||
|
Other
|
7,184
|
8,031
|
||||||
|
Investments and other assets
|
18,699
|
18,975
|
||||||
|
Investment securities
|
8,760
|
9,162
|
||||||
|
Long-term loans receivable
|
240
|
186
|
||||||
|
Deferred tax assets
|
7,643
|
7,289
|
||||||
|
Other
|
2,076
|
2,546
|
||||||
|
Allowance for doubtful receivables
|
(22
|
)
|
(210
|
)
|
||||
|
Deferred asset
|
9
|
0
|
||||||
|
Total assets
|
459,427
|
524,231
|
||||||
(Amount: millions of yen)
|
As of March 31, 2016
|
As of December 31, 2016
|
|||||||
|
LIABILITIES
|
||||||||
|
Current liabilities
|
165,424
|
177,908
|
||||||
|
Notes and accounts payable
|
35,807
|
74,035
|
||||||
|
Short-term debt
|
66,165
|
46,589
|
||||||
|
Current portion of bonds
|
10,000
|
－
|
||||||
|
Current portion of convertible bond-type
bonds with subscription rights to shares
|
7,700
|
7,700
|
||||||
|
Current portion of long-term debt
|
13,479
|
13,403
|
||||||
|
Lease obligations
|
64
|
67
|
||||||
|
Accrued income taxes
|
5,385
|
4,324
|
||||||
|
Accrued bonuses
|
6,157
|
3,730
|
||||||
|
Accrued bonuses for directors
|
180
|
135
|
||||||
|
Provision for after-care of products
|
302
|
－
|
||||||
|
Provision for environmental remediation
expenses
|
463
|
306
|
||||||
|
Provision for business restructuring losses
|
216
|
91
|
||||||
|
Other
|
19,502
|
27,523
|
||||||
|
Long-term liabilities
|
56,029
|
88,494
|
||||||
|
Long-term debt
|
39,765
|
72,768
|
||||||
|
Lease obligations
|
45
|
85
|
||||||
|
Provision for retirement benefits
for executive directors
|
187
|
162
|
||||||
|
Provision for environmental remediation
expenses
|
513
|
401
|
||||||
|
Net defined benefit liability
|
13,246
|
12,598
|
||||||
|
Other
|
2,271
|
2,477
|
||||||
|
Total liabilities
|
221,454
|
266,402
|
||||||
|
NET ASSETS
|
||||||||
|
Shareholders’ equity
|
279,914
|
299,166
|
||||||
|
Common stock
|
68,258
|
68,258
|
||||||
|
Capital surplus
|
95,772
|
96,200
|
||||||
|
Retained earnings
|
125,133
|
143,677
|
||||||
|
Treasury stock
|
(9,249
|
)
|
(8,969
|
)
|
||||
|
Accumulated other comprehensive income
|
(49,129
|
)
|
(47,688
|
)
|
||||
|
Difference on revaluation of available-for-sale
securities
|
588
|
1,454
|
||||||
|
Deferred gains or losses on hedges
|
283
|
222
|
||||||
|
Foreign currency translation adjustments
|
(47,390
|
)
|
(47,548
|
)
|
||||
|
Remeasurements of defined benefit plans
|
(2,611
|
)
|
(1,817
|
)
|
||||
|
Subscription rights to shares
|
130
|
107
|
||||||
|
Non-controlling interests
|
7,058
|
6,243
|
||||||
|
Total net assets
|
237,973
|
257,828
|
||||||
|
Total liabilities and net assets
|
459,427
|
524,231
|
||||||
(2) Quarterly Consolidated Statements of Income and Quarterly Consolidated Statements of Comprehensive Income
(Quarterly Consolidated Statements of Income)
(Nine months ended December 31, 2016)
(Amount: millions of yen)
|
Nine months ended
December 31, 2015
|
Nine months ended
December 31, 2016
|
|||||||
|
Net sales
|
474,215
|
442,508
|
||||||
|
Cost of sales
|
377,678
|
354,244
|
||||||
|
Gross profit
|
96,536
|
88,264
|
||||||
|
Selling, general and administrative expenses
|
53,634
|
53,548
|
||||||
|
Operating income
|
42,901
|
34,715
|
||||||
|
Other income
|
1,382
|
1,754
|
||||||
|
Interest income
|
425
|
319
|
||||||
|
Dividends income
|
124
|
122
|
||||||
|
Foreign exchange gains
|
―
|
548
|
||||||
|
Share of profit of entities accounted for
|
||||||||
|
using the equity method
|
48
|
―
|
||||||
|
Dividends from insurance
|
206
|
199
|
||||||
|
Other
|
576
|
563
|
||||||
|
Other expenses
|
5,837
|
1,696
|
||||||
|
Interest expenses
|
874
|
623
|
||||||
|
Foreign exchange losses
|
3,085
|
―
|
||||||
|
Other
|
1,877
|
1,073
|
||||||
|
Ordinary income
|
38,446
|
34,772
|
||||||
|
Extraordinary gain
|
1,597
|
350
|
||||||
|
Gain on sales of fixed assets
|
35
|
74
|
||||||
|
Insurance income
|
504
|
―
|
||||||
|
Government subsidy
|
973
|
―
|
||||||
|
Gain on liquidation of affiliates
|
83
|
―
|
||||||
|
Gain on sales of affiliates
|
―
|
275
|
||||||
|
Extraordinary loss
|
1,955
|
1,911
|
||||||
|
Loss on sales of fixed assets
|
19
|
155
|
||||||
|
Loss on disposal of fixed assets
|
90
|
46
|
||||||
|
Loss on reduction of fixed assets
|
928
|
―
|
||||||
|
Loss on disaster
|
137
|
―
|
||||||
|
Loss on liquidation of affiliates
|
―
|
266
|
||||||
|
Loss on sales of subsidiaries and
affiliates’ stocks
|
―
|
2
|
||||||
|
Business restructuring losses
|
229
|
9
|
||||||
|
Settlement loss of retirement benefit plan
|
94
|
―
|
||||||
|
Loss for after-care of products
|
220
|
12
|
||||||
|
Loss related to Anti-Monopoly Act
|
17
|
―
|
||||||
|
Settlement loss
|
―
|
1,096
|
||||||
|
Provision for environmental remediation
expenses
|
218
|
323
|
||||||
|
Income before income taxes
|
38,088
|
33,210
|
||||||
|
Income taxes
|
||||||||
|
Current income taxes (including enterprise tax)
|
9,683
|
6,608
|
||||||
|
Income taxes for prior periods
|
―
|
1,312
|
||||||
|
Deferred income taxes
|
(1,554
|
)
|
243
|
|||||
|
Total income taxes
|
8,128
|
8,164
|
||||||
|
Net income
|
29,959
|
25,046
|
||||||
|
Income attributable to non-controlling interests
|
375
|
133
|
||||||
|
Income attributable to owners of the parent
|
29,584
|
24,912
|
||||||
(Quarterly Consolidated Statements of Comprehensive Income)
(Nine months ended December 31, 2016)
(Amount: millions of yen)
|
Nine months ended
December 31, 2015
|
Nine months ended
December 31, 2016
|
|||||||
|
Net income
|
29,959
|
25,046
|
||||||
|
Other comprehensive income:
|
||||||||
|
Difference on revaluation of available-for-sale
securities
|
(104
|
)
|
835
|
|||||
|
Deferred gains or losses on hedges
|
(41
|
)
|
(61
|
)
|
||||
|
Foreign currency translation adjustments
|
(13,559
|
)
|
(840
|
)
|
||||
|
Remeasurements of defined benefit plans
|
1,006
|
793
|
||||||
|
Share of other comprehensive income of
associates accounted for using the equity
method
|
(94
|
)
|
(172
|
)
|
||||
|
Total other comprehensive income
|
(12,793
|
)
|
554
|
|||||
|
Comprehensive income
|
17,166
|
25,601
|
||||||
|
Comprehensive income attributable to:
|
||||||||
|
Owners of the parent
|
17,215
|
26,353
|
||||||
|
Non-controlling interests
|
(49
|
)
|
(752
|
)
|
||||
(3) Quarterly Consolidated Statements of Cash Flows
(Amount: millions of yen)
|
Nine months ended
December 31, 2015
|
Nine months ended
December 31, 2016
|
|||||||
|
1. Cash flows from operating activities:
|
||||||||
|
Income before income taxes
|
38,088
|
33,210
|
||||||
|
Depreciation and amortization
|
26,018
|
20,871
|
||||||
|
Amortization of goodwill
|
717
|
748
|
||||||
|
Loss on disaster
|
137
|
―
|
||||||
|
Settlement loss of retirement benefit plan
|
94
|
―
|
||||||
|
Loss related to Anti-Monopoly Act
|
17
|
―
|
||||||
|
Share of loss (profit) of entities accounted for
|
||||||||
|
using the equity method
|
(48
|
)
|
―
|
|||||
|
Insurance income
|
(504
|
)
|
―
|
|||||
|
Government subsidy
|
(973
|
)
|
―
|
|||||
|
Interest and dividends income
|
(550
|
)
|
(442
|
)
|
||||
|
Interest expenses
|
874
|
623
|
||||||
|
Settlement loss
|
―
|
1,096
|
||||||
|
Loss (gain) on sales of fixed assets
|
(16
|
)
|
80
|
|||||
|
Loss on disposal of fixed assets
|
90
|
46
|
||||||
|
Loss on reduction of fixed assets
|
928
|
―
|
||||||
|
Loss (gain) on sales of affiliates
|
―
|
(273
|
)
|
|||||
|
Loss (gain) on liquidation of affiliates
|
(83
|
)
|
266
|
|||||
|
Decrease (increase) in notes and accounts receivable
|
(14,865
|
)
|
(35,101
|
)
|
||||
|
Decrease (increase) in inventories
|
(39,559
|
)
|
6,714
|
|||||
|
Increase (decrease) in notes and accounts payable
|
16,489
|
34,934
|
||||||
|
Increase (decrease) in allowance for doubtful receivables
|
(698
|
)
|
494
|
|||||
|
Increase (decrease) in accrued bonuses
|
(2,506
|
)
|
(2,349
|
)
|
||||
|
Increase (decrease) in accrued bonuses for directors
|
(66
|
)
|
(45
|
)
|
||||
|
Increase (decrease) in net defined benefit liability
|
(42
|
)
|
(434
|
)
|
||||
|
Increase (decrease) in provision for retirement benefits
for executive directors
|
(5
|
)
|
(24
|
)
|
||||
|
Increase (decrease) in provision for after-care of products
|
(37
|
)
|
(302
|
)
|
||||
|
Increase (decrease) in provision for environmental remediation
expenses
|
(239
|
)
|
(276
|
)
|
||||
|
Increase (decrease) in provision for business restructuring losses
|
(403
|
)
|
(122
|
)
|
||||
|
Other
|
7,889
|
3,899
|
||||||
|
Sub-total
|
30,743
|
63,617
|
||||||
|
Interest and dividends received
|
532
|
424
|
||||||
|
Interest paid
|
(783
|
)
|
(596
|
)
|
||||
|
Income taxes paid
|
(11,941
|
)
|
(10,022
|
)
|
||||
|
Proceeds from income taxes refund
|
209
|
―
|
||||||
|
Payments related to Anti-Monopoly Act
|
(2,164
|
)
|
―
|
|||||
|
Proceeds from insurance income
|
101
|
―
|
||||||
|
Net cash provided by operating activities
|
16,697
|
53,423
|
||||||
(Amount: millions of yen)
|
Nine months ended
December 31, 2015
|
Nine months ended
December 31, 2016
|
|||||||
|
2. Cash flows from investing activities:
|
||||||||
|
Payments into time deposits
|
(12,770
|
)
|
(13,308
|
)
|
||||
|
Proceeds from withdrawal of time deposits
|
10,705
|
8,540
|
||||||
|
Purchase of marketable securities
|
―
|
(13,896
|
)
|
|||||
|
Proceeds from sales of marketable securities
|
34
|
29
|
||||||
|
Purchase of tangible fixed assets
|
(32,319
|
)
|
(20,233
|
)
|
||||
|
Proceeds from sales of tangible fixed assets
|
478
|
1,313
|
||||||
|
Purchase of intangible assets
|
(1,974
|
)
|
(1,473
|
)
|
||||
|
Purchase of investment securities
|
(1,517
|
)
|
(1,726
|
)
|
||||
|
Proceeds from sales of investment securities
|
1
|
0
|
||||||
|
Proceeds from redemption of investment securities
|
1,315
|
1,204
|
||||||
|
Purchase of investments in subsidiaries resulting
|
||||||||
|
in change in scope of consolidation
|
(257
|
)
|
(1,032
|
)
|
||||
|
Proceeds from sales of affiliates
|
―
|
1,249
|
||||||
|
Payments for loans provided
|
(200
|
)
|
(54
|
)
|
||||
|
Proceeds from collection of loans receivables
|
93
|
80
|
||||||
|
Other
|
(104
|
)
|
(318
|
)
|
||||
|
Net cash used in investing activities
|
(36,513
|
)
|
(39,626
|
)
|
||||
|
3. Cash flows from financing activities:
|
||||||||
|
Net increase (decrease) in short-term debt
|
23,324
|
(18,759
|
)
|
|||||
|
Proceeds from long-term debt
|
―
|
35,598
|
||||||
|
Repayment of long-term debt
|
(2,812
|
)
|
(2,665
|
)
|
||||
|
Payment for redemption of bonds
|
―
|
(10,000
|
)
|
|||||
|
Purchase of treasury stock
|
(8
|
)
|
(0
|
)
|
||||
|
Proceeds from disposal of treasury stock
|
548
|
744
|
||||||
|
Cash dividends paid
|
(5,983
|
)
|
(6,368
|
)
|
||||
|
Dividends paid to non-controlling interests
|
―
|
(62
|
)
|
|||||
|
Repayment of lease obligations
|
(100
|
)
|
(60
|
)
|
||||
|
Other
|
―
|
0
|
||||||
|
Net cash used in financing activities
|
14,968
|
(1,575
|
)
|
|||||
|
4. Effect of exchange rate changes on cash and cash equivalents
|
(852
|
)
|
(1,377
|
)
|
||||
|
5. Net increase (decrease) in cash and cash equivalents
|
(5,698
|
)
|
10,843
|
|||||
|
6. Cash and cash equivalents at beginning of period
|
36,137
|
29,141
|
||||||
|
7. Cash and cash equivalents at end of period
|
30,438
|
39,985
|
||||||
(4) Notes on Quarterly Consolidated Financial Statements
(Notes on Going Concern Assumptions)
Not applicable.
(Notes for Significant Change in the Amount of Net Assets)
Not applicable.
(Segment Information etc.)
Ⅰ Nine months ended December 31, 2015
1. Information related to sales and income (loss) by reportable segments
(Amount: millions of yen)
|
Reportable segments
|
Other
*1
|
Total
|
Adjustment
*2
|
Quarterly Consolidated Statements of Income amount
*3
|
|||
|
Machined
components
|
Electronic
devices and
components
|
Total
|
|||||
|
Total sales
|
|
|
|
|
|
|
|
|
(1) Sales to customers
(2) Sales to other segment
|
124,013
3,338
|
349,814
3,327
|
473,827
6,666
|
387
936
|
474,215
7,603
|
―
(7,603)
|
474,215
―
|
|
Total
|
127,352
|
353,141
|
480,494
|
1,324
|
481,818
|
(7,603)
|
474,215
|
|
Segment income
(loss)
|
30,781
|
19,967
|
50,748
|
(35)
|
50,712
|
(7,811)
|
42,901
|
(Notes) *1. The classification of “Other” refers to business units not included in the reportable segments.
Their products are mainly machines made in-house.
*2. Adjustments to segment income (loss) are amortization of goodwill -717 million yen, and corporate expenses such as general and administrative expenses in addition to research and development expenses that do not belong to the reportable segments -7,093 million yen.
*3. Segment income (loss) is reconciled to operating income in the quarterly consolidated statements of income.
2. Information related to impairment loss of fixed assets or goodwill, etc. by reportable segments
Not applicable.
Ⅱ Nine months ended December 31, 2016
1. Information related to sales and income (loss) by reportable segments
(Amount: millions of yen)
|
Reportable segments
|
Other
*1
|
Total
|
Adjustment
*2
|
Quarterly Consolidated Statements of Income amount
*3
|
|||
|
Machined
components
|
Electronic
devices and
components
|
Total
|
|||||
|
Total sales
|
|
|
|
|
|
|
|
|
(1) Sales to customerrs
(2) Sales to other segment
|
114,990
2,783
|
327,007
2,731
|
441,997
5,515
|
510
687
|
442,508
6,203
|
―
(6,203)
|
442,508
―
|
|
Total
|
117,774
|
329,739
|
447,513
|
1,198
|
448,711
|
(6,203)
|
442,508
|
|
Segment income
(loss)
|
29,035
|
16,292
|
45,327
|
(103)
|
45,224
|
(10,508)
|
34,715
|
(Notes) *1. The classification of “Other” refers to business units not included in the reportable segments.
Their products are mainly machines made in-house.
*2. Adjustments to segment income (loss) are amortization of goodwill -748 million yen, and corporate expenses such as general and administrative expenses in addition to research and development expenses that do not belong to the reportable segments -9,760 million yen.
*3. Segment income (loss) is reconciled to operating income in the quarterly consolidated statements of income.
2. Information related to impairment loss of fixed assets or goodwill, etc. by reportable segments
Not applicable.
3. Information related to changes reportable segments, etc.
(Change in the depreciation method of tangible fixed assets other than buildings)
The Company and consolidated domestic subsidiaries have previously adopted the declining-balance method for the depreciation method of tangible fixed assets other than buildings; however, we have adopted the straight-line method since the first quarter of the current fiscal year.
Our Group plans to make an investment in the aircraft components business in Japan and Thailand. In the wake of the decision on the investment project, we reviewed the depreciation method of tangible fixed assets. As a result, we decided to change the depreciation method of tangible fixed assets to the straight-line method, since the adoption of such method will more accurately and adequately reflect the actual state of economic conditions, given the stable operating situations of our facilities and equipment throughout their period of use.
Due to this change, depreciation cost for the nine months of the current fiscal year decreased, while the segment income for Machined components, that for Electronic devices and components, that for Other and that for Adjustment (corporate) segment rose 92 million yen, 130 million yen, 82 million yen, and 37 million yen, respectively.
(Subsequent Events)
(Business Combination through Acquisition)
1. Outline of the business combination
(1) Name of the acquired company and its business activities
Name of the acquired company: MITSUMI ELECTRIC CO., LTD.
Business activities: Manufacture and sales of components for electronic and telecommunications industry
(2) Major reasons for the business combination
The Company has carried out this business combination aiming at becoming a genuine solutions company by realizing synergies of integration as described below where the combined entity would strive to materialize the further improvement of its corporate value as the Electro Mechanics Solutions™ (Electro Mechanics Solutions is the registered trademark in Japan of MINEBEA MITSUMI Inc.) company.
1. Growth and evolution of business portfolio
2. Enhancement of cost competitiveness and capacity to generate cash flow by optimizing manufacturing structure and bases
3. Enhancement of development capabilities and provision of solutions
(3) Effective date of the business combination
January 27, 2017 (planned)
(4) Legal form of business combination
By way of the Share Exchange in which the Company is the fully parent company for the purpose of the Share Exchange and the MITSUMI ELECTRIC CO., LTD. (MITSUMI) is the wholly owned subsidiary for that purpose.
(5) Name of the company subsequent to the business combination
MITSUMI ELECTRIC CO., LTD.
(6) Percentage of voting rights acquired
|
Percentage of voting rights immediately before the stock acquisition
|
－％
|
|
Percentage of voting rights to be acquired on the effective date of the business combination
|
100.0％
|
|
Percentage of voting rights subsequent to the stock acquisition
|
100.0％
|
(7) Major reasons for consummating this acquisition
Due to the acquisition of all the shares by the Company of MITSUMI in consideration of the Share Exchange
2. Matters relating to the calculation of the acquisition cost
(1)Acquisition cost of the acquired company and breakdown by type of consideration
The numbers have not been fixed as of this moment.
(2) Details of allotment in the Share Exchange
|
The Company
|
MITSUMI
|
|
|
Share Exchange Ratio of this Share Exchange
|
1
|
0.59
|
|
Number of shares to be delivered
through the Share Exchange
|
Number of common stock of the Company：47,912,911 shares
|
|
(Notes) 1. Share allotment ratio
0.59 shares of common stock of the Company have been allotted and delivered for each share of MITSUMI common stock.
2. Number of shares to be delivered through the Share Exchange
Common stock of the Company: 47,912,911 shares
Treasury stock of 20,000,000 shares held by the Company and newly issued shares of 27,912,911 shares have been delivered.
(3) Calculation basis for the details of share allocation of the Share Exchange
For the calculation of the Share Exchange Ratio, the Company appointed Nomura Securities Co., Ltd. (Nomura Securities) as a third-party calculation institution and Mori Hamada & Matsumoto as a legal adviser, while MITSUMI appointed Daiwa Securities Co. Ltd. (Daiwa Securities) as a third-party calculation institution and Anderson Mori & Tomotsune as a legal advisor.
Nomura Securities used an average market price analysis, a comparable company analysis and the DCF Analysis (discount cash flow method) for the calculation with regard to the shares of the Company and used an average market price analysis and the DCF Analysis (discount cash flow method) regarding the calculation of MITSUMI shares. The Share Exchange Ratio has been calculated and determined by taking into consideration all such analyses described above comprehensively.
Daiwa Securities used an average market price analysis, a comparable company analysis and the DCF Analysis (discount cash flow method) for the calculation of shares of both the Company and MITSUMI and calculated and determined the Share Exchange Ratio through the comprehensive consideration of all such analyses.
Based on the results of the calculations detailed above and by taking into account the advice of the legal advisers, all the parties concerned discussed the matter and decided on the Share Exchange Ratio.
3. Negative amount of goodwill incurred and the causes for generating goodwill
The amount has not been fixed and the causes are unknown at present.
4. The amounts and details of assets and liabilities received on the date of the business combination
They have not been determined at the present time.
(Extension of the Trust Period of the“Trust-type Employee Shareholding Incentive Plan”)
The “Minebea Employee Stock Holding Partnership” of which employees of the Company group are members, has determined on January 25, 2017, to approve the amendment of the trust agreement and the extension of the end date of the trust period from May 9, 2017 to late December 2018, of the “Trust-type Employee Shareholding Incentive Plan” which was reintroduced on May 10, 2012.
With this extension, the timing of distribution of residual assets at the end of the trust period will be changed.
