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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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2008
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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)
Minobu Kato
General Manager of Financial Department
Telephone: +81.566.97.1718 Facsimile: +81.566.98.6907
Address: 3-11-8, Sumiyoshi-cho, Anjo City, Aichi Prefecture, Japan
(Name, telephone, e-mail and/or facsimile number and address of registrants contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of Class
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Name of each exchange on which registered |
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* American Depositary Shares
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Nasdaq Global Select Market |
** 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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No par value. 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.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report.
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Outstanding as of |
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March 31, 2008 |
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March 31, 2008 |
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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 235,135 shares of Treasury Stock |
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143,773,625 |
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American Depositary Shares, each representing one share
of Common Stock |
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2,562,744 |
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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 basis of accounting the registrant has used to prepare the financial
statements included in this filing:
U.S.GAAP þ
International Financial Reporting Standards as issued by the International Accounting Standards Board o
Other o
If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
Item 17 o Item 18 o
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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i
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, FY 2008 refers to the twelve-month period
ended March 31, 2008. All other references to years refer to the applicable calendar year.
All information contained in this annual report is as of March 31, 2008 unless otherwise specified.
In parts of this annual report, amounts reported in Japanese yen have been translated into US
dollars for the convenience of readers. Unless otherwise noted, the rate used for this translation
was ¥100 = U.S.$1.00, the approximate exchange rate of the noon buying rate for Japanese yen in New
York City as certified for customs purposes by the Federal Reserve Bank of New York on March 31,
2008. On July 7, 2008 the noon buying rate for Japanese yen cable transfer in New York City as
reported by the Federal Reserve Bank of New York was ¥107.55= $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 include but are not limited to:
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The levels of construction activities and capital investments in Makitas markets |
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Fluctuations in currency exchange rates |
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Intense competition in global power tools market for professional use |
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Makitas inability to develop attractive products |
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Geographic concentration of Makitas main facilities |
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Failure to maintain cooperative relationships with significant customers |
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Failure to deliver materials or parts required for production as scheduled |
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Makitas overseas activities and entry into overseas markets |
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Failure to protect Makitas intellectual property rights or infringing intellectual property
rights of third parties |
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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 |
iii
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Environmental or other government regulations |
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The effectiveness of Makitas internal control over financial reporting and the related
attestation provided by Makitas auditors |
The foregoing list is not exhaustive. There can be no assurance that Makita has correctly
identified and appropriately assessed all factors affecting its business or that the publicly
available and other information with respect to these matters is complete and correct. Additional
risks and uncertainties not presently known to Makita or that it currently believes to be
immaterial also may adversely impact Makita. Should any risks and uncertainties develop into actual
events, these developments could have material adverse effects on Makitas business, financial
condition, and results of operations.
iv
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable
Item 2. Offer Statistics and Expected Timetable
Not applicable
Item 3. Key Information
A. Selected financial data
The following data for each of the five fiscal years ended March 31, 2008 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, 2007 and 2008, the related
consolidated statements of income, shareholders equity and cash flows for each of the three years
ended March 31, 2008, 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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Japanese 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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2004 |
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2005 |
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2006 |
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2007 |
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2008 |
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2008 |
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Net sales |
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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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¥ |
342,577 |
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$ |
3,425,770 |
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Operating income |
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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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67,031 |
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670,310 |
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Net income |
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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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46,043 |
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460,430 |
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Net income per share of Common stock and
per ADS: |
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Japanese yen |
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U.S.
dollars |
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Basic |
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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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320.3 |
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3.20 |
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Diluted |
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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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320.3 |
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3.20 |
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Japanese 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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2004 |
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2005 |
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2006 |
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2007 |
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2008 |
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2008 |
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Total assets |
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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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¥ |
386,467 |
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$ |
3,864,670 |
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Cash and cash
equivalents, time
deposits and
marketable
securities |
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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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98,142 |
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981,420 |
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Net working capital |
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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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230,699 |
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2,306,990 |
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Short-term borrowings |
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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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1,724 |
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17,240 |
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Long-term
indebtedness |
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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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908 |
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9,080 |
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Common stock |
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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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23,805 |
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238,050 |
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Treasury stock |
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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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(263 |
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(2,630 |
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Shareholders equity |
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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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316,498 |
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3,164,980 |
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Total number of
shares outstanding |
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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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143,773,625 |
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143,773,625 |
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1
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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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 |
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96.88 |
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124.09 |
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114.31 |
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99.85 |
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2009
(through July 7, 2008) |
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100.87 |
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108.29 |
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104.76 |
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107.55 |
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(Japanese yen per U.S. $1.00) |
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2008 |
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January |
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February |
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March |
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April |
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May |
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June |
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High |
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105.42 |
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104.19 |
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96.88 |
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100.87 |
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103.01 |
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104.41 |
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Low |
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109.70 |
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108.15 |
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103.99 |
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104.56 |
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105.52 |
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108.29 |
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On
July 7, 2008 the noon buying rate for Japanese yen cable transfer in New York City as reported
by the Federal Reserve Bank of New York was ¥107.55 = US$1.00
Cash dividends declared per share of common stock and per ADS:
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Japanese 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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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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2008 |
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30.0 |
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67.0 |
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0.30 |
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0.67 |
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Makitas basic dividend policy on the distribution of profits is to maintain a dividend payout
ratio of 30% or greater, with a lower limit on annual cash dividends of 18 Japanese yen per share.
However, in the event special circumstances arise, computation of the amount of dividends will be
based on consolidated net income after certain adjustments.
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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 Japanese yen in New York City as certified for customs
purposes by the Federal Reserve Bank of New York. |
2
B. Capitalization and indebtedness
Not applicable
C. Reasons for the offer and use of proceeds
Not applicable
D. Risk factors
The following is a summary of some of the significant risks that could affect Makita. Other
risks that could affect Makita are also discussed elsewhere in this annual report. Additionally,
some risks that may be currently unknown to Makita and other risks that are currently believed to
be immaterial, may become material. Some of these statements are forward-looking statements that
are subject to the Cautionary Statement with Respect to Forward-Looking Statements appearing
elsewhere in this annual report.
Makitas sales are affected by the levels of construction activities and capital investments in
its markets.
The demand for power tools, Makitas main products, is affected to a large extent by the levels of
construction activities, capital investment and consumption trends in the relevant regions.
Generally speaking, the levels of construction activities and capital investment and consumption
trends depend largely on the economic conditions in the market. As a result, when economic
conditions weaken in the principal markets for Makitas activities, including Japan, Western
Europe, Eastern Europe and Russia, North America, Asia, The Middle East, Central and South America,
and Oceania, this may have an adverse impact on Makitas consolidated financial condition and
results of operations. Specifically, the economic slowdown, caused by, among others, the sub-prime
loan problem in the U.S. since the summer of 2007, the volatile stock market causing the global
economic downturn and the soaring price of crude oil or mineral resources, may have a direct or
indirect negative impact on Makitas financial condition.
Currency exchange rate fluctuations may 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 Japanese 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. Among others, Makita is affected by fluctuations in the value
of the euro, the U.S. dollar and Chinese Renmin yuan, the euro and the U.S. dollar being the
primary foreign currency on which Makita bases its foreign sales and the U.S. dollar and Chinese
Renmin yuan being the primary foreign currency on which Makita bases its foreign costs and
liabilities. In an effort to minimize the impact of short-term exchange rate fluctuations between
major currencies, mainly the euro, the U.S. dollar, and the Japanese yen, Makita engages in hedging
transactions. However, medium-to-long-term fluctuations of exchange rates may affect for Makita to
execute procurement, production, logistics, and sales activities as planned and may have an 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-sale service and the rise of new competitors.
3
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,
economic slowdown tends to result in intensified competition and increased downward pressure.
Accordingly 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 to
sell the inventory, 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 and correspond the market price for high-end, professional users, it may have an
adverse impact on Makitas consolidated financial condition and results of operations.
Geographic concentration of Makitas main facilities may have adverse effects on Makitas
business activities.
Makitas principal management functions, including its headquarters, and most of suppliers on which
it relies for supplying major parts are located in Aichi Prefecture (Aichi), Japan. Makitas
manufacturing facilities in Aichi and Kunshan, Jiangsu Province, China, account for 23% and 58%,
respectively, 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.
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 its significant 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.
4
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
higher price. Any of these occurrences may have a detrimental effect on Makitas consolidated
financial condition and results of operations.
Makitas overseas activities and entry into overseas markets entail risks, which may have a
material adverse effect on Makitas business activities.
Makita derives a significant majority of its sales in markets located outside of Japan, including
Western Europe, Eastern Europe and Russia, North America, Asia, the Middle East, Central and South
America, and Oceania. During the year under review, approximately 85% of Makitas consolidated net
sales were derived from products sold overseas. Moreover, 77% of global production volume were
derived from overseas production. The high percentage of overseas sales and production 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. |
(6) |
|
The interruption of or disruption to Makitas operation due to labor disputes |
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.
In the area where our sales and production are significant, Makita applies for the patent, design
and trademark, and strives for protection of intellectual property rights positively. However,
Makita may be unable to eliminate completely the product of the third party who infringes on the
intellectual property rights of our group, or the product of the party similar to our product. In
that case, it may have a negative influence on the achievements of
our group.
Moreover, Makita corresponds so that it may not infringe on a third partys intellectual property
rights, but it may be claimed that it is infringing on intellectual property rights from the third
party.
When infringement of intellectual property rights is investigated from a third party, the
obligation of the payment of reparations may arise or halt in production and sales stop of a
product may be ordered. In that case, it may have a negative influence on the business performance
and the financial condition of our group.
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 has risen substantially. Some suppliers are operating at over-capacity
and prices of certain production materials, especially crude oil, steel products and copper wire,
have increased. Under these circumstances, if Makita is unable to obtain the necessary quantities
of these materials, especially in China and Japan, this may have an adverse effect on production
schedules. In addition, the shortage of capacity among suppliers is a factor leading to increased
prices of production materials.
5
If 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 Makita.
Product liability litigation or recalls may harm Makitas financial statements and
reputation.
Makita is developing a variety of products including power tools under the safety standard of each
country, and is manufacturing them globally based on the quality standards of the factory. However,
a large-scale recall and a large-scale product liability lawsuit may significantly damage Makitas
brand image and reputation. In addition, the related cost and time incurred through the recall or
lawsuit may affect business performance and financial condition of Makita in case insurance policy
does not cover the related cost.
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 fluctuation in the value of these securities will have an impact on 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 and areas in which
it operates. If Makita is unable to continue its compliance with existing regulations or is unable
to comply with any new or amended regulations, it may be subject to fines and other penalties and
its activities may be significantly restricted. The costs related to compliance with any new or
amended regulations may also result in significant increases in overall costs.
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 corporate internal control over
financial reporting. In addition, Makitas independent registered public accounting firm must
attest to the effectiveness of Makitas internal control over financial reporting. If Makitas
management concludes that Makitas internal control over financial reporting is not effective, or
if Makitas independent registered public accounting firm is not satisfied with Makitas internal
control over its financial reporting or the level at which its controls are documented, designed,
operated or reviewed, and declines to attest or issues a report that is qualified, there could be
an adverse reaction in the financial marketplace due to a loss of investor confidence in the
reliability of Makitas financial statements, which ultimately could negatively impact the market
price of Makitas ADRs and ordinary shares.
6
|
|
|
Item 4. |
|
Information on the Company |
A. History and development of the Company
The Company is a limited liability, joint-stock company incorporated under the Commercial Code of
Japan and continues to exist under the Corporation Act of Japan. The Company traces its origin to
an electrical repair workshop founded in Nagoya in 1915 and was incorporated on December 10, 1938
under the name of Makita Electric Works, Ltd. as a joint stock corporation. Under the presidency of
Mr. Jujiro Goto, Makita commenced the manufacture of electric power tools in 1958 and, 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 increased to 45.
Makita presently manufactures power tools in eight countries globally: Japan, China, the United
Kingdom, the United States, Germany, Brazil, Canada and Romania. In 2007, Makita expanded
production capacity of its China factory by constructing a second production facility. In addition,
starting in April 2007, a new factory in Romania commenced production 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.
In 2007, Makita acquired all outstanding shares of Makita Numazu Corporation (Makita Numazu),
formerly Fuji Robin Industries, Ltd., or Fuji Robin, for approximately ¥2.7 billion in cash and
81,456 Makita shares. Makita believes that the acquisition of Makita Numazu does not currently have
a material impact on Makita. Fuji Robins principal activity is to manufacture and distribute
engines, agricultural and forestry machinery, and firefighting pumps. Makita Numazus original
engine technology includes the mini-4 cycle engine, which is globally recognized as an
environmentally clean engine. Makitas agricultural and gardening equipments are expected to have
synergistic effect with Makita Numazus original engine.
For the period from May 15, 2007 to March 31, 2008, Makita Numazu Corporation had net sales of
¥8,031 million. Accordingly, Makita has 48 consolidated subsidiaries and 1 equity method affiliate
as of March 31, 2008.
Makita Corporations registered office is located at 3-11-8, Sumiyoshi-cho, Anjo City, Aichi
Prefecture446-8502, Japan, and its telephone number is +81.566.97.1718.
7
B. Business overview
Makitas principal activity is the manufacture 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 accessories. For FY2008, approximately 85% of
Makitas sales were outside of Japan. Makita estimates that most of its worldwide sales were made
to commercial and professional users such as those engaged in timber and metal processing,
carpentry, forestry and concrete and masonry works.
Makita aims to improve performance not only by continuing efforts to increase its market share of
the power tool market for professionals but also by expanding its market share of the air tools and
gardening equipment markets. To achieve this, Makita is improving its global sales, service
framework and developing hi-value-added products. 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 extraction.
Products
The following table sets forth Makitas consolidated net sales by product categories for
periods presented. Effective FY2007, 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. Makita also provides Gardening and Household
Products based on the mainstay products in that product category. Gardening products, including
petrol brushcutter, sprayer, petrol blower, electric hedge trimmer, are used for agricultural and
forestry operations. Household products, including vacuum cleaner and cordless cleaner, are used
not only for housekeepers but also for professional cleaners. Makita is making efforts to extend
the sales of cordless power tools to professional users and also to general users.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(millions of Japanese yen, except for percentage amounts) |
|
|
U.S. dollars |
|
|
|
Consolidated Net Sales by Product Categories |
|
|
(thousands) |
|
|
|
Fiscal year ended March 31, |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Power Tools |
|
¥ |
171,376 |
|
|
|
74.8 |
% |
|
¥ |
210,894 |
|
|
|
75.3 |
% |
|
¥ |
255,869 |
|
|
|
74.7 |
% |
|
|
2,558,690 |
|
Gardening and
Household Products |
|
|
23,434 |
|
|
|
10.2 |
% |
|
|
28,123 |
|
|
|
10.0 |
% |
|
|
40,410 |
|
|
|
11.8 |
% |
|
|
404,100 |
|
Parts, repairs and
accessories |
|
|
34,265 |
|
|
|
15.0 |
% |
|
|
40,916 |
|
|
|
14.7 |
% |
|
|
46,298 |
|
|
|
13.5 |
% |
|
|
462,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
229,075 |
|
|
|
100.0 |
% |
|
|
279,933 |
|
|
|
100.0 |
% |
|
|
342,577 |
|
|
|
100.0 |
% |
|
|
3,425,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Power Tools
Power tools consist mainly of drills, grinders and sanders, rotary hammers and hammer drills,
demolition hammers and electric breakers, cordless impact drivers, circular saws, slide compound
saws, and cutters.
Drills are typical power tools used to drill metals, woods and plastics. They are classified into
pistol-grip drills, D-handle drills, spade-handle drills and angle drills, according to their
configuration. Makita also manufactures various kinds of cordless drills. Some of them are equipped
with a 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 primarily on concrete in the construction industry, are equipped
with a rotary function, but can also be used as ordinary hammers.
8
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 to shatter hard surfaces, principally concrete. Makita aims
to improve the working environment in the construction industry through the provision of power
tools which incorporate Makita proprietary low vibration mechanisms. These tools meet the strong
demand of drilling holes in stone and concrete, and of other uses.
Cordless impact drivers are particularly in high demand across Japanese construction sites. In
February 2005, Makita introduced cordless impact drivers powered by lithium-ion batteries instead
of 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 charging records, and analyzes the condition, such as the
heat, over-discharge, and weakening of the battery. This is Makitas original technology, which can
prolong the life of a battery through optimal and gradual charge carrying out Active Current
Control, Active Thermal Control, and Active Voltage Control based on the above analysis
result. 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 in the United States where users demand more powerful tools. Makita also rolled out its 18V
cordless power tools powered by lithium-ion batteries across major European markets since the
summer of 2006, amid 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 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 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 petrol brushcutters, chain saws, hand-held vacuum
cleaners for home use, industrial vacuum cleaners, submersible pumps and gardening equipments 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.
9
Makita also offers
engine-equipped grass cutters, lawn mowers in addition to gardening tools for trimming tree fences and cutting grass. Acquisition of Fuji Robin is contributing to strengthening Makitas lineup of
gardening and engine-powered gardening 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 Japanese yen, except percentage amount) |
|
|
U.S. dollars |
|
|
|
Consolidated Net Sales by Geographic Area |
|
|
(thousands) |
|
|
|
Fiscal year ended March 31, |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Japan |
|
¥ |
41,600 |
|
|
|
18.2 |
% |
|
¥ |
46,860 |
|
|
|
16.7 |
% |
|
¥ |
52,193 |
|
|
|
15.2 |
% |
|
$ |
521,930 |
|
Europe |
|
|
90,504 |
|
|
|
39.5 |
|
|
|
124,020 |
|
|
|
44.3 |
|
|
|
160,360 |
|
|
|
46.8 |
|
|
|
1,603,600 |
|
North America |
|
|
47,673 |
|
|
|
20.8 |
|
|
|
51,472 |
|
|
|
18.4 |
|
|
|
56,422 |
|
|
|
16.5 |
|
|
|
564,220 |
|
Asia (excluding Japan) |
|
|
16,993 |
|
|
|
7.4 |
|
|
|
19,469 |
|
|
|
7.0 |
|
|
|
22,629 |
|
|
|
6.6 |
|
|
|
226,290 |
|
Other |
|
|
32,305 |
|
|
|
14.1 |
|
|
|
38,112 |
|
|
|
13.6 |
|
|
|
50,973 |
|
|
|
14.9 |
|
|
|
509,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
229,075 |
|
|
|
100.0 |
% |
|
¥ |
279,933 |
|
|
|
100.0 |
% |
|
¥ |
342,577 |
|
|
|
100.0 |
% |
|
$ |
3,425,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
786 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.
In addition, Makita has two distribution centers in Osaka and Saitama prefectures. These
distribution centers strengthen Makitas distribution and after-sale service functions.
The majority of Makitas products are sold through its 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 2008,
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 2008, Makitas
three largest wholesalers accounted, in the aggregate, for approximately 30% of Makitas domestic
net sales.
10
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
As a leading manufacturer and marketer of power tools, Makita operates a network of production,
with its offices in more than 30 countries and areas around the world. The ratio of overseas
production exceeds 75% on a unit basis, and 85% of consolidated sales come from overseas market in
FY2008. Overseas sales, distribution, and service are carried out through a network of 34 sales
subsidiaries and 124 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, Slovakia and Bulgaria. 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, 2008, Makita had over 100 service
depots outside of Japan. As of March 31, 2008, 28 of these service depots were located in the
United States and 19 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
The markets in which Makita sells its products are generally highly competitive. Makita believes
that competition in the portable electric power tool market is based on price, product reliability,
design and after-sale services and that its products are generally competitive as to price and
enjoy competitive advantage due to their reputation for quality, product reliability and after-sale
services. Makita is the largest manufacturer of portable electric power tools in Japan and,
together with one other Japanese competitor, accounts for a substantial majority of the total sales
of such products in Japan.
In overseas markets, Makita competes with a number of manufacturers, some of which are well
established in their respective local markets as well as internationally. In recent years, in the
U.S. power tool industry, some leading home centers have introduced their own brands of power tools
for professionals, and a high level of M&A activity is in progress within the power tool industry.
Moreover, in the Japanese market, U.S. and Japanese companies are forming business alliances, and
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.
11
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 steel plates, copper, and certain other raw materials is affected by
fluctuations in international commodity markets, and these material prices appreciated during
fiscal 2008.
Makitas purchases of raw materials and parts in FY 2008, amounted to ¥174,860 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 9.0% of Makitas total purchases of raw materials and
parts.
Makita also purchases from outside sources finished products such as vacuum cleaners, electric
generators, petrol brushcutters, and laser levels and resells to its customers under the Makita
brand.
Makita has not experienced any difficulty in obtaining raw materials, parts or finished products.
Government Regulations
Makita is subject to different government regulations in the countries and areas in which it does
business, such as required business and investment regulations approvals, export regulations based
on national-security or other reasons, and other export and import regulations such as tariffs, as
well as commercial, antitrust, patent, consumer and business taxation, exchange control, and
environment and recycling laws and regulations.
If Makita is unable to comply with these regulations, it may be subject to significant fines or
other penalties and its activities in such countries and areas may be limited.
Intellectual Property Rights
As of March 31, 2008, Makita owned 503 patents and 12 utility model registrations in Japan and 465
patents and 98 utility model registrations 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, 2008,
Makita had made 641 applications for additional patents and utility model registrations in Japan as
well as 427 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.
C. Organizational structure
As of March 31, 2008, the Makita Group consisted of 48 consolidated subsidiaries and 1 equity
method affiliate. 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.
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of |
|
|
Country of |
|
Ownership and |
Company Name |
|
Incorporation |
|
Voting Interest |
Makita Numazu Corporation |
|
Japan |
|
|
100.0 |
% |
Makita U.S.A., Inc. |
|
U.S.A. |
|
|
100.0 |
|
Makita Corporation of America |
|
U.S.A. |
|
|
100.0 |
|
Makita Canada Inc. |
|
Canada |
|
|
100.0 |
|
Makita International Europe Ltd. |
|
U.K. |
|
|
100.0 |
|
12
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of |
|
|
Country of |
|
Ownership and |
Company Name |
|
Incorporation |
|
Voting Interest |
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, 2008.
|
|
|
|
|
|
|
|
|
|
Floor space |
|
|
|
Location |
|
(Square meters) |
|
|
Principal products manufactured |
Japan; |
|
|
|
|
|
|
Makita Corporation |
|
|
|
|
|
|
Okazaki Plants
|
|
|
174,508 |
|
|
Electric power tools, etc. |
Makita Numazu Corporation
|
|
|
21,199 |
|
|
Agricultural and gardening equipments |
Overseas; |
|
|
|
|
|
|
Makita (China) Co., Ltd.
|
|
|
61,302 |
|
|
Electric power tools, etc. |
Makita Corporation of America
|
|
|
24,053 |
|
|
Electric power tools, etc. |
Makita (Kunshan) Co., Ltd.
|
|
|
17,969 |
|
|
Electric power tools, etc. |
Dolmar GmbH
|
|
|
17,747 |
|
|
Electric power forestry equipments |
Makita Manufacturing Europe
Ltd.
|
|
|
11,520 |
|
|
Engine powered tools, etc.
|
Makita EU S.R.L
|
|
|
6,975 |
|
|
Electric power tools, etc.
(Commencement of production: April
2007) |
|
In addition, the Company owns an aggregate of 142,097 square 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 China, United Kingdom, the United
States, Brazil, Romania, Germany and Canada. All buildings and land in these countries, except for
land in China which is held under long term land lease, are owned by
Makita.
None of the buildings or land that Makita owns in Japan is subject to any mortgage or lien. Makita
leases 89 sales offices in Japan and all of its overseas sales offices and premises, except for the
following locations which are owned by the respective subsidiary companies;
|
|
|
Head offices and certain branch offices of Makita U.S.A., Makita Canada, and Makita Australia; and |
|
|
|
|
Head offices of Makita Germany, Makita France, Makita Benelux (the Netherlands), Makita Belgium,
Makita Italy, Makita Brazil, Makita Taiwan, and Makita Singapore. |
13
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.
In 2007, Makita rebuilt the Okazaki Plant, and the R&D and office complexes at the head office in
Japan, to meet new earthquake resistance standards. This reconstruction work was done in order to
enhance resistance to seismic activities, and represents no significant change in production
capacity. Makita believes that there are no material environmental issues that may affect Makitas
current use of its assets. In December 2007, Makita transferred the production facilities of Makita
Ichinomiya Corporation, its consolidated subsidiary as manufacturer of stationary woodworking
machines, to the Okazaki Plant in order to streamline the production function in Japan.
Item 4A. Unresolved Staff Comments
None
14
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, 2006, 2007 and 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollars |
|
|
(Millions of Japanese yen, except for percentage amounts) |
|
(thousands) |
|
|
2006 |
|
2007 |
|
2008 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
% |
|
|
|
|
NET SALES |
|
¥ |
229,075 |
|
|
|
100.0 |
|
|
¥ |
279,933 |
|
|
|
100.0 |
|
|
¥ |
342,577 |
|
|
|
100.0 |
|
|
|
22.4 |
|
|
$ |
3,425,770 |
|
Cost of sales |
|
|
132,897 |
|
|
|
58.0 |
|
|
|
163,909 |
|
|
|
58.6 |
|
|
|
199,220 |
|
|
|
58.2 |
|
|
|
21.5 |
|
|
|
1,992,200 |
|
|
GROSS PROFIT |
|
|
96,178 |
|
|
|
42.0 |
|
|
|
116,024 |
|
|
|
41.4 |
|
|
|
143,357 |
|
|
|
41.8 |
|
|
|
23.6 |
|
|
|
1,433,570 |
|
Selling, general and
administrative expenses |
|
|
58,726 |
|
|
|
25.6 |
|
|
|
66,802 |
|
|
|
23.9 |
|
|
|
76,198 |
|
|
|
22.2 |
|
|
|
14.1 |
|
|
|
761,980 |
|
Losses (gains) on disposals or
sales of property, plant and
equipment, net |
|
|
(8,326 |
) |
|
|
(3.6 |
) |
|
|
(249 |
) |
|
|
(0.1 |
) |
|
|
128 |
|
|
|
0.0 |
|
|
|
|
|
|
|
1,280 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
|
|
|
|
1,295 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
|
45,778 |
|
|
|
20.0 |
|
|
|
48,176 |
|
|
|
17.2 |
|
|
|
67,031 |
|
|
|
19.6 |
|
|
|
39.1 |
|
|
|
670,310 |
|
OTHER INCOME(EXPENSES) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income |
|
|
1,301 |
|
|
|
0.6 |
|
|
|
1,364 |
|
|
|
0.5 |
|
|
|
2,092 |
|
|
|
0.6 |
|
|
|
53.4 |
|
|
|
20,920 |
|
Interest expense |
|
|
(364 |
) |
|
|
(0.2 |
) |
|
|
(316 |
) |
|
|
(0.1 |
) |
|
|
(269 |
) |
|
|
(0.1 |
) |
|
|
(14.9 |
) |
|
|
(2,690 |
) |
Exchange gains (losses) on
foreign currency transactions,
net |
|
|
(258 |
) |
|
|
(0.1 |
) |
|
|
(418 |
) |
|
|
(0.2 |
) |
|
|
(1,233 |
) |
|
|
(0.4 |
) |
|
|
195.0 |
|
|
|
(12,330 |
) |
Realized gains (losses) on
securities, net |
|
|
2,918 |
|
|
|
1.3 |
|
|
|
918 |
|
|
|
0.3 |
|
|
|
(1,384 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
(13,840 |
) |
Other, net |
|
|
(232 |
) |
|
|
(0.1 |
) |
|
|
(401 |
) |
|
|
(0.1 |
) |
|
|
(466 |
) |
|
|
(0.1 |
) |
|
|
16.2 |
|
|
|
(4,660 |
) |
|
Total |
|
|
3,365 |
|
|
|
1.5 |
|
|
|
1,147 |
|
|
|
0.4 |
|
|
|
(1,260 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
(12,600 |
) |
|
INCOME BEFORE INCOME TAXES |
|
|
49,143 |
|
|
|
21.5 |
|
|
|
49,323 |
|
|
|
17.6 |
|
|
|
65,771 |
|
|
|
19.2 |
|
|
|
33.3 |
|
|
|
657,710 |
|
PROVISION FOR INCOME TAXES |
|
|
8,732 |
|
|
|
3.8 |
|
|
|
12,352 |
|
|
|
4.4 |
|
|
|
19,728 |
|
|
|
5.8 |
|
|
|
59.7 |
|
|
|
197,280 |
|
|
NET INCOME |
|
|
40,411 |
|
|
|
17.6 |
|
|
|
36,971 |
|
|
|
13.2 |
|
|
|
46,043 |
|
|
|
13.4 |
|
|
|
24.5 |
|
|
|
460,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Overview
Makitas principal business is the manufacture and sale of power tools for professional use
worldwide. 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.
For FY2008, 84.8% of Makitas sales were outside of Japan. Makita is therefore affected to a large
extent by demand for power tools worldwide, which in turn is influenced by factors including new
housing construction, demand for household renovations, public investment and private capital
expenditures. The nature and the extent to which each of these factors influence Makita differ in
each country and region in which Makita sells its products.
15
In developed countries such as North America and Europe where there is an established DIY market,
demand for power tools is relatively affected by changes in consumer spending. Demand for power
tools in developing countries is expected to expand as economic growth increases.
Technological developments have also driven the market for power tools. In particular, in recent
years the development of rechargeable electric tools featuring small, light and high-capacity
lithium-ion batteries has resulted in increased demand as users began to replace their conventional
power tools which used NiCad or nickel hydride batteries.
Makita has established a solid presence worldwide as a provider of portable power tools, however,
competition is becoming more severe on a global basis.
Makitas business is subject to risks associated with cross-border transactions, and its business
could be affected by governmental, economic, financial or tax-related or political policies or
factors, including trade protection measures and import or export licensing requirements. Such
factors may materially impact Makitas business and operation going forward.
Currency Fluctuations
Makita is affected by fluctuations in foreign currency exchange rates due to its place in the
global market. Makita is primarily exposed to fluctuations of the Japanese yen against the euro,
the U.S. dollar, as well as other currencies of countries where Makita does business. Makitas
consolidated financial statements, presented in yen, are affected by currency exchange fluctuations
through both translation and transaction risks.
Translation risk is the risk that Makitas consolidated financial statements for a particular
period or for a particular date will be affected by changes in the prevailing exchange rates
between the yen and the currencies in which the subsidiaries prepare their financial statements.
Even though the fluctuations of currencies against the Japanese yen can be substantial and,
therefore, significantly impact comparisons with prior accounting periods and among various
geographic markets, the translation effect is a reporting consideration and does not reflect
Makitas underlying results of operations. Transaction risk is the risk that the currency structure
of Makitas costs and liabilities will deviate from the currency structure of sales proceeds and
assets. Makita enters into foreign exchange forward contracts in order to hedge a portion of its
transaction risk. Doing so has reduced, but not eliminated, the effects of exchange rate
fluctuations against the Japanese yen, which in some years can be significant.
Generally, the depreciation of the Japanese yen against other currencies, particularly the euro,
has a positive effect on Makitas operating income and net income. Conversely, the appreciation of
the Japanese yen against other currencies, particularly the euro, has the opposite effect. The
Japanese yen generally weakened against the euro from FY 2006 to FY 2008, but strengthened against
the U.S. dollar in FY2008.
Overview
In Europe for FY 2008, Eastern Europe and Russia saw the highest economic growth, while signs of a
slowdown in Western Europe became evident as consumer spending remained weak during the second half
of the year. In the U.S., for FY 2008, a decline in residential property investments and turmoil in
the financial markets in the wake of the sub-prime loan problem increased concerns of an economic
slowdown.
16
In Asia for FY 2008, business conditions for the most part remained strong, particularly
in China where robust growth continues. In Oceania and Middle East for FY2008, net sales increased
against the backdrop of high crude oil and natural resources prices. However, in Japan, the number
of new housing constructions declined due to the tightening of the procedures for granting building
permits under the revised Building Standard Law of Japan. Moreover, steep rises in the prices of
crude oil, raw materials and sharp appreciation of the yen to the U.S. dollar have suppressed
corporate earnings, and slowed down consumer spending in Japan.
Makita focused its product development efforts on meeting marketplace needs, such as creating
and expanding its line up of lithium-ion battery products that have been highly rated by both
domestic and overseas markets since the initial launch in February 2005. In its overseas operations
in FY2008, Makita increased production at the China plant and expanded the Romania plant in order
to enhance its ability to supply products to the markets to meet the strong demand. In Central and
South Americas, Makita began construction of its second plant in Brazil. Moreover, Makita has
devoted efforts to increase management efficiency and cooperation with group companies to take full
advantage of the technical expertise of Makita Numazu which was acquired as a subsidiary in May
2007. Although Makita does not believe this acquisition has a material impact on its current year
consolidated financial statements, it is essential to strengthen the business area of gardening
tools including engine-powered tools in order to realize our growth strategies.
On a consolidated basis, Makitas net sales in FY 2008 amounted to ¥342,577 million, up 22.4% FY
2007. This is Makitas fourth consecutive year of record sales, and its seventh consecutive year of
sales growth. In FY 2007, Makitas operating income climbed 39.1%, to ¥67,031 million and net
income amounted to ¥46,043 million, 24.5% higher than FY 2007.
FY 2008 compared to FY 2007
Net sales
Makitas consolidated net sales for the fiscal year ended March 31, 2008 (FY 2008) amounted to
¥342,577 million, an increase of 22.4%, or ¥62,644 million, from the fiscal year ended March 31,
2007 (FY 2007). In FY 2008, the average yen-dollar exchange rate was ¥114.44 for $1.00,
representing a 2.2% appreciation of the yen compared with the average exchange rate in FY 2007. The
average level of the Japanese yen-euro exchange rate in FY 2008 was ¥161.59 for 1.00 euro,
representing a 7.7% depreciation of the yen compared with the average exchange rate in FY 2007.
Excluding the effect of currency fluctuations, consolidated net sales would have increased by 17.6%
in FY 2008.
Makitas consolidated net sales of products increased by 24.0% in FY 2008, as did the overall
number of units of products sold. The significant increase in the quantity of goods sold in FY
2008 primarily reflected strong sales of power tools such as drills, hammer drills, rotary hammers
and grinders. In Europe, competitiveness improved due to the strength of the euro against the
Japanese yen. In other regions, against the backdrop of high crude oil and natural resources
prices, net sales increased in Oceania, Latin America and the Middle East. Sales of new products,
such as lithium ion battery products, comprised 10.4% of consolidated net sales of Makita in FY
2008, or ¥35,798 million.
In terms of product type, the sales of power tools increased by 21.3%, or ¥44,975 million,
gardening and household products increased by 43.7%, or ¥12,287 million, and revenue from parts,
repairs and accessories increased by 13.2%, or ¥5,382 million. In particular, sales of drills,
hammer drills, rotary hammers and grinders increased.
17
Sales by region
The increase in consolidated net sales in FY 2008 can be attributed to an increase in sales in
Japan by 11.4%, or ¥5,333 million, to ¥52,193 million, an increase in sales in Europe by 29.3%, or
¥36,340 million, to ¥160,360 million and, an increase in sales in North America, by 9.6%, or ¥4,950
million, to ¥56,422 million, increased sales in Asia
(excluding Japan) by 16.2%, or ¥3,160 million, to ¥22,629 million and an increase in sales in other
regions, including Australia, Latin America and the Middle East, by 33.7% or ¥12,861 million, to
¥50,973 million.
The increased sales in Japan in FY 2008 primarily reflected strong sales of lithium ion battery
based impact drivers. In addition, Makita Numazu, which became a subsidiary in May 2007 to
strengthen the area of gardening tools including engine-powered tools, contributed to the overall
increased sales in Japan.
The increased sales in Europe in FY 2008 primarily reflected the appreciation of the euro against
the Japanese yen, as well as the introduction of new products, particularly rotary hammers with
AVT(Anti Vibration Technology) and lithium ion battery products. Net sales in yen terms increased
in Russia and Eastern Europe by 44.0%, in the United Kingdom by 24.6%, in Germany by 30.7% and in
France by 18.4% compared to FY 2007. Excluding the effect of fluctuations of the local currencies,
net sales in Europe would have increased by 20.4%, or ¥25,298 million in FY 2008.
The increased sales in North America in FY 2008 primarily reflected strong sales of lithium ion
battery products, despite falls in housing investments in the wake of the sub-prime loan problem.
Excluding the effect of fluctuations of the local currencies, net sales in North America would have
increased by 9.7%, or ¥5,013 million in FY 2008, compared with FY 2007.
The increased sales in Asia excluding Japan in FY 2008 primarily reflected the increased sales in
Singapore and Indonesia, particularly with respect to power tools, such as grinders and rotary
hammers. Excluding the effect of fluctuations of the local currencies, net sales in Asia would have
increased by 15.1%, or ¥2,947 million in FY 2008.
The increased sales in other regions including Australia, Latin America and the Middle East in FY
2008 were primarily due to an increase in the number of units sold, particularly with respect to
power tools such as grinders, hammer drills and rotary hammers. With regard to other regions,
construction investment was strong due to continued economic growth with a backdrop of an increase
in the price of mineral resources and crude oil. Accordingly, excluding the effect of fluctuations
of the local currencies, net sales in other regions would have increased by 27.9%, or ¥10,616
million in FY 2008.
Review of Performance by Product Group
Power Tools
The 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 2008, sales of power tools grew by 21.3%, to ¥255,869
million, accounting for 74.7% of consolidated net sales. In Japan, sales of power tools decreased
by 6.6%, to ¥23,605 million, accounting for 45.2% of total domestic sales. Overseas sales of power
tools increased by 25.1%, to ¥232,264 million, or 80.0% of total overseas sales.
18
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 2008, Makita recorded a 43.7% increase in
sales of gardening and household products, to ¥40,410 million, or 11.8% of consolidated net sales.
Domestic sales of gardening and household products increased by 69.0%, to ¥15,340 million,
accounting for 29.4% of total domestic sales. Makita Numazu, which became a subsidiary in May 2007
to strengthen the area of gardening tools including engine-
powered tools, contributed to increased sales in Japan. Makita recorded a 31.6% increase in
overseas sales of gardening and household products, to ¥25,070 million, which accounted for 8.6% of
total overseas sales in FY 2008.
Parts, Repairs and Accessories
Makitas after-sales services include the sales of parts, repairs and accessories. In FY 2008,
parts, repairs and accessories sales increased by 13.2%, to ¥46,298 million, accounting for 13.5%
of consolidated net sales. Domestic sales of parts, repairs, and accessories increased by 5.9%, to
¥13,248 million, accounting for 25.4% of total domestic sales. Overseas sales of parts, repairs,
and accessories grew by 16.4%, to ¥33,050 million, accounting for 11.4% of total overseas sales.
Cost of Sales
Cost of sales increased by 21.5%, or ¥35,311 million from FY 2007 to ¥199,220 million.
The sales cost ratio improved by 0.4 points from 58.6% in FY 2007 to 58.2% due mainly to an
increased production rate in China, as well as sales growth resulting from favorable exchange rate
fluctuations, primarily the depreciation of the Japanese yen against the euro.
Gross Profit
Gross profit on sales increased by 23.6%, or ¥27,333 million to ¥143,357 million. Gross
profit margin rose by 0.4 points from 41.4% in FY 2007 to 41.8%.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for FY 2008 increased by 14.1%, or ¥9,396 million from
FY 2007 to ¥76,198 million. The main factors were a rise in shipping costs due to increased sales,
increased personnel costs due to an increase in the number of employees, and increased advertising
costs due to sales promotion activities by overseas subsidiaries. Additionally, selling, general
and administrative expenses excluding the impact of currency fluctuations increased by 10.2%.
On the other hand, the ratio of selling, general and administrative expenses to sales fell by 1.7
points from 23.9% to 22.2%, due to increased sales.
Losses (Gains) on Disposal or Sales of Property, Plant and Equipment
In FY 2008, the Company demolished parts of its headquarters building. Also, certain subsidiaries
recorded losses on disposal of fixed assets. Accordingly, Makita recognized net losses on disposal
or sales of property, plant and equipment of ¥128 million in FY 2008, compared with net gains of
¥249 million in FY 2007.
Operating Income
As a result of the above, operating income for FY 2008 increased by 39.1% to ¥67,031 million.
Operating income margin increased by 2.4points, from 17.2% in FY 2007 to 19.6% in FY 2008.
19
Other Income (Expense)
In FY 2008, other expense was ¥1,260 million, compared with other income of ¥1,147 million in FY
2007.
The major components of other expense were as follows:
(1) Realized losses on securities amounted to ¥1,384 million, compared with realized gains on
securities of ¥918 million in FY 2007. This result was due mainly to the decline of stock
prices.
(2) The amount of foreign exchange losses increased by ¥815 million, to ¥1,233 million, in FY
2008 due to foreign exchange losses mainly in China and Japan.
Income
before Income taxes
Income before income taxes for FY 2008 increased by 33.3%, or ¥16,448 million as compared with
FY 2007 to ¥65,771 million. The ratio of income before income taxes to sales for FY 2008 increased
by 1.6 points, from 17.6% in FY 2007 to 19.2%.
Provision
for Income taxes
Provision for income taxes for FY 2008 amounted to ¥19,728 million, an increase of 59.7%, or ¥7,376
million, as compared with FY 2007 due mainly to an increase in taxable income. 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 2008, the balance of valuation
allowance remained relatively unchanged compared with FY 2007. As a result, the effective tax rate
for FY 2008 was 30.0%, a 5.0% increase from 25.0% for FY 2007.
Net Income
As a result of the above, net income for FY 2008 increased by 24.5%, or ¥9,072 million compared
with FY 2007, to ¥46,043.
Earnings
per Share
Basic earnings per share of common stock amounted to ¥320.3, compared with ¥257.3 in FY 2007.
Regional Segments
Segment information described below is based on the location of the Company and its relevant
subsidiaries.
Japan Segment
In FY 2008, sales in the Japan segment grew by 12.9%, to ¥142,006 million. Sales to external
customers increased by 17.3% to ¥72,466 million, which accounted for 21.2% of consolidated net
sales. The increase reflects a 11.4% rise in sales in the domestic market as well as a 35.9%
increase in export sales mainly to Africa and Asia. Segment operating expenses in Japan increased
by 10.7%, to ¥120,020 million, operating income increased by 26.3%, to ¥21,986 million in FY 2008.
Europe Segment
In FY 2008, sales in the Europe segment grew by 26.9% to ¥165,824 million. Sales to external
customers increased by 28.3%, to ¥160,218 million, which accounted for 46.8% of consolidated net
sales.
20
This increase is mainly due to strong sales of the rotary hammer and lithium ion battery
products, and the high growth achieved in the Eastern Europe and Russian economies. Segment
operating income increased by 49.4%, to ¥26,974 million.
North America Segment
In FY 2008, sales in the North America segment climbed by 8.3%, to ¥61,446 million. Sales to
external customers increased by 9.3% to ¥56,234 million, which accounted for 16.4% of consolidated
net sales. This increase was mainly due to higher sales of lithium ion battery products. However,
operating income for FY 2008 decreased by
31.6%, to ¥1,719 million. This decrease is mainly due to a decrease in a gain on disposal of
property, plant and equipment in FY 2008.
Asia Segment (excluding Japan)
In FY 2008, sales in the Asia segment increased by 46.6% to ¥112,482 million. The increase in sales
in this segment is primarily due to higher inter-segment sales from two factories in China to
Europe and North America. Sales to external customers increased by 16.2%, to ¥11,271 million, which
accounted for 3.3% of consolidated net sales. This increase is primarily due to an increase in
sales in Singapore. Segment operating income grew by 41.5%, to ¥14,014 million in FY 2008.
Other Segment
In FY 2008, sales in the other segment increased by 32.0% to ¥42,560 million. Sales to external
customers increased by 32.0%, to ¥42,388 million, which accounted for 12.4% 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 61.5%, to ¥5,596 million, in FY 2008. The reason for
this increase is mainly an improvement of cost ratio of sales in Oceania.
FY 2007 Compared to FY 2006
Net sales
Makitas consolidated net sales for the 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.
The companys consolidated net sales increased by 22.2% in FY 2007, as well as the overall number
of units of products sold. 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 the euro against the Japanese 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.
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.
21
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.
22
Review of Performance by Product Group
Power Tools
The 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, accounting 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%, or ¥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%, or ¥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%, or ¥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.
23
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, before
tax, 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 the Chinese Renmin 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.
24
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.
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 inter-segment sales 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.
25
CRITICAL ACCOUNTING POLICIES
As disclosed in Note 3 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.
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.
26
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, 2006, 2007 and 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
For the year ended March 31, |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Volume-based rebates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual payment for the year |
|
|
(5,104 |
) |
|
|
(6,342 |
) |
|
|
(9,280 |
) |
|
|
(92,800 |
) |
Income statement impact for the year |
|
|
5,726 |
|
|
|
7,477 |
|
|
|
9,897 |
|
|
|
98,970 |
|
Accrued expenses or deduction of
account receivables (BS)
as of March 31 |
|
|
2,724 |
|
|
|
3,859 |
|
|
|
4,476 |
|
|
|
44,760 |
|
Cooperative advertisings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual payment for the year |
|
|
(2,127 |
) |
|
|
(2,646 |
) |
|
|
(3,521 |
) |
|
|
(35,210 |
) |
Income statement impact for the year |
|
|
2,196 |
|
|
|
3,026 |
|
|
|
3,517 |
|
|
|
35,170 |
|
Accrued expenses or deduction of
account receivables (BS)
as of March 31 |
|
|
577 |
|
|
|
957 |
|
|
|
953 |
|
|
|
9,530 |
|
Cash discounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual payment for the year |
|
|
(4,311 |
) |
|
|
(5,458 |
) |
|
|
(5,833 |
) |
|
|
(58,330 |
) |
Income statement impact for the year |
|
|
4,371 |
|
|
|
5,315 |
|
|
|
5,881 |
|
|
|
58,810 |
|
Accrued expenses or deduction of
account receivables (BS)
as of March 31 |
|
|
491 |
|
|
|
348 |
|
|
|
396 |
|
|
|
3,960 |
|
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.
27
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.
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.
28
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.
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 2.4% as of
March 31, 2008.
As of March 31, 2008, Makita allocated 45.7% and 36.8% of plan assets to equity securities and debt
securities, respectively. The value of these plan assets are influenced by fluctuations in world
securities markets. Significant depreciation or appreciation will have corresponding impact on
future expenses.
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, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
Change in |
|
|
projected benefit |
|
pre-tax pension |
Change in assumption |
|
obligation |
|
expenses |
|
|
Japanese yen (millions) |
50 basis point increase / decrease in discount rate |
|
|
-2,305 / +2,582 |
|
|
|
-2 / +1 |
|
50 basis point increase / decrease in expected return on assets |
|
|
|
|
|
|
-171/ +171 |
|
|
|
|
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.
29
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 2007 and FY 2008 Makita reversed a portion of the
valuation allowance in the amount of ¥2,701 million and ¥237 million, respectively. Makita has
recorded a valuation allowance of ¥331 million as of March 31, 2008 against certain deferred income
tax assets because of no tax planning strategy and an anticipated expiration of net operating loss
carry forwards. 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 September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 has been
subsequently amended by FASB Staff Position FAS157-1, Application of FASB Statement No. 157 to
FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement under Statement 13 and FASB Staff Position
FAS157-2, Effective Date of FASB Statement No. 157. SFAS No. 157, as amended, defines fair
value, establishes a framework for measuring fair value, and expands disclosures about fair value
measurements for instruments within its scope. SFAS No. 157, as amended, is effective from the
fiscal period beginning after November 15, 2007, except for items that are not recognized or
disclosed at fair value in an entitys financial statements on a recurring basis (at least
annually), for which it is effective from the fiscal period beginning after November 15, 2008. SFAS
No. 157, as amended, 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 does not expect the adoption of SFAS No. 159 will have a material impact on its
consolidated results of operations and financial condition.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, and No. 160,
Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. These
statements aim to improve, simplify, and converge internationally the accounting for business
combinations and the reporting of non-controlling interests in consolidated financial statements.
These statements are effective for fiscal years beginning after December 15, 2008 and are required
to be adopted by Makita, in the fiscal year beginning April 1, 2009.
30
Under SFAS No. 141(R), an
acquiring entity will be required to recognize all the assets acquired and liability assumed in a
transaction at the acquisition date at fair value with limited exceptions. SFAS No. 141(R) also
establishes disclosure requirements to enable the evaluation of the nature and financial effects of
the business combination. SFAS No. 160 establishes new accounting and reporting standards for the
non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically,
this statement requires the recognition of non-controlling interests (minority interests) as equity
in the consolidated financial statements and separates from the parents equity. The amount of net
income attributable to non-controlling interests will be included in consolidated net income on the
face of the consolidated income statement. This statement also establishes disclosure requirements
that clearly identify and distinguish between the interests of the parent and the interests of the
non-controlling owners. Makita is currently evaluating the effect that the adoption of these
statements will have on its consolidated financial statements.
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, 2008, Makita held cash and cash equivalents
amounting to ¥46,306 million and the Companys subsidiaries have credit lines up to ¥24,246
million, of which ¥1,582 million was used and ¥22,664 million was unused and available. As of March
31, 2008, Makita had ¥1,724 million in short-term borrowing, which included bank borrowings and the
current portion of capital lease obligations. Short-term borrowing was used for daily operations at
the subsidiaries. The amount excluding current maturities of long-term indebtedness was ¥1,582
million, a decrease of 12.9% (¥234 million) from FY 2007. 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, 2008, Makitas total short-term borrowings and long-term indebtedness amounted to
¥2,632 million, representing an increase from ¥1,945 million reported for FY 2007. Makitas ratio
of indebtedness to shareholders equity increased by 0.2 points to 0.8%, mainly due to an increase
of long-term borrowing, which increased from ¥53 million to ¥908 million. 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 FY 2009 and thereafter.
Makita has historically maintained a high level of liquid assets. Management estimates that the
cash and cash equivalents level of ¥46,306 million as of March 31, 2008, together with Makitas
available credit facilities, cash flow from operations and funds available from long-term and
short-term debt financing, will be sufficient to satisfy its future working capital needs, capital
expenditure and research and development through fiscal 2009 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 ¥10 billion annually. Please see Fiscal Year 2008
Capital Expenditures below in this section for a description of Makitas principal capital
expenditures for fiscal 2008 and the main planned expenditures for fiscal 2008. At the Regular
General Meeting of Shareholders held in June 2008, the Companys shareholders approved a cash
dividend of ¥67 per share.
31
The total cash dividend payments amount to ¥9,633 million, and were made
in June 2008. In 2007, Makita acquired all outstanding shares of Makita Numazu for approximately
¥2.7 billion in cash and 81,456 Makita shares. Makita financed the cash portion of the purchase
price from internal sources.
Makita believes it will continue to be able to access the capital markets on terms and for amounts
that will be satisfactory to it and as necessary to support the business and to engage in hedging
transactions on commercially acceptable terms.
FY 2008
Cash Flows
Net cash provided by operating activities decreased by ¥3,085 million from ¥32,360 million in FY
2007 to ¥29,275 million in FY 2008 as a result of the following:
|
|
¥65,664 million decrease due to higher levels of cash used in operating activities such as
purchases of parts and raw materials, selling, general and administrative expenses, and income
tax payments |
|
|
|
¥62,579 million increase due to higher levels of cash received from customers as a result
of net sales growth |
Net cash used in investing activities decreased by ¥22,768 million from ¥27,276 million in FY 2007
to ¥4,508 million in FY 2008 primarily as a result of the following:
|
|
¥6,357 million decrease due to lower purchases of available-for-sale securities and
held-to-maturity securities |
|
|
|
¥8,101 million decrease due to higher proceeds from sales and maturities of securities |
|
|
|
¥9,266 million decrease due to withdrawals of time deposits |
|
|
|
¥2,056 million increase due to higher capital expenditures for reconstruction of the
Okazaki plant, improvements to the headquarters buildings, and new plant constructions of
Makita China, Makita Brazil and Makita Romania |
|
|
|
¥1,385 million increase due to an acquisition of Makita Numazu for ¥2,034 million, net of
cash acquired |
Net cash used in financing activities increased by ¥5,508 million from ¥8,307 million in FY 2007 to
¥13,815 million in FY 2008 primarily as a result of the following:
|
|
¥4,025 million increase due to higher dividends paid |
Accounting for all these activities and the effect of exchange rate changes, Makitas cash and cash
equivalents increased by ¥9,178 million from ¥37,128 million as of the end of FY 2007 to ¥46,306
million as of the end of FY 2008.
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. This required Makita to increase
the amount of its capital expenditures in FY 2008 compared to FY 2007, amounting to ¥11,383
million, ¥12,980 million and ¥15,036 million for FY 2006, 2007 and 2008, respectively.
32
Capital expenditures in FY 2008 were mainly used for expansion and rebuilding of the Okazaki plant,
improvements to the Companys headquarters buildings, purchases of metal molds for new products,
construction of the China plant, Brazil plant and Romania plant along with purchases of
manufacturing facilities which make it easier to increase production capacities or maintain high
production capacities. Capital investments of the Company amounted to approximately ¥8.6 billion,
while capital investment of overseas subsidiaries amounted to approximately ¥6.4 billion. All of
Makitas capital expenditures in FY 2008 were funded through internal sources.
Under its investment plans for FY 2009, the Makita Group is scheduled to make capital investments
totaling ¥25 billion, which is 66% higher than for FY 2008. Of this total, the Company plans to
make direct investments of ¥8 billion and its consolidated subsidiaries will invest ¥17 billion.
In continuation from FY 2008, the Companys main capital investment plan is to rebuild the Okazaki
plant, Nagoya Branch in Japan, and purchase of metal molds for new products. 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. Due to the
expansion of its business in Europe, the Company plans to invest
approximately ¥10 billion in upgrading and expanding of its European and Asian sales subsidiaries,
including Makita France, Makita Switzerland, Makita Benelux, Makita Poland, Makita Germany and
Makita Taiwan. The remaining ¥7 billion will continue to be invested in the construction of the
Romania plant, China plant and Brazil factories. These are all scheduled to be funded with internal
sources.
FY 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 plant, |
|
|
|
Improvements to the Headquarters buildings, |
|
|
|
Construction of Makita Romania plant, |
|
|
|
Purchases of machine and equipment for Makita China plant, |
33
|
|
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 from 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.
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 in FY 2007.
As a result of these activities in addition to the effect of exchange rate changes, Makitas cash
and cash equivalents as of March 31, 2007 amounted to ¥37,128 million, dropping by ¥1,926 million
compared the end of FY 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. This required Makita to increase
the amount of its capital expenditures in FY 2007 compared to FY 2006, amounting 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 plant,
improvements to the Companys headquarter buildings, construction of the Romania plant, and for the
purchase of metal molds for new products, acquisition of production equipment in connection with
facilities, such as China factories and Makita Romania S.R.L. Capital investments of the Company
amounted to approximately ¥7.3 billion, while capital investments of overseas subsidiaries
amounted to approximately ¥5.7 billion. All of Makitas capital expenditures in FY 2007 were
funded through internal sources.
Financial Position
Total assets at the end of FY 2008 were ¥386,467 million, up 4.9% from the previous fiscal
year-end. Total current assets increased by 9.0% to ¥290,355 million, owing to such factors as an
increase of cash and cash equivalents, and inventories.
34
Inventories increased by ¥19,387 million
from ¥92,800 million at the end of FY 2007 to ¥112,187 million at the end of FY 2008. Since demand
for Makita products is growing steadily, Makita increased inventories so that sales opportunities
would not be lost.
Property, plant and equipment, at cost less accumulated depreciation, increased by 9.0%, to ¥69,058
million. Investments and other assets decreased by 29.9%, to ¥27,054 million. Total current
liabilities increased by 9.8%, to ¥59,656 million mainly due to increase in income taxes payable,
trade notes and accounts payable.
Long-term liabilities decreased by 16.8%, to ¥7,797 million, mainly due to a decrease in deferred
income tax liabilities incurred as a result of the decrease in unrealized gains on securities and
long-term prepaid pension expenses. The current ratio was 4.9 times as same as at March 31, 2007.
Shareholders equity increased by 4.6%, to ¥316,498 million. The main reasons for this increase are
an increase in retained earnings, from ¥215,365 million in
FY 2007 to ¥249,191 in FY2008.
Fluctuations in the accumulated other comprehensive income (losses) are due to the following
reasons:
1. |
|
Accumulated other comprehensive income occurred through net unrealized holding gains on
available-for-sale securities are due to the 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, |
|
2. |
|
Accumulated other comprehensive losses occurred through pension liability adjustment are due
to the increase in net actuarial loss as a result of the depreciation of the market value of
the plan asset , |
|
3. |
|
Accumulated other comprehensive losses occurred through foreign currency translation
adjustments are due to the decrease in foreign currency translation adjustments as a result of
appreciation of the Japanese yen against the U.S. dollar, the British pound and the Chinese
Renmin yuan. |
As a result, the shareholders equity ratio slightly decreased to 81.9%, from 82.1% in the previous
fiscal year-end.
C. Research and development, patents and licenses, etc.
Approximately 660 of Makitas employees are engaged in research and development activities and
product design. Makita also employs approximately 110 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 R&D of electric, electronic and other applications.
Makita regards R&D as a high priority 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 2008,
Makita allocated ¥5,922 million to R&D, approximately 1.7% of net sales, up 8.5% from FY2007. In
FY 2007, Makita allocated ¥5,460 million for R&D, up 13.1% from the ¥4,826 million allocated in FY
2006. The ratio of R&D expenses to net sales was approximately 2.0% in FY 2007 and 2.1% in FY 2006.
Makita is placing more emphasis on designing power tools that are smaller and lighter, featuring
electronic controls, and that have internal power sources allowing for cordless operation.
Additional design priorities include developing units that feature low level of noise and low
vibration, measures to restrain dust emissions and new safety systems. Still another priority is to
design units 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.
35
New
products developed in FY 2008 included rotary hammer, 10.8V Li-ion impact driver and
other products. Makita also created a medium-to-long-term program on priority categories which
includes gardening tools.
Makita has 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 the old typed batteries. Makita also developed an original battery verification
system using the previously mentioned digital communication functions. Using this system, customers
can check the state of charge of their batteries and Makita can provide customers with information
on how to make their batteries last longer.
D. Trend information
With regard to the outlook for the future, there is still an uncertain outlook for the business
environment in which Makita operates, due to concerns including the state of the global economy,
such as the down-turn in the U.S. economy and the sub-prime loan problem, the uncertainty with respect to the Western European
economy, the weak Japanese housing investment, fluctuations in exchange rates and the prices of oil
and raw materials.
In the light of this outlook, Makita aims to improve performance by not only continuing efforts to
increase its market share of the power tool market for professionals but also to expand its share
of the air tools and gardening equipment markets. To achieve this, Makita is improving its global
sales, and service framework and developing high-value-added products.
In the North American market, Makita entered into a sales agreement in March 2008 with Home Depot
U.S.A., Inc. which is the largest home improvement chain in the U.S.
Makitas goal is to continue to distribute its products through the home improvement channel which
has a significant influence on the sales trend of electric power tools in the North American market
and to consistently increase sales and raise awareness of Makitas brand name.
Accordingly, Makita aims to meet its goals by solidifying a business partnership with Home Depot in
the North American market, through which new and innovative Makita products will be distributed in
the home improvement channel.
Makita will seek to strengthen its relationship with important specialty stores such as independent
construction supply and hardware stores which carry Makita products and offer enhanced after-sales
services.
E. Off-balance sheet arrangements
Makita did not have any off-balance sheet arrangements as of March 31, 2008 except for certain
operating leases entered into in the ordinary course of business. See Note 15 to the accompanying
consolidated financial statements.
36
F. Tabular disclosure of contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen (millions) |
|
|
|
|
|
|
|
Expected payment date, year ending March 31, |
|
|
|
Total |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
Thereafter |
|
Capital lease |
|
|
550 |
|
|
|
142 |
|
|
|
117 |
|
|
|
57 |
|
|
|
16 |
|
|
|
218 |
|
|
|
|
|
Interest expenses on
capital lease |
|
|
40 |
|
|
|
20 |
|
|
|
13 |
|
|
|
6 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Operating lease |
|
|
1,821 |
|
|
|
573 |
|
|
|
404 |
|
|
|
284 |
|
|
|
201 |
|
|
|
156 |
|
|
|
203 |
|
Unsecured loans from bank |
|
|
500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
|
|
|
|
|
|
Contributions to defined
benefit plan |
|
|
3,058 |
|
|
|
3,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase obligation |
|
|
9,632 |
|
|
|
8,901 |
|
|
|
731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
15,601 |
|
|
¥ |
12,694 |
|
|
¥ |
1,265 |
|
|
¥ |
347 |
|
|
¥ |
718 |
|
|
¥ |
374 |
|
|
¥ |
203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollars (thousands) |
|
|
|
|
|
|
|
Expected payment date, year ending March 31, |
|
|
|
Total |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
Thereafter |
|
Capital lease |
|
|
5,500 |
|
|
|
1,420 |
|
|
|
1,170 |
|
|
|
570 |
|
|
|
160 |
|
|
|
2,180 |
|
|
|
|
|
Interest expenses on
capital lease |
|
|
400 |
|
|
|
200 |
|
|
|
130 |
|
|
|
60 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
Operating lease |
|
|
18,210 |
|
|
|
5,730 |
|
|
|
4,040 |
|
|
|
2,840 |
|
|
|
2,010 |
|
|
|
1,560 |
|
|
|
2,030 |
|
Unsecured loans from bank |
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
Contributions to defined
benefit plan |
|
|
30,580 |
|
|
|
30,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase obligation |
|
|
96,320 |
|
|
|
89,010 |
|
|
|
7,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
156,010 |
|
|
$ |
126,940 |
|
|
$ |
12,650 |
|
|
$ |
3,470 |
|
|
$ |
7,180 |
|
|
$ |
3,740 |
|
|
$ |
2,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
|
1.Determination of contributions to defined benefit plan after 2009 is not practicable. |
|
|
2.The notional amount of derivative financial instruments that are expected to settle in FY
2009 is ¥26,519 million and their estimated fair value is ¥380 million at March 31, 2008.
Please see note 17 to the consolidated financial statements for further information. |
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.
37
Item 6. Directors, Senior Management and Employees
A. Directors and senior management
The Directors and Statutory Auditors of the Company as of June 26, 2008 are as follows:
Masahiko Goto
Current Position: President, Representative Director since May 1989
Date of Birth: November 16, 1946
Director since: May 1984
Business Experience:
May 1984: Director, General Manager of General Planning Department
July 1987: Managing Director of Administration Headquarters
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 2007Date 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:
38
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
Shiro Hori
Current Position: Director, General Manager of Overseas Sales Headquarters (America, Asia, and
Oceania Area and International Administration) since September 2007
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
June 2003: Director, General Manager of International Sales Headquarters: America Area and International Administration
Tadashi Asanuma
Current Position: Director, General Manager of Domestic Sales
Marketing Headquarters: Tokyo Area
since July 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: Osaka Area
Hisayoshi Niwa
Current Position: Director, General Manager of Quality Headquarters
since April 2005
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
June 2003: Director, General Manager of Quality Control Headquarters
Zenji Mashiko
Current Position: Director, General Manager of Domestic Sales
Marketing Headquarters: Nagoya Area since July 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: Tokyo Area
39
Toshio Hyuga
Current Position: Director, General Manager of Domestic Sales
Marketing Headquarters: Osaka Area
since July 2007
Date of Birth: March 14, 1948
Director since: June 2007
Business Experience:
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
Toshihito Yamazoe
Current Position: Standing Statutory Auditor since June 2008
Date of Birth: October 16, 1949
Statutory Auditor since: June 2008
Business Experience:
April 1999: Assistant General Manager of Asia and Oceania Sales Department of International Sales Headquarters
August 2000: President of Makita (China) Co., Ltd.
April 2006: General Manager of Europe Sales Department of International Sales Headquarters
40
Haruhito Hisatsune
Current Position: Outside Standing Statutory Auditor since June 2008
Date of Birth: February 7, 1947
Statutory Auditor since: June 2008
Business Experience:
May 1990: Manager of Government Securities Service Section of Operation Department of The Nippon Bank
May 1991: Officer of Examination Department of The Nippon Bank
April 1997: General Manager of Overseas Section of The Hekikai Shinkin Bank
January 2001: Managing Director of Business Center of The
Hekikai Shinkin Bank
August 2003: Management Director and Corporate Officer, Director of
Business Center
Masafumi Nakamura
Current Position: Outside Statutory Auditor since June 2007
Date of Birth: September 17, 1942
Outside Statutory Auditor since: June 2007
Business Experience:
May 1983: Representative partner of SAN-AI Audit Corporation
April 2001: Representative partner of Tohmatsu & Co.
January 2006: Representative partner of Masafumi NakamuraAccountancy Firm
April 2006: Associate professor in Graduate School of Business at Aichi Shukutoku University
June 2006: Outside Statutory Auditor for SUZUKEN CO., LTD.
June 2007: Outside Statutory Auditor for Taiyo Kagaku Co., Ltd.
Michiyuki Kondo
Current Position: Outside Statutory Auditor since June 2008
(Attorney-at-law, Kondo Michiyuki Law Firm)
Date of Birth: October 23, 1944
Outside Statutory Auditor since: June 2008
Business Experience:
April 1971: Attorney-at-law, Takasu Hiroo Law Firm
May 1977: Established Kondo Michiyuki Law Firm
May 2005: Outside Statutory Auditor for ELMO Co., Ltd.
The term
of each director listed above expires in June 2009. The term of Mr. Masafumi Nakmura as
Outside Statutory Auditor expires in June 2011. The terms of
Mr. Toshihito Yamazoe as Statutory Auditor and of
Mr. Haruhito Hisatsune and Michiyuki Kondo as Outside Statutory Auditor expire in June 2012.
There are no family relationships between any of the individuals named above. There is no
arrangement or understanding with major shareholders, customers, suppliers, or others pursuant to
which any person named above was selected as a Director or a Statutory Auditor.
41
B. Compensation
The aggregate amount of remuneration, including bonuses but excluding retirement allowances, paid
by the Company during FY 2008 to all Directors and Statutory Auditors, who served during FY 2008,
totaled ¥348 million. Remuneration paid by the Company during FY 2007 to all Directors and
Statutory Auditors, who served during FY
2007, totaled ¥266 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 ¥501 million as of March 31, 2007 and was decreased to ¥468
million as of March 31, 2008. However, this Executive retirement and termination allowances program
was abolished by the Annual General Meeting of Shareholders held on June 29, 2006, because the
program featured minimal correlation with the Companys results while presenting strong
seniority-based elements. With regard to retirement and termination allowances accrued through that
day, the retirement allowance will be paid to eligible executives upon their retirement.
Beginning in July 2006, the Company introduced a new remuneration program which links the
Directors compensation to Makitas stock prices. Under this remuneration program, a portion or all
of the directors monthly compensation representing their retirement allowance will be contributed
to the Executive Stock Ownership Plan, which in turn will acquire the Companys stock. The acquired
stock will be retained for the duration of the Directors tenure. The purpose of this system is to
effectively link a portion of the Directors remuneration to the stock price, and thereby provide
further transparency of directors managerial responsibility with respect to improving the
Companys value.
C. Board practices
Under the Company Law, the Company has elected to structure its corporate governance system as a
company with a board of statutory auditors as set out below.
The Companys Articles of Incorporation provide for 15 or fewer Directors and 5 or fewer Statutory
Auditors. All Directors and Statutory Auditors are elected at general meetings of shareholders. In
general, the term of offices of Directors expires at the conclusion of the ordinary general meeting
of shareholders held with respect to the last business year ending within two years from their
election, and in the case of Statutory Auditors, within four years from their election; however,
Directors and Statutory Auditors may serve any number of consecutive terms. With respect to each
expiration date of the term of offices of current Directors and Statutory Auditors, see A.
Directors and senior management of Item 6.A.
The 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 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.
42
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 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).
Setting 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 committee 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.
43
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; |
|
(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, |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
Categorized by Geographic Areas |
|
|
|
|
|
|
|
|
|
|
|
|
Japan |
|
|
3,038 |
|
|
|
3,007 |
|
|
|
3,206 |
|
China |
|
|
2,325 |
|
|
|
2,443 |
|
|
|
3,190 |
|
U.S.A. |
|
|
942 |
|
|
|
926 |
|
|
|
995 |
|
Overseas |
|
|
5,591 |
|
|
|
6,055 |
|
|
|
7,230 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8,629 |
|
|
|
9,062 |
|
|
|
10,436 |
|
|
|
|
|
|
|
|
|
|
|
44
During FY 2008, the Company hired on average approximately 2,200 temporary employees in China, and
approximately 510 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,
2008, there are 2,719 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, 2008 is as follows:
|
|
|
|
|
|
|
|
|
Identity of |
|
Number of |
|
Percentage of |
|
|
Person or Group |
|
Shares Owned |
|
voting right |
|
|
Directors and Statutory
Auditors
|
|
2,123,335
|
|
1.48 % |
The following table lists the number of shares owned by the Directors and Statutory Auditors of the
Company as of March 31, 2008.
|
|
|
|
|
|
|
Name |
|
Position |
|
Number of shares |
Masahiko Goto
|
|
President, Representative
Director
|
|
|
1,976,543 |
|
Masami Tsuruta
|
|
Managing Director
|
|
|
17,522 |
|
Yasuhiko Kanzaki
|
|
Director
|
|
|
10,669 |
|
Kenichiro Nakai
|
|
Director
|
|
|
12,700 |
|
Tadayoshi Torii
|
|
Director
|
|
|
13,700 |
|
Tomoyasu Kato
|
|
Director
|
|
|
12,872 |
|
Shiro Hori
|
|
Director
|
|
|
10,313 |
|
Tadashi Asanuma
|
|
Director
|
|
|
5,700 |
|
Hisayoshi Niwa
|
|
Director
|
|
|
6,900 |
|
Zenji Mashiko
|
|
Director
|
|
|
6,700 |
|
Toshio Hyuga
|
|
Director
|
|
|
9,000 |
|
Tetsuhisa Kaneko
|
|
Director
|
|
|
5,500 |
|
Shinichiro Tomita
|
|
Director
|
|
|
2,900 |
|
Akio Kondo
|
|
Standing Statutory Auditor
|
|
|
6,700 |
|
Hiromichi Murase
|
|
Standing Statutory Auditor
|
|
|
4,910 |
|
Shoichi Hase
|
|
Outside Statutory Auditor
|
|
|
18,600 |
|
Holding shares by
Board of directors
|
|
|
|
|
2,106 |
|
The shareholders listed above do not have voting rights that are different from other shareholders
of the Company.
45
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,
2008, 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, 2008, indicated in the
reports described below.
|
|
|
|
|
|
|
|
|
Name of Beneficial Owner |
|
Number of Shares |
|
Percentage |
Japan Trustee Services
Bank, Ltd. (Trust
account) |
|
|
10,695,200 |
|
|
|
7.44% |
|
Master Trust Bank of
Japan, Ltd. (Trust
account) |
|
|
7,767,200 |
|
|
|
5.40% |
|
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 |
% |
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Owned |
|
|
|
|
|
Number of |
|
Shares Owned |
|
|
|
|
Date of |
|
Prior to |
|
|
|
|
|
Shares |
|
After the |
|
|
Name of Shareholder |
|
Transaction |
|
Transaction |
|
Percentage |
|
Changed |
|
Transaction |
|
Percentage |
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 |
|
|
|
6.10 |
% |
|
|
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 |
% |
Mitsubishi UFJ Financial Group |
|
April 14, 2008 |
|
|
8,544,423 |
|
|
|
5.93 |
% |
|
|
1,478,577 |
|
|
|
10,023,000 |
|
|
|
6.97 |
% |
As of March 31, 2008 the Company had 143,773,625, outstanding shares of common stock, excluding
235,135 shares of Treasury Stock. According to the Bank of New York, depositary for the Companys
ADSs, as of March 31, 2008, 2,562,744 shares of the Companys common stock were held in the form of
ADRs and there were 85 ADR holders of record in the United States. According to the Companys
register of shareholders and register of beneficial owners as of March 31, 2008, there were 13,952
holders of common stock of record worldwide and the number of record holders in the United States
was 107.
The major shareholders do not have voting rights that are different to the other shareholders of
the Company.
As far as is known to the Company, there is no arrangement, the operation of which may at a
subsequent date result in a change in control of the Company.
To the knowledge of the Company, it is not directly or indirectly owned or controlled by any other
corporation or by the Japanese or any foreign government.
B. Related party transactions
In 2007,
Makita acquired all outstanding shares of Makita Numazu for
approximately ¥2.7
billion in cash and 81,456 Makita shares. 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.
47
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 Japanese yen per share. However, in
the event special circumstances arise, computation of the amount of dividends will be based on
consolidated net income after certain adjustments. In addition, Makita aims to implement a flexible
capital policy, augment the efficiency of its capital employment, and thereby boost shareholder
profit. Makita continues to consider repurchases of its outstanding shares in light of trends in
stock prices. The Company intends to retire treasury stock when necessary based on consideration of
the balance of treasury stock and its capital policy.
Makita intends to maintain a financial position strong enough to withstand the challenges
associated with changes in its operating environment and other changes and allocate funds for
strategic investments aimed at expanding its global operations.
According to this basic policy, the Company paid interim cash dividends in FY 2008 of ¥30.0 per
share and ADS. The Company has declared a cash dividend of ¥67.0 per share and ADS, which was
approved by the shareholders meeting held on June 26, 2008.
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 Japanese yen in New
York City as certified for customs purposes by the Federal Reserve Bank of New York:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Japanese yen |
|
|
In U.S. dollars |
|
Fiscal year ended March 31 |
|
Interim |
|
|
Year-end |
|
|
Interim |
|
|
Year-end |
|
2003 |
|
|
9 |
|
|
|
9 |
|
|
|
0.07 |
|
|
|
0.07 |
|
2004 |
|
|
9 |
|
|
|
13 |
|
|
|
0.09 |
|
|
|
0.11 |
|
2005 |
|
|
11 |
|
|
|
36 |
|
|
|
0.10 |
|
|
|
0.34 |
|
2006 |
|
|
19 |
|
|
|
38 |
|
|
|
0.16 |
|
|
|
0.32 |
|
2007 |
|
|
19 |
|
|
|
55 |
|
|
|
0.16 |
|
|
|
0.47 |
|
2008 |
|
|
30 |
|
|
|
67 |
|
|
|
0.30 |
|
|
|
0.67 |
|
Note: Cash dividends in US dollars are based on the exchange rates at the respective payment date,
using the noon buying rates for cable transfers in Japanese yen in New York City as certified for
customs purposes by the Federal Reserve Bank of New York.
48
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.
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 |
|
|
|
(Japanese Yen) |
|
|
(U.S. dollars) |
|
Fiscal year ended March 31, |
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
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 |
|
2008 |
|
|
5,920 |
|
|
|
2,885 |
|
|
|
50.60 |
|
|
|
27.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
2
nd quarter ended September 30, 2007 |
|
|
5,820 |
|
|
|
4,030 |
|
|
|
47.44 |
|
|
|
35.20 |
|
3
rd quarter ended December 31, 2007 |
|
|
5,920 |
|
|
|
4,470 |
|
|
|
50.60 |
|
|
|
39.86 |
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tokyo Stock Exchange Price |
|
|
NASDAQ Price |
|
|
|
Per Share of Common Stock |
|
|
Per American Depositary Share |
|
|
|
(Japanese Yen) |
|
|
(U.S. dollars) |
|
Fiscal year ended March 31, |
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
4
th quarter ended March 31, 2008 |
|
|
4,510 |
|
|
|
2,885 |
|
|
|
42.13 |
|
|
|
27.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2008 |
|
|
4,510 |
|
|
|
3,340 |
|
|
|
42.13 |
|
|
|
31.38 |
|
February 2008 |
|
|
4,230 |
|
|
|
3,640 |
|
|
|
39.38 |
|
|
|
33.83 |
|
March 2008 |
|
|
3,870 |
|
|
|
2,885 |
|
|
|
35.90 |
|
|
|
27.28 |
|
April 2008 |
|
|
3,810 |
|
|
|
3,000 |
|
|
|
36.19 |
|
|
|
29.94 |
|
May 2008 |
|
|
4,440 |
|
|
|
3,600 |
|
|
|
42.47 |
|
|
|
36.03 |
|
June 2008 |
|
|
4,780 |
|
|
|
3,860 |
|
|
|
45.76 |
|
|
|
36.73 |
|
B. Plan of distribution
Not applicable
C. Markets
See Item 9.A.
D. Selling shareholders
Not applicable
E. Dilution
Not applicable
F. Expenses of the issue
Not applicable
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:
50
|
|
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. |
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.
51
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. Currently,
the effective date has not yet been determined but is expected to be January 5, 2009. On the
effective date, a new central clearing system will be established and the shares 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, the Company will be
deemed to become a company which shall not issue share certificates for its shares and all existing
share certificates will become null and void. Thereafter, the transfer of such shares will be
effected through entry in the records maintained under the new central clearing system. Only shares
deposited with JASDEC will be immediately transferable under the new central clearing system. Upon
the effective date, any requirement, reference and discussion relating to share certificates that
are included in this section under Common Stock will no longer apply.
52
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, 2008, 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 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.
53
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. |
54
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 which such interim financial statements have
been prepared. The Company may prepare non-consolidated interim financial statements consisting of
a balance sheet as of any date subsequent to the end of the last business year and an income
statement for the period from the first day of the current business year to the date of such
balance sheet. Interim financial statements prepared by the Company must be audited by the
Statutory Auditors and Accounting Auditors, as required by ordinances of the Ministry of Justice.
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.
55
Notice of convocation of a general meeting of shareholders setting forth the place, time and
purpose thereof, must be mailed to each shareholder having voting rights (or, in the case of a
non-resident shareholder, to his or her standing proxy or mailing address in Japan) at least 2
weeks prior to the date set for the meeting. Such notice may be given to shareholders by electronic
means, subject to the consent of the relevant shareholders. The record date for an ordinary general
meeting of shareholders is March 31 of each year.
Any shareholder or group of shareholders holding at least 3 percent of the total number of voting
rights for a period of 6 months or more may require the convocation of a general meeting of
shareholders for a particular purpose. Unless such general meeting of shareholders is convened
promptly or a convocation notice of a meeting which is to be held not later than 8 weeks from the
day of such demand is dispatched, the requiring shareholder may, upon
obtaining a court approval, convene such general meeting of shareholders. Any shareholder or group
of shareholders holding at least 300 voting rights or 1 percent of the total number of voting
rights for a period of 6 months or more may propose a matter to be considered at a general meeting
of shareholders by submitting a written request to a Representative Director at least 8 weeks prior
to the date set for such meeting.
If the Articles of Incorporation so provide, any of the minimum voting rights or percentages, time
periods and number of voting rights necessary for exercising the minority shareholder rights
described above may be decreased or shortened.
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; |
56
(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; |
(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.
57
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.
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.
58
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.
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.
59
Reporting of substantial shareholdings
The Financial Instruments 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.
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
In 2007, Makita acquired all outstanding shares of Makita Numazu for approximately ¥2.7 billion in
cash and 81,456 Makita shares.
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.
60
Foreign investors are:
|
|
individuals who are exchange non-residents; |
|
|
corporations that are organized under the laws of foreign countries
and areas or whose principal offices are located outside of Japan; |
|
|
corporations of which 50 percent or more of their shares are held by
individuals who are exchange non-residents and/or corporations (1)
that are organized under the laws of foreign countries and areas or
(2) whose principal offices are located outside of Japan; or |
|
|
corporations a majority of whose officers, or officers having the
power of representation, are individuals who are exchange
non-residents. |
In general, the acquisition of shares of a Japanese company (such as the shares of Common Stock of
the Company) by an exchange non-resident from a resident of Japan is not subject to any prior
filing requirements. In certain limited circumstances, however, the Minister of Finance may require
prior approval of an acquisition of this type. While prior approval, as described above, is not
required, in the case where a resident of Japan transfers shares of a Japanese company (such as the
shares of Common Stock of the Company) for consideration exceeding 100 million Japanese yen to an
exchange non-resident, the resident of Japan who transfers the shares is required to report the
transfer to the Minister of Finance within 20 days from the date of the transfer, unless the
transfer was made through a bank, 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. 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.
61
Also, this summary does not purport to
address all the material tax consequences that may be relevant to the holders of shares of Common
Stock or ADSs, and does not take into account the specific circumstances of any particular
investors, some of which (such as tax-exempt entities, banks, insurance companies, broker-dealers,
traders in securities that elect to use a mark-to-market method of accounting for their securities
holdings, regulated investment companies, real estate investment trusts, partnerships and other
pass-through entities, investors liable for alternative minimum tax, investors that own or are
treated as owning 10 percent or more of the Companys voting stock, investors that hold shares of
Common Stock or ADSs as part of a straddle, hedge, conversion or constructive sale transaction or
other integrated transaction, and U.S. Holders (as defined below) whose functional currency is not
the U.S. dollar) may be subject to special tax rules. This summary is based on the federal income
tax laws and regulations of the United States and tax laws of Japan, judicial decisions, published
rulings and administrative pronouncements, all as in effect on the date hereof, as well as on the
current income tax convention between the United States and Japan (the Treaty), all of which are
subject to change (possibly with retroactive effect), and/or to differing interpretations.
For purposes of this discussion, a U.S. Holder is any beneficial owner of shares of Common Stock
or ADSs that is, for U.S. federal income tax purposes:
1. |
|
an individual citizen or resident of the United States; |
2. |
|
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes)
organized in or under the laws of the United States, any state thereof, or the District of
Columbia; |
3. |
|
an estate the income of which is subject to U.S. federal income tax without regard to its source; or |
4. |
|
a trust that is subject to the primary supervision of a U.S. court and the control of one or more
U.S. persons, or that has a valid election in effect under applicable Treasury regulations to be
treated as a U.S. person. |
An Eligible U.S. Holder is a U.S. Holder that:
1. |
|
is a resident of the United States for purposes of the Treaty; |
2. |
|
does not maintain a permanent establishment in Japan (a) with which
shares of Common Stock or ADSs are effectively connected and through
which the U.S. holder carries on or has carried on business and (b) of
which shares of Common Stock or ADSs form part of the business
property; and |
3. |
|
is eligible for benefits under the Treaty, with respect to income and
gain derived in connection with shares of Common Stock or ADSs. |
In addition, this summary is based in part upon the representations of the depositary and the
assumption that each obligation in the deposit agreement for ADSs, and in any related agreement,
will be performed in accordance with its terms.
In general, for purposes of the Treaty and for U.S. federal income and Japanese national income tax
purposes, owners of ADRs evidencing ADSs will be treated as the owners of shares of Common Stock
represented by those ADSs, and exchanges of shares of Common Stock for ADSs, and exchanges of ADSs
for shares of Common Stock, will not be subject to U.S. federal income or Japanese national income
tax.
Japanese Taxation
The following is a summary of the principal Japanese tax consequences (limited to national taxes)
to non-residents of Japan or non-Japanese corporation without permanent establishments in Japan
(non-resident Holders), who are holders of shares of Common Stock and of ADRs evidencing ADSs
representing shares of Common Stock. Generally, a non-resident Holder, is subject to Japanese
withholding tax on dividends paid by Japanese corporations, and the Company will withhold such tax
prior to payment of dividends as required by Japanese law. Stock splits are, in general, not a
taxable event.
62
In the absence of an applicable tax treaty, convention or agreement reducing the maximum rate of
Japanese withholding tax or allowing exemption from Japanese withholding tax, the rate of Japanese
withholding tax applicable to dividends paid by Japanese corporations to non-resident 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 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 percent under the income tax
treaties with, among other countries, Australia, Belgium, Canada, Denmark, Finland, Germany,
Ireland, Italy, Luxembourg, the Netherlands, New Zealand, Norway, Singapore, Spain, Sweden and
Switzerland and 10 percent under the income tax treaties with 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.
63
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
U.S. Holders that hold those shares or ADSs as capital assets (generally, for investment
purposes).
Taxation of Dividends
Subject to the passive foreign investment company rules discussed below, under U.S. federal income
tax law, the gross amount of any distribution made by 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. corporations.
Under current law, dividends received on shares or ADSs of certain foreign corporations in taxable
years beginning before January 1, 2011 by non-corporate U.S. investors may be subject to U.S.
federal income tax at lower rates than other types of ordinary income if certain conditions are
met. Dividends received by non-corporate U.S. Holders with respect to Common Stock or ADSs are
expected to be eligible for these reduced rates of tax. U.S. Holders should consult their own tax
advisors regarding the eligibility of such dividends for a reduced rate of tax.
The U.S. dollar amount of a dividend paid in Japanese yen will be determined based on the Japanese
yen/U.S. dollar exchange rate in effect on the date that dividend is included in the income of the
U. S. Holder, regardless of whether the payment is converted into U.S. dollars on such date.
Generally, any gain or loss resulting from currency exchange fluctuations during the period from
the date the dividend payment is included in the gross income of a U.S. Holder through the date
that payment is converted into U.S. dollars (or the U.S. Holder otherwise disposed of the Japanese
yen) will be treated as U.S. source ordinary income or loss. U.S. Holders should consult their own
tax advisors regarding the calculation and U.S. federal income tax treatment of foreign currency
gain or loss.
To the extent, if any, that the amount of any distribution received by a U.S. Holder in respect of
shares of Common Stock or ADSs exceeds 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 capital to the extent of the U.S. Holders adjusted tax basis in those shares or
ADSs, and thereafter as U.S. source capital gain.
64
Distributions of additional shares of Common
Stock that are made to U.S. Holders with respect to their shares of Common Stock or ADSs and that
are part of a pro rata distribution to all the Companys shareholders generally will not be subject
to U.S. federal income tax.
For U.S. foreign tax credit purposes, dividends included in gross income by a U.S. Holder in
respect of shares of Common Stock or ADSs will constitute income from sources outside the United
States, will be passive category income or general category income and will be subject to various
classifications and other limitations. Any Japanese withholding tax imposed in respect of a Company
dividend may be claimed either as a credit against the U.S. federal income tax liability of a U.S.
Holder or, if the U.S. Holder does not take a credit for any foreign taxes that year, as a
deduction from that U.S. Holders taxable income. 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, |
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 (the IRS) has expressed
concern that parties to whom ADSs are released may be taking actions that are inconsistent with the
claiming of foreign tax credits by U.S. Holders of ADSs. Accordingly, U.S. Holders should be aware
that the discussion above regarding the creditability of Japanese withholding tax on dividends
could be affected by future actions that may be taken by the IRS.
Taxation of Capital Gains and Losses
In general, upon a sale or other taxable disposition of shares of Common Stock or ADSs, a U.S.
Holder will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the
difference between the amount realized on the sales or other taxable disposition and the U.S.
Holders adjusted tax basis in those Common Stock or ADSs. A U.S. Holder generally will have an
adjusted tax basis in a share of Common Stock or an ADS equal to its U.S. dollar cost. In general,
subject to the passive foreign investment company rules discussed below, such gain or loss
recognized on a sale or other taxable disposition of shares of Common Stock or ADSs will be capital
gain or loss and, if the U.S. Holders holding period for those shares or ADSs exceeds one year,
will be long-term capital gain or loss. Non-corporate U.S. Holders, including individuals, are
eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains.
Under U.S. federal tax law, the deduction of capital losses is subject to limitations. Any gain or
loss recognized by a U.S. Holder in respect of the sale or other taxable disposition of shares of
Common Stock or ADSs generally will be treated as derived from U.S. sources for U.S. foreign tax
credit purposes.
Deposits and withdrawals of Common Stock in exchange for ADSs will not result in the realization of
gain or loss for U.S. federal income tax purposes.
65
Passive Foreign Investment Companies
A non-U.S. corporation generally will be classified as a passive foreign investment company (a
PFIC) for U.S. federal income tax purposes in any taxable year in which, after applying certain
look-through rules, either (1) at least 75% of its gross income is passive income or (2) on
average, at least 50% of the gross value of its assets is attributable to assets that produce
passive income or are held for the production of passive income. Passive income for this purpose
generally includes dividends, interests, royalties, rents and gains from commodities and securities
transaction. The PFIC determination is made annually and generally is based on the value of a
non-U.S. corporation assets (including goodwill) and the composition of its income.
Based on current estimates of our income and assets, we do not believe that we are, for U.S.
federal income tax purposes, 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) and 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, if shorter, the holding period for the shares of Common Stock or ADSs) would
be treated as realized ratably over the U.S. Holders holding period for the shares of Common Stock
or ADSs; amounts allocated to prior years while we are a PFIC would be taxed at the highest tax
rate in effect for each such year, and an additional interest charge may apply to the portion of
the U.S. federal income tax liability on such gains or distributions treated under the PFIC rules
as having been deferred by
the U.S. Holder. Amounts allocated to the year of sale or distribution and to any year before we
became a PFIC would be taxed as ordinary income in the year of sale or distribution. Moreover,
dividends that a U.S. Holder receives from us will not be eligible for the reduced U.S. federal
income tax rates described above if we are a PFIC either in the taxable year of the distribution or
the preceding taxable year.
If a market-to-market election were made, a U.S. Holder would take into account each year the
appreciation or depreciation in value of its shares of Common Stock or ADS, which would be treated
as ordinary income or (subject to limitations) ordinary loss, as would gains or losses on actual
dispositions of Common Stock or ADSs. 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, nor entities taxable as partnerships, for U.S. federal income tax purposes (Non-U.S.
Holders).
A Non-U.S. Holder generally will not be subject to any U.S. federal income or withholding tax on
distributions received in respect of shares of Common Stock or ADSs unless the distributions are
effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the
United States (and, if an applicable tax treaty requires, are attributable to a U.S. permanent
establishment or fixed base of such Non-U.S. Holder).
66
A Non-U.S. Holder generally will not be subject to U.S. federal income tax in respect of gain
recognized on a sale or other disposition of shares of Common Stock or ADSs, unless:
(i) |
|
the gain is effectively connected with a trade or business conducted
by the Non-U.S. Holder within the United States (and, if an
applicable tax treaty requires, is attributable to a U.S. permanent
establishment or fixed base of such Non-U.S. Holder), or |
(ii) |
|
the Non-U.S. Holder is an individual who was present in the United
States for 183 or more days in the taxable year of the disposition
and other conditions are met. |
Income that is effectively connected with a U.S. trade or business of a Non-U.S. Holder (and, if an
applicable income tax treaty applicable income tax treaty applies, is attributable to a U.S.
permanent establishment or a fixed base of such Non-U.S. Holder) generally wil be taxed in the same
manner as the income of a U.S. Holder. In addition, under certain circumstances, any effectively
connected earnings and profits realized by a corporate Non-U.S. Holder may be subject to additional
branch profits tax at the rate of 30% or at a lower rate that may be prescribed by an applicable
income tax treaty.
Backup Withholding and Information Reporting
In general, except in the case of certain exempt recipients (such as corporations), information
reporting requirements will apply to dividends on shares of Common Stock or ADSs paid to U.S.
Holders in the United States or through certain U.S. related financial intermediaries and to the
proceeds received upon the sale, exchange or redemption of shares of Common Stock or ADSs by U.S.
Holders within the United States or through certain U.S. related financial intermediaries.
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 Certification, in the case of U.S. persons, and on IRS Form W-8BEN,
entitled Certificate of Foreign Status (or other appropriate IRS Form W-8), in the case of non-U.S.
persons.
Backup withholding is not an additional tax. The amount of backup withholding imposed on a payment
may be allowed as a credit against the holders U.S. federal income tax liability provided that the
required information is properly furnished to the IRS.
THE SUMMARY OF U.S. FEDERAL INCOME AND JAPANESE TAX CONSEQUENCES SET OUT ABOVE IS INTENDED FOR
GENERAL INFORMATION PURPOSES ONLY. INVESTORS IN THE COMMON STOCK OR ADSs ARE URGED TO CONSULT WITH
THEIR OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING OR
DISPOSING OF COMMON STOCK OR ADSs, BASED ON THEIR PARTICULAR CIRCUMSTANCES.
F. Dividends and paying agents
Not applicable
67
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
68
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. 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, 2007 and 2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen (millions) |
|
U.S. dollars (thousands) |
|
|
2007 |
|
2008 |
|
2008 |
|
|
Carrying |
|
|
|
Carrying |
|
|
|
Carrying |
|
|
|
|
Amount |
|
Fair Value |
|
Amount |
|
Fair Value |
|
Amount |
|
Fair Value |
|
|
|
|
|
|
|
Due within one year |
|
¥ |
6,323 |
|
|
¥ |
6,322 |
|
|
¥ |
2,599 |
|
|
¥ |
2,599 |
|
|
$ |
25,990 |
|
|
$ |
25,990 |
|
Due after one year through five years |
|
|
2,203 |
|
|
|
2,195 |
|
|
|
2,677 |
|
|
|
2,675 |
|
|
|
26,770 |
|
|
|
26,750 |
|
Due after five years |
|
|
5,921 |
|
|
|
5,822 |
|
|
|
2,950 |
|
|
|
2,881 |
|
|
|
29,500 |
|
|
|
28,810 |
|
Indefinite periods |
|
|
42,697 |
|
|
|
42,697 |
|
|
|
40,735 |
|
|
|
40,735 |
|
|
|
407,350 |
|
|
|
407,350 |
|
Equity securities |
|
|
28,352 |
|
|
|
28,352 |
|
|
|
18,516 |
|
|
|
18,516 |
|
|
|
185,160 |
|
|
|
185,160 |
|
|
|
|
|
|
|
|
|
|
¥ |
85,496 |
|
|
¥ |
85,388 |
|
|
¥ |
67,477 |
|
|
¥ |
67,406 |
|
|
$ |
674,770 |
|
|
$ |
674,060 |
|
|
|
|
|
|
|
|
69
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, 2007 and
March 31, 2008. Figures are translated into Japanese yen at the rates prevailing at March 31, 2007
and March 31, 2008, together with the relevant weighted average contractual exchange rates at March
31, 2008. All of the foreign exchange contracts listed in the following table have contractual
maturities in FY 2008 and 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen (millions) (except average contractual rates) |
|
|
U.S. dollars (thousands) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
Contract |
|
|
|
|
|
|
contractual |
|
|
Contract |
|
|
|
|
|
|
contractual |
|
|
Contract |
|
|
|
|
|
|
amounts |
|
|
Fair Value |
|
|
rates |
|
|
amounts |
|
|
Fair Value |
|
|
rates |
|
|
Amounts |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
contracts; |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$/yen |
|
¥ |
3,107 |
|
|
¥ |
2 |
|
|
¥ |
117.50 |
|
|
¥ |
4,614 |
|
|
¥ |
155 |
|
|
¥ |
103.32 |
|
|
$ |
46,140 |
|
|
$ |
1,550 |
|
euro/yen |
|
|
5,387 |
|
|
|
(60 |
) |
|
|
115.15 |
|
|
|
5,816 |
|
|
|
(37 |
) |
|
|
156.63 |
|
|
|
58,160 |
|
|
|
(370 |
) |
A$/yen |
|
|
343 |
|
|
|
(8 |
) |
|
|
92.69 |
|
|
|
418 |
|
|
|
7 |
|
|
|
92.83 |
|
|
|
4,180 |
|
|
|
70 |
|
STG/yen |
|
|
58 |
|
|
|
|
|
|
|
230.96 |
|
|
|
228 |
|
|
|
10 |
|
|
|
206.88 |
|
|
|
2,280 |
|
|
|
100 |
|
euro/STG |
|
|
1,579 |
|
|
|
(1 |
) |
|
|
|
|
|
|
3,804 |
|
|
|
(108 |
) |
|
|
|
|
|
|
38,040 |
|
|
|
(1,080 |
) |
US$/EUR |
|
|
1,794 |
|
|
|
(13 |
) |
|
|
|
|
|
|
1,288 |
|
|
|
(36 |
) |
|
|
|
|
|
|
12,880 |
|
|
|
(360 |
) |
Other |
|
|
811 |
|
|
|
(20 |
) |
|
|
|
|
|
|
450 |
|
|
|
4 |
|
|
|
|
|
|
|
4,500 |
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
13,079 |
|
|
¥ |
(100 |
) |
|
|
|
|
|
¥ |
16,618 |
|
|
¥ |
(5 |
) |
|
|
|
|
|
$ |
166,180 |
|
|
$ |
(50 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$/yen |
|
¥ |
2,853 |
|
|
¥ |
(30 |
) |
|
¥ |
117.53 |
|
|
¥ |
7,840 |
|
|
¥ |
353 |
|
|
¥ |
105.94 |
|
|
$ |
78,400 |
|
|
$ |
3,530 |
|
euro/yen |
|
|
3,289 |
|
|
|
(20 |
) |
|
|
156.64 |
|
|
|
1,860 |
|
|
|
32 |
|
|
|
161.73 |
|
|
|
18,600 |
|
|
|
320 |
|
A$/yen |
|
|
191 |
|
|
|
|
|
|
|
95.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SFr./yen |
|
|
191 |
|
|
|
(3 |
) |
|
|
95.56 |
|
|
|
201 |
|
|
|
|
|
|
|
100.35 |
|
|
|
2,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
6,524 |
|
|
¥ |
(53 |
) |
|
|
|
|
|
¥ |
9,901 |
|
|
¥ |
385 |
|
|
|
|
|
|
$ |
99,010 |
|
|
$ |
3,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options purchased to
sell foreign
currencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$/yen |
|
¥ |
233 |
|
|
¥ |
2 |
|
|
¥ |
116.38 |
|
|
¥ |
202 |
|
|
¥ |
7 |
|
|
¥ |
101.23 |
|
|
$ |
2,020 |
|
|
$ |
70 |
|
euro/yen |
|
|
1,518 |
|
|
|
5 |
|
|
|
151.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
1,751 |
|
|
¥ |
7 |
|
|
|
|
|
|
¥ |
202 |
|
|
¥ |
7 |
|
|
|
|
|
|
$ |
2,020 |
|
|
$ |
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options written to buy
foreign currencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.$/yen |
|
¥ |
239 |
|
|
¥ |
(1 |
) |
|
¥ |
119.15 |
|
|
¥ |
208 |
|
|
¥ |
(2 |
) |
|
¥ |
103.99 |
|
|
$ |
2,080 |
|
|
$ |
(20 |
) |
euro/yen |
|
|
1,569 |
|
|
|
(18 |
) |
|
|
156.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
1,808 |
|
|
¥ |
(19 |
) |
|
|
|
|
|
¥ |
208 |
|
|
¥ |
(2 |
) |
|
|
|
|
|
$ |
2,080 |
|
|
$ |
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
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 FY 2008. 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.
B. Managements annual report on internal control over financial reporting
Makitas management is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and
15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of,
the Companys principal executive and principal financial officers, or persons performing similar
functions, and effected by the Companys board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that (1) pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and
71
(3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Makitas management evaluated the effectiveness of internal control over financial reporting
as of March 31, 2008. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework (the COSO criteria).
Based on its assessment, management concluded that, as of March 31, 2008, 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 internal control over financial reporting, which is included herein.
D. Changes in internal control over financial reporting
Not applicable
72
Report
of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
of Makita Corporation:
We have audited Makita Corporations (a Japanese corporation) internal control over financial
reporting as of March 31, 2008, based on criteria established in Internal Control Integrated
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,
included in the accompanying Managements annual report on internal control over financial
reporting. Our responsibility is to express an opinion on Makita Corporations internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Makita Corporation maintained, in all material respects, effective internal control
over financial reporting as of March 31, 2008, based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Makita Corporation and its subsidiaries
as of March 31, 2007 and 2008, 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, 2008, expressed in Japanese yen, and our
report dated July 10, 2008 expressed an unqualified opinion on those consolidated financial
statements.
/s/ KPMG AZSA & Co.
Tokyo, Japan
July 10, 2008
73
Item 16A. Audit Committee Financial Expert
Makitas Board of Directors has determined that Masafumi Nakamura is qualified for an audit
committee financial expert as defined by the rules of the SEC. Mr. Nakamura is independent, as
that term is defined in the listing standards of Nasdaq applicable to the Company, and has a track
record as a Certified Public Accountant from 1980. Mr.Nakamura started his career at the Deloitte
Haskins & Sells accountants office (the present Deloitte Touche audit corporation) in January
1969. Thereafter Mr.Nakamura established the SAN-AI audit corporation in May 1983 and was
inaugurated as the representative partner. The SAN-AI audit corporation was merged with the
Tohmatsu & Co. which is a member of the Deloitte Touche in 2001. Mr.Nakamura served a
representative partner of Tohmatsu & Co.from 2001 to 2005. See Item 6.A. for additional information
regarding Mr. Nakamura.
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 web site 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, 2008, for which audited financial statements appear in
this annual report on Form 20-F.
The following table presents the aggregate fees for professional services and other services
rendered by KPMG AZSA & Co. and the various member firms of KPMG International, a Swiss Cooperative
to Makita in fiscal 2008 and fiscal 2007:
|
|
|
|
|
|
|
|
|
|
|
Japanese yen (millions) |
|
|
|
2007 |
|
|
2008 |
|
Audit Fees (1) |
|
¥ |
824 |
|
|
|
738 |
|
Audit- related Fees (2) |
|
|
6 |
|
|
|
5 |
|
Tax Fees (3) |
|
|
86 |
|
|
|
80 |
|
All Other Fees (4) |
|
|
25 |
|
|
|
10 |
|
|
|
|
|
|
|
|
Total |
|
¥ |
941 |
|
|
¥ |
833 |
|
|
|
|
|
|
|
|
74
|
|
|
(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 2008 include the part that has
not yet been agreed by Makita, which amount to ¥132 million. |
|
(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.
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.
75
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, 2008. 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) |
|
|
(JPY) |
|
April, 2007 |
|
|
1,090 |
|
|
|
4,393 |
|
May, 2007 |
|
|
655 |
|
|
|
4,810 |
|
June, 2007 |
|
|
609 |
|
|
|
5,221 |
|
July, 2007 |
|
|
2,757 |
|
|
|
5,493 |
|
August, 2007 |
|
|
758 |
|
|
|
5,038 |
|
September, 2007 |
|
|
559 |
|
|
|
4,401 |
|
October, 2007 |
|
|
1,248 |
|
|
|
5,201 |
|
November, 2007 |
|
|
894 |
|
|
|
5,420 |
|
December, 2007 |
|
|
862 |
|
|
|
4,747 |
|
January, 2008 |
|
|
390 |
|
|
|
3,954 |
|
February, 2008 |
|
|
141 |
|
|
|
4,040 |
|
March, 2008 |
|
|
356 |
|
|
|
3,644 |
|
|
|
|
|
|
|
|
Total Number of Shares Purchased and Average Price Paid per Share |
|
|
10,319 |
|
|
|
4,979 |
|
|
|
|
|
|
|
|
Issue to be stated
The Company executed repurchase of its common stock in May 2008 in accordance with the resolution
by the board of directors on April 30, 2008 as follows:
|
|
|
The number of its common stock repurchased
|
|
3,000,000 shares |
Average price paid per share
|
|
JPY 3,974 |
76
PART III
Item 17. Financial Statements
We have responded to Item 18 in lieu of responding to this Item.
Item 18. Financial Statements
The following financial statements are filed as part of this annual report on Form 20-F.
Item 19. Exhibits
|
|
|
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 October 1, 2007 (English translation). |
|
|
|
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 |
77
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: July 10, 2008
78
Makita Corporation and Consolidated Subsidiaries
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
|
|
|
|
|
F-2 |
|
|
F-3 to F-4 |
|
|
F-5 |
|
|
F-6 |
|
|
F-7 to F-8 |
|
|
F-9 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 accompanying consolidated balance sheets of Makita Corporation (a Japanese
corporation) and its subsidiaries as of March 31, 2007 and 2008, 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, 2008, expressed in Japanese yen. These consolidated financial statements are
the responsibility of the Companys management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Makita Corporation and its subsidiaries as of March
31, 2007 and 2008, and the results of their operations and their cash flows for each of the years
in the three-year period ended March 31, 2008, 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), Makita Corporations internal control over financial reporting as of March
31, 2008, based on criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated July
10, 2008 expressed an unqualified opinion on the effectiveness of Makita Corporations internal
control over financial reporting.
The accompanying consolidated financial statements as of and for the year ended March 31, 2008 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 to the consolidated
financial statements.
/s/ KPMG AZSA & Co.
Tokyo, Japan
July 10, 2008
F-2
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2007 AND 2008
A S S E T S
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
¥ |
37,128 |
|
|
¥ |
46,306 |
|
|
$ |
463,060 |
|
Time deposits |
|
|
6,866 |
|
|
|
2,393 |
|
|
|
23,930 |
|
Marketable securities |
|
|
58,217 |
|
|
|
49,443 |
|
|
|
494,430 |
|
Trade receivables- |
|
|
|
|
|
|
|
|
|
|
|
|
Notes |
|
|
3,125 |
|
|
|
2,950 |
|
|
|
29,500 |
|
Accounts |
|
|
54,189 |
|
|
|
60,234 |
|
|
|
602,340 |
|
Less- Allowance for doubtful receivables |
|
|
(869 |
) |
|
|
(1,018 |
) |
|
|
(10,180 |
) |
Inventories |
|
|
92,800 |
|
|
|
112,187 |
|
|
|
1,121,870 |
|
Deferred income taxes |
|
|
5,080 |
|
|
|
6,478 |
|
|
|
64,780 |
|
Prepaid expenses and other current assets |
|
|
9,963 |
|
|
|
11,382 |
|
|
|
113,820 |
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
266,499 |
|
|
|
290,355 |
|
|
|
2,903,550 |
|
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, AT COST: |
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
|
16,732 |
|
|
|
18,370 |
|
|
|
183,700 |
|
Buildings and improvements |
|
|
57,242 |
|
|
|
64,268 |
|
|
|
642,680 |
|
Machinery and equipment |
|
|
74,087 |
|
|
|
75,651 |
|
|
|
756,510 |
|
Construction in progress |
|
|
5,576 |
|
|
|
2,765 |
|
|
|
27,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153,637 |
|
|
|
161,054 |
|
|
|
1,610,540 |
|
Less- Accumulated depreciation |
|
|
(90,257 |
) |
|
|
(91,996 |
) |
|
|
(919,960 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
63,380 |
|
|
|
69,058 |
|
|
|
690,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENTS AND OTHER ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities |
|
|
27,279 |
|
|
|
18,034 |
|
|
|
180,340 |
|
Goodwill |
|
|
764 |
|
|
|
2,001 |
|
|
|
20,010 |
|
Other intangible assets, net |
|
|
1,527 |
|
|
|
2,240 |
|
|
|
22,400 |
|
Deferred income taxes |
|
|
1,367 |
|
|
|
1,826 |
|
|
|
18,260 |
|
Other assets |
|
|
7,678 |
|
|
|
2,953 |
|
|
|
29,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,615 |
|
|
|
27,054 |
|
|
|
270,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
368,494 |
|
|
¥ |
386,467 |
|
|
$ |
3,864,670 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these balance sheets.
F-3
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2007 AND 2008
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings |
|
¥ |
1,892 |
|
|
¥ |
1,724 |
|
|
$ |
17,240 |
|
Trade notes and accounts payable |
|
|
16,025 |
|
|
|
23,372 |
|
|
|
233,720 |
|
Other payables |
|
|
6,556 |
|
|
|
5,640 |
|
|
|
56,400 |
|
Accrued expenses |
|
|
6,714 |
|
|
|
7,982 |
|
|
|
79,820 |
|
Accrued payroll |
|
|
8,571 |
|
|
|
8,096 |
|
|
|
80,960 |
|
Income taxes payable |
|
|
10,447 |
|
|
|
7,518 |
|
|
|
75,180 |
|
Deferred income taxes |
|
|
28 |
|
|
|
58 |
|
|
|
580 |
|
Other liabilities |
|
|
4,083 |
|
|
|
5,266 |
|
|
|
52,660 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
54,316 |
|
|
|
59,656 |
|
|
|
596,560 |
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term indebtedness |
|
|
53 |
|
|
|
908 |
|
|
|
9,080 |
|
Accrued retirement and termination benefits |
|
|
3,227 |
|
|
|
3,716 |
|
|
|
37,160 |
|
Deferred income taxes |
|
|
4,976 |
|
|
|
1,215 |
|
|
|
12,150 |
|
Other liabilities |
|
|
1,112 |
|
|
|
1,958 |
|
|
|
19,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,368 |
|
|
|
7,797 |
|
|
|
77,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MINORITY INTERESTS |
|
|
2,135 |
|
|
|
2,516 |
|
|
|
25,160 |
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENT LIABILITIES (Note 15) |
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, |
|
|
|
|
|
|
|
|
|
|
|
|
Authorized - 496,000,000 shares in 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
496,000,000 shares in 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Issued and outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
- 144,008,760 shares and 143,701,279
shares, respectively in 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
144,008,760 shares and 143,773,625
shares, respectively in 2008 |
|
|
23,805 |
|
|
|
23,805 |
|
|
|
238,050 |
|
Additional paid-in capital |
|
|
45,437 |
|
|
|
45,753 |
|
|
|
457,530 |
|
Legal reserve |
|
|
5,669 |
|
|
|
5,669 |
|
|
|
56,690 |
|
Retained earnings |
|
|
215,365 |
|
|
|
249,191 |
|
|
|
2,491,910 |
|
Accumulated other comprehensive income (loss) |
|
|
12,697 |
|
|
|
(7,657 |
) |
|
|
(76,570 |
) |
Treasury stock, at cost: - 307,481 shares in 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
235,135 shares in 2008 |
|
|
(298 |
) |
|
|
(263 |
) |
|
|
(2,630 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
302,675 |
|
|
|
316,498 |
|
|
|
3,164,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
368,494 |
|
|
¥ |
386,467 |
|
|
$ |
3,864,670 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these balance sheets.
F-4
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED MARCH 31, 2006, 2007 AND 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
NET SALES |
|
¥ |
229,075 |
|
|
¥ |
279,933 |
|
|
¥ |
342,577 |
|
|
$ |
3,425,770 |
|
Cost of sales |
|
|
132,897 |
|
|
|
163,909 |
|
|
|
199,220 |
|
|
|
1,992,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
96,178 |
|
|
|
116,024 |
|
|
|
143,357 |
|
|
|
1,433,570 |
|
Selling, general and administrative expenses |
|
|
58,726 |
|
|
|
66,802 |
|
|
|
76,198 |
|
|
|
761,980 |
|
Losses (gains) on disposals or sales of property, plant and
equipment, net |
|
|
(8,326 |
) |
|
|
(249 |
) |
|
|
128 |
|
|
|
1,280 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
1,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
|
45,778 |
|
|
|
48,176 |
|
|
|
67,031 |
|
|
|
670,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income |
|
|
1,301 |
|
|
|
1,364 |
|
|
|
2,092 |
|
|
|
20,920 |
|
Interest expenses |
|
|
(364 |
) |
|
|
(316 |
) |
|
|
(269 |
) |
|
|
(2,690 |
) |
Exchange gains (losses) on foreign currency transactions, net |
|
|
(258 |
) |
|
|
(418 |
) |
|
|
(1,233 |
) |
|
|
(12,330 |
) |
Realized gains (losses) on securities, net |
|
|
2,918 |
|
|
|
918 |
|
|
|
(1,384 |
) |
|
|
(13,840 |
) |
Other, net |
|
|
(232 |
) |
|
|
(401 |
) |
|
|
(466 |
) |
|
|
(4,660 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3,365 |
|
|
|
1,147 |
|
|
|
(1,260 |
) |
|
|
(12,600 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES |
|
|
49,143 |
|
|
|
49,323 |
|
|
|
65,771 |
|
|
|
657,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
9,365 |
|
|
|
16,486 |
|
|
|
19,148 |
|
|
|
191,480 |
|
Deferred |
|
|
(633 |
) |
|
|
(4,134 |
) |
|
|
580 |
|
|
|
5,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8,732 |
|
|
|
12,352 |
|
|
|
19,728 |
|
|
|
197,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
¥ |
40,411 |
|
|
¥ |
36,971 |
|
|
¥ |
46,043 |
|
|
$ |
460,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
PER SHARE OF COMMON STOCK AND ADS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
¥ |
281.1 |
|
|
¥ |
257.3 |
|
|
¥ |
320.3 |
|
|
$ |
3.20 |
|
Cash dividends paid for the year |
|
|
55.0 |
|
|
|
57.0 |
|
|
|
85.0 |
|
|
|
0.85 |
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-5
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE YEARS ENDED MARCH 31, 2006, 2007 AND 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
COMMON STOCK: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
23,805 |
|
|
¥ |
23,805 |
|
|
¥ |
23,805 |
|
|
$ |
238,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
23,805 |
|
|
¥ |
23,805 |
|
|
¥ |
23,805 |
|
|
$ |
238,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADDITIONAL PAID-IN CAPITAL: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
45,430 |
|
|
¥ |
45,437 |
|
|
¥ |
45,437 |
|
|
$ |
454,370 |
|
Disposal of treasury stock |
|
|
7 |
|
|
|
|
|
|
|
316 |
|
|
|
3,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
45,437 |
|
|
¥ |
45,437 |
|
|
¥ |
45,753 |
|
|
$ |
457,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LEGAL RESERVE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
5,669 |
|
|
¥ |
5,669 |
|
|
¥ |
5,669 |
|
|
$ |
56,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
5,669 |
|
|
¥ |
5,669 |
|
|
¥ |
5,669 |
|
|
$ |
56,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RETAINED EARNINGS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
157,502 |
|
|
¥ |
186,586 |
|
|
¥ |
215,365 |
|
|
$ |
2,153,650 |
|
Net income |
|
|
40,411 |
|
|
|
36,971 |
|
|
|
46,043 |
|
|
|
460,430 |
|
Cash dividends |
|
|
(7,907 |
) |
|
|
(8,192 |
) |
|
|
(12,217 |
) |
|
|
(122,170 |
) |
Retirement of treasury stock |
|
|
(3,420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
186,586 |
|
|
¥ |
215,365 |
|
|
¥ |
249,191 |
|
|
$ |
2,491,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF
TAX: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
(9,249 |
) |
|
¥ |
5,345 |
|
|
¥ |
12,697 |
|
|
$ |
126,970 |
|
Other comprehensive income (loss) for the year |
|
|
14,594 |
|
|
|
7,515 |
|
|
|
(20,354 |
) |
|
|
(203,540 |
) |
Adjustment to initially apply SFAS No.158, net of tax |
|
|
|
|
|
|
(163 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
5,345 |
|
|
¥ |
12,697 |
|
|
¥ |
(7,657 |
) |
|
$ |
(76,570 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
TREASURY STOCK: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
(3,517 |
) |
|
¥ |
(258 |
) |
|
¥ |
(298 |
) |
|
$ |
(2,980 |
) |
Purchases |
|
|
(164 |
) |
|
|
(40 |
) |
|
|
(51 |
) |
|
|
(510 |
) |
Disposal |
|
|
3,423 |
|
|
|
|
|
|
|
86 |
|
|
|
860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
(258 |
) |
|
¥ |
(298 |
) |
|
¥ |
(263 |
) |
|
$ |
(2,630 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
DISCLOSURE OF COMPREHENSIVE INCOME: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year |
|
¥ |
40,411 |
|
|
¥ |
36,971 |
|
|
¥ |
46,043 |
|
|
$ |
460,430 |
|
Other comprehensive income (loss) for the year |
|
|
14,594 |
|
|
|
7,515 |
|
|
|
(20,354 |
) |
|
|
(203,540 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
|
¥ |
55,005 |
|
|
¥ |
44,486 |
|
|
¥ |
25,689 |
|
|
$ |
256,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-6
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2006, 2007 AND 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
¥ |
40,411 |
|
|
¥ |
36,971 |
|
|
¥ |
46,043 |
|
|
$ |
460,430 |
|
Adjustments to reconcile net income to net cash provided
by operating activities- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
5,922 |
|
|
|
8,773 |
|
|
|
8,871 |
|
|
|
88,710 |
|
Provision for deferred income taxes |
|
|
(633 |
) |
|
|
(4,134 |
) |
|
|
580 |
|
|
|
5,800 |
|
Realized losses (gains) on securities, net |
|
|
(2,918 |
) |
|
|
(918 |
) |
|
|
1,384 |
|
|
|
13,840 |
|
Losses (gains) on disposals or sales of property, plant
and equipment, net |
|
|
(8,326 |
) |
|
|
(249 |
) |
|
|
128 |
|
|
|
1,280 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
1,295 |
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
(5,011 |
) |
|
|
(6,398 |
) |
|
|
(6,463 |
) |
|
|
(64,630 |
) |
Inventories |
|
|
(8,646 |
) |
|
|
(7,979 |
) |
|
|
(22,499 |
) |
|
|
(224,990 |
) |
Trade notes and accounts payable and accrued expenses |
|
|
5,121 |
|
|
|
4,055 |
|
|
|
6,896 |
|
|
|
68,960 |
|
Income taxes payable |
|
|
272 |
|
|
|
2,198 |
|
|
|
(3,357 |
) |
|
|
(33,570 |
) |
Accrued retirement and termination benefits |
|
|
(346 |
) |
|
|
(1,702 |
) |
|
|
(2,053 |
) |
|
|
(20,530 |
) |
Other, net |
|
|
(779 |
) |
|
|
448 |
|
|
|
(255 |
) |
|
|
(2,550 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
25,067 |
|
|
|
32,360 |
|
|
|
29,275 |
|
|
|
292,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(11,383 |
) |
|
|
(12,980 |
) |
|
|
(15,036 |
) |
|
|
(150,360 |
) |
Purchases of available-for-sale securities |
|
|
(19,449 |
) |
|
|
(26,798 |
) |
|
|
(19,944 |
) |
|
|
(199,440 |
) |
Purchases of held-to-maturity securities |
|
|
(1,799 |
) |
|
|
(499 |
) |
|
|
(996 |
) |
|
|
(9,960 |
) |
Proceeds from sales of available-for-sale securities |
|
|
16,750 |
|
|
|
6,635 |
|
|
|
4,382 |
|
|
|
43,820 |
|
Proceeds from maturities of available-for-sale securities |
|
|
17,400 |
|
|
|
10,476 |
|
|
|
21,030 |
|
|
|
210,300 |
|
Proceeds from maturities of held-to-maturity securities |
|
|
200 |
|
|
|
1,500 |
|
|
|
1,300 |
|
|
|
13,000 |
|
Proceeds from sales of property, plant and equipment |
|
|
1,012 |
|
|
|
739 |
|
|
|
1,812 |
|
|
|
18,120 |
|
Decrease (increase) in time deposits |
|
|
6,514 |
|
|
|
(5,035 |
) |
|
|
4,231 |
|
|
|
42,310 |
|
Cash paid for acquisition of business, net of cash acquired |
|
|
(1,204 |
) |
|
|
(649 |
) |
|
|
(2,034 |
) |
|
|
(20,340 |
) |
Other, net |
|
|
(386 |
) |
|
|
(665 |
) |
|
|
747 |
|
|
|
7,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
7,655 |
|
|
|
(27,276 |
) |
|
|
(4,508 |
) |
|
|
(45,080 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in short-term borrowings |
|
|
1,073 |
|
|
|
135 |
|
|
|
(1,279 |
) |
|
|
(12,790 |
) |
Repayment of long-term indebtedness |
|
|
(6,150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of club members deposits |
|
|
(6,375 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of treasury stock, net |
|
|
(154 |
) |
|
|
(40 |
) |
|
|
(47 |
) |
|
|
(470 |
) |
Cash dividends paid |
|
|
(7,907 |
) |
|
|
(8,192 |
) |
|
|
(12,217 |
) |
|
|
(122,170 |
) |
Other, net |
|
|
(35 |
) |
|
|
(210 |
) |
|
|
(272 |
) |
|
|
(2,720 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(19,548 |
) |
|
|
(8,307 |
) |
|
|
(13,815 |
) |
|
|
(138,150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2006, 2007 AND 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
|
¥ |
496 |
|
|
¥ |
1,297 |
|
|
¥ |
(1,774 |
) |
|
$ |
(17,740 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
|
13,670 |
|
|
|
(1,926 |
) |
|
|
9,178 |
|
|
|
91,780 |
|
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
|
|
25,384 |
|
|
|
39,054 |
|
|
|
37,128 |
|
|
|
371,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF YEAR |
|
¥ |
39,054 |
|
|
¥ |
37,128 |
|
|
¥ |
46,306 |
|
|
$ |
463,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
¥ |
458 |
|
|
¥ |
316 |
|
|
¥ |
269 |
|
|
$ |
2,690 |
|
Income taxes |
|
|
9,093 |
|
|
|
14,289 |
|
|
|
22,505 |
|
|
|
225,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Delivery of treasury stock in connection with the share exchange |
|
|
|
|
|
|
|
|
|
|
397 |
|
|
|
3,970 |
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-8
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 of 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 84.8% of consolidated net sales for
the year ended March 31, 2008, were generated from customers
outside Japan, with 46.8% from Europe, 16.5% from North
America and 21.5% 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 did not
have any consolidated variable
interest entities as set out in
FIN 46R for any of the periods
presented herein. |
|
|
(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 (loss) in shareholders
equity. |
F-9
|
|
|
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 and Cash Equivalents |
|
|
|
|
Cash and cash equivalents consist of cash on hand and highly liquid
investments with original maturities of three months or less. |
|
|
(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-10
|
(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, 2006, 2007 and 2008 amounted to
¥5,710 million, ¥8,495 million and ¥8,519 million ($85,190 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, 2007 and 2008, was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Aggregate cost |
|
¥ |
348 |
|
|
|
986 |
|
|
|
9,860 |
|
Accumulated amortization |
|
|
220 |
|
|
|
437 |
|
|
|
4,370 |
|
F-11
|
(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 unless the amount and timing of such payments
are determinable. |
|
|
(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 ¥4,826 million, ¥5,460 million and
¥5,922 million ($59,220 thousand) for the years ended March 31, 2006,
2007 and 2008, respectively. |
|
|
|
|
Advertising costs are also expensed as incurred and totaled ¥5,138
million, ¥6,002 million and ¥6,860 million ($68,600 thousand) for the
years ended March 31, 2006, 2007 and 2008, 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 ¥6,774 million, ¥7,637 million and ¥9,882 million
($98,820 thousand) for the years ended March 31, 2006, 2007 and 2008,
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. |
|
|
|
|
Makita also adopted FASB Interpretation No. 48(FIN 48), Accounting
for Uncertainty in Income Taxes, an interpretation of FASB Statement
No. 109 on April 1, 2007. 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. FIN48 requires that the
tax effects of a position be recognized only when it is more likely
than not to be sustained upon examination. Makita classifies penalties
and interest related to unrecognized tax benefits in income taxes, if
any, in provision for income taxes. |
F-12
|
(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. |
|
|
(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. |
|
|
|
|
Effective March 31, 2007, the Company adopted SFAS No. 158,
Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans. 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. . |
|
|
(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. |
|
|
(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 measures those instruments at fair
value. The accounting for changes in the fair value of a derivative
instrument depends on whether it has been designated and qualifies as
part of a hedging relationship, and on the type of hedging
relationship. |
|
|
|
|
Makita employs derivative financial instruments, including forward
foreign currency exchange contracts, foreign currency options,
interest rate swaps and currency swap agreements to manage its
exposure to fluctuations in foreign currency exchange rates and
interest rates. |
F-13
|
|
|
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. |
|
|
(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. |
|
|
|
|
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 September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. SFAS No. 157 has been subsequently amended by FASB
Staff Position FAS157-1, Application of FASB Statement No. 157 to
FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or
Measurement under Statement 13 and FASB Staff Position FAS157-2,
Effective Date of FASB Statement No. 157. SFAS No. 157, as amended,
defines fair value, establishes a framework for measuring fair value,
and expands disclosures about fair value measurements for instruments
within its scope. SFAS No. 157, as amended, is effective from the
fiscal period beginning after November 15, 2007, except for items that
are not recognized or disclosed at fair value in an entitys financial
statements on a recurring basis (at least annually), |
F-14
|
|
|
for which it is
effective from the fiscal period beginning after November 15, 2008.
SFAS No. 157, as amended, 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 does not expect the
adoption of SFAS No. 159 will have a material impact on its
consolidated results of operations and financial condition. |
|
|
|
|
In December 2007, the FASB issued SFAS No. 141(R), Business
Combinations, and No. 160, Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB No. 51. These statements
aim to improve, simplify, and converge internationally the accounting
for business combinations and the reporting of noncontrolling
interests in consolidated financial statements. These statements are
effective for fiscal years beginning after December 15, 2008 and are
required to be adopted by Makita, in the fiscal year beginning April
1, 2009. Under SFAS No. 141(R), an acquiring entity will be required
to recognize all the assets acquired and liability assumed in a
transaction at the acquisition date at fair value with limited
exceptions. SFAS No. 141(R) also establishes disclosure requirements
to enable the evaluation of the nature and financial effects of the
business combination. SFAS No. 160 establishes new accounting and
reporting standards for the noncontrolling interest in a subsidiary
and for the deconsolidation of a subsidiary. Specifically, this
statement requires the recognition of noncontrolling interests
(minority interests) as equity in the consolidated financial
statements and separates from the parents equity. The amount of net
income attributable to noncontrolling interests will be included in
consolidated net income on the face of the consolidated income
statement. This statement also establishes disclosure requirements
that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. Makita is
currently evaluating the effect that the adoption of these statements
will have on its consolidated financial statements. |
|
|
(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, 2008. |
4. |
|
TRANSLATION OF FINANCIAL STATEMENTS |
|
|
|
Solely for the convenience of readers, the accompanying consolidated
financial statement amounts for the year ended March 31, 2008, 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 ¥100 to US$1 at March 31, 2008. This
translation should not be construed as a representation that the
amounts shown could be or could have been converted into U.S. dollars
at the rate indicated. |
F-15
5. |
|
INVENTORIES |
|
|
|
Inventories as of March 31, 2007 and 2008 comprised the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Finished goods |
|
¥ |
75,859 |
|
|
¥ |
92,053 |
|
|
$ |
920,530 |
|
Work in process |
|
|
2,308 |
|
|
|
2,607 |
|
|
|
26,070 |
|
Raw materials |
|
|
14,633 |
|
|
|
17,527 |
|
|
|
175,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
92,800 |
|
|
¥ |
112,187 |
|
|
$ |
1,121,870 |
|
|
|
|
|
|
|
|
|
|
|
6. |
|
IMPAIRMENT OF LONG LIVED ASSETS |
|
|
|
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 planed 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 for the
year ended March 31, 2007. 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. |
F-16
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, 2007 and 2008, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
|
|
|
|
Gross Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
As of March 31, 2007 |
|
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 |
|
|
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-17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
|
|
|
Gross Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
As of March 31, 2008 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair value |
|
|
Amount |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign government debt securities |
|
¥ |
1 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
1 |
|
|
¥ |
1 |
|
Corporate and bank debt securities |
|
|
3,410 |
|
|
|
83 |
|
|
|
|
|
|
|
3,493 |
|
|
|
3,493 |
|
Investments in trusts |
|
|
42,563 |
|
|
|
991 |
|
|
|
616 |
|
|
|
42,938 |
|
|
|
42,938 |
|
Marketable equity securities |
|
|
1,473 |
|
|
|
941 |
|
|
|
2 |
|
|
|
2,412 |
|
|
|
2,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
47,447 |
|
|
¥ |
2,015 |
|
|
¥ |
618 |
|
|
¥ |
48,844 |
|
|
¥ |
48,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
¥ |
184 |
|
|
¥ |
4 |
|
|
¥ |
6 |
|
|
¥ |
182 |
|
|
¥ |
182 |
|
Marketable equity securities |
|
|
9,662 |
|
|
|
5,977 |
|
|
|
107 |
|
|
|
15,532 |
|
|
|
15,532 |
|
Non-marketable equity securities (carried at cost) |
|
|
572 |
|
|
|
|
|
|
|
|
|
|
|
572 |
|
|
|
572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
10,418 |
|
|
¥ |
5,981 |
|
|
¥ |
113 |
|
|
¥ |
16,286 |
|
|
¥ |
16,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
¥ |
599 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
599 |
|
|
¥ |
599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
599 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
599 |
|
|
¥ |
599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
¥ |
1,748 |
|
|
¥ |
|
|
|
¥ |
71 |
|
|
¥ |
1,677 |
|
|
¥ |
1,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
1,748 |
|
|
¥ |
|
|
|
¥ |
71 |
|
|
¥ |
1,677 |
|
|
¥ |
1,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total marketable securities |
|
¥ |
48,046 |
|
|
¥ |
2,015 |
|
|
¥ |
618 |
|
|
¥ |
49,443 |
|
|
¥ |
49,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
¥ |
12,166 |
|
|
¥ |
5,981 |
|
|
¥ |
184 |
|
|
¥ |
17,963 |
|
|
¥ |
18,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollars (thousands) |
|
|
|
|
|
|
|
Gross Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
As of March 31, 2008 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair value |
|
|
Amount |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign government debt securities |
|
$ |
10 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
10 |
|
|
$ |
10 |
|
Corporate and bank debt securities |
|
|
34,100 |
|
|
|
830 |
|
|
|
|
|
|
|
34,930 |
|
|
|
34,930 |
|
Investments in trusts |
|
|
425,630 |
|
|
|
9,910 |
|
|
|
6,160 |
|
|
|
429,380 |
|
|
|
429,380 |
|
Marketable equity securities |
|
|
14,730 |
|
|
|
9,410 |
|
|
|
20 |
|
|
|
24,120 |
|
|
|
24,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
474,470 |
|
|
$ |
20,150 |
|
|
$ |
6,180 |
|
|
$ |
488,440 |
|
|
$ |
488,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
$ |
1,840 |
|
|
$ |
40 |
|
|
$ |
60 |
|
|
$ |
1,820 |
|
|
$ |
1,820 |
|
Marketable equity securities |
|
|
96,620 |
|
|
|
59,770 |
|
|
|
1,070 |
|
|
|
155,320 |
|
|
|
155,320 |
|
Non-marketable equity securities
(carried at cost) |
|
|
5,720 |
|
|
|
|
|
|
|
|
|
|
|
5,720 |
|
|
|
5,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
104,180 |
|
|
$ |
59,810 |
|
|
$ |
1,130 |
|
|
$ |
162,860 |
|
|
$ |
162,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
$ |
5,990 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
5,990 |
|
|
$ |
5,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,990 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
5,990 |
|
|
$ |
5,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
$ |
17,480 |
|
|
$ |
|
|
|
$ |
710 |
|
|
$ |
16,770 |
|
|
$ |
17,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,480 |
|
|
$ |
|
|
|
$ |
710 |
|
|
$ |
16,770 |
|
|
$ |
17,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total marketable securities |
|
$ |
480,460 |
|
|
$ |
20,150 |
|
|
$ |
6,180 |
|
|
$ |
494,430 |
|
|
$ |
494,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
$ |
121,660 |
|
|
$ |
59,810 |
|
|
$ |
1,840 |
|
|
$ |
179,630 |
|
|
$ |
180,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2007 and 2008, 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-19
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, 2008. 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, 2008 |
|
Fair value |
|
|
Losses |
|
|
Fair value |
|
|
Losses |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
¥ |
3,502 |
|
|
¥ |
616 |
|
|
¥ |
|
|
|
¥ |
|
|
Marketable equity securities |
|
|
168 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
3,670 |
|
|
¥ |
618 |
|
|
¥ |
|
|
|
¥ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
¥ |
156 |
|
|
¥ |
6 |
|
|
¥ |
|
|
|
¥ |
|
|
Marketable equity securities |
|
|
1,386 |
|
|
|
107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
1,542 |
|
|
¥ |
113 |
|
|
¥ |
|
|
|
¥ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
978 |
|
|
¥ |
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
978 |
|
|
¥ |
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollars (thousands) |
|
|
|
Less than 12 months |
|
|
12 months or more |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
Holding |
|
|
|
|
|
|
Holding |
|
As of March 31, 2008 |
|
Fair value |
|
|
Losses |
|
|
Fair value |
|
|
Losses |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
$ |
35,020 |
|
|
$ |
6,160 |
|
|
$ |
|
|
|
$ |
|
|
Marketable equity securities |
|
|
1,680 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
36,700 |
|
|
$ |
6,180 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in trusts |
|
$ |
1,560 |
|
|
$ |
60 |
|
|
$ |
|
|
|
$ |
|
|
Marketable equity securities |
|
|
13,860 |
|
|
|
1,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,420 |
|
|
$ |
1,130 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese corporate debt securities |
|
$ |
|
|
|
$ |
|
|
|
$ |
9,780 |
|
|
$ |
710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
9,780 |
|
|
$ |
710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-20
Maturities of debt securities classified as available-for-sale and
held-to-maturity as of March 31, 2008, regardless of their balance sheet
classification, were as follows:
Maturities of debt securities based on Cost as of March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
U.S.dollars (thousands) |
|
|
|
Available- |
|
|
Held-to- |
|
|
|
|
|
|
Available- |
|
|
Held-to- |
|
|
|
|
|
|
for-sale |
|
|
maturity |
|
|
Total |
|
|
for-sale |
|
|
maturity |
|
|
Total |
|
Due within one year |
|
¥ |
1,999 |
|
|
¥ |
599 |
|
|
¥ |
2,598 |
|
|
$ |
19,990 |
|
|
$ |
5,990 |
|
|
$ |
25,980 |
|
Due after one to five years |
|
|
|
|
|
|
1,148 |
|
|
|
1,148 |
|
|
|
|
|
|
|
11,480 |
|
|
|
11,480 |
|
Due after five to ten years |
|
|
1,412 |
|
|
|
|
|
|
|
1,412 |
|
|
|
14,120 |
|
|
|
|
|
|
|
14,120 |
|
Due after ten years |
|
|
|
|
|
|
600 |
|
|
|
600 |
|
|
|
|
|
|
|
6,000 |
|
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
3,411 |
|
|
¥ |
2,347 |
|
|
¥ |
5,758 |
|
|
$ |
34,110 |
|
|
$ |
23,470 |
|
|
$ |
57,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities of debt securities based on Fair Value as of March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
U.S.dollars (thousands) |
|
|
|
Available- |
|
|
Held-to- |
|
|
|
|
|
|
Available- |
|
|
Held-to- |
|
|
|
|
|
|
for-sale |
|
|
maturity |
|
|
Total |
|
|
for-sale |
|
|
maturity |
|
|
Total |
|
Due within one year |
|
¥ |
2,000 |
|
|
¥ |
599 |
|
|
¥ |
2,599 |
|
|
$ |
20,000 |
|
|
$ |
5,990 |
|
|
$ |
25,990 |
|
Due after one to five years |
|
|
|
|
|
|
1,146 |
|
|
|
1,146 |
|
|
|
|
|
|
|
11,460 |
|
|
|
11,460 |
|
Due after five to ten years |
|
|
1,494 |
|
|
|
|
|
|
|
1,494 |
|
|
|
14,940 |
|
|
|
|
|
|
|
14,940 |
|
Due after ten years |
|
|
|
|
|
|
531 |
|
|
|
531 |
|
|
|
|
|
|
|
5,310 |
|
|
|
5,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
3,494 |
|
|
¥ |
2,276 |
|
|
¥ |
5,770 |
|
|
$ |
34,940 |
|
|
$ |
22,760 |
|
|
$ |
57,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains on sales of marketable securities and investment
securities for the years ended March 31, 2006, 2007 and 2008 amounted to ¥437
million and ¥1,096 million and ¥365 million ($3,650 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, 2006, 2007 and 2008
amounted to ¥47 million, ¥178 million and ¥1,749 million ($17,490 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 ¥47 million, ¥159
million and ¥1,662 million ($16,620 thousand) for the years ended March 31,
2006, 2007 and 2008, respectively. Proceeds from the sales and maturities of
available-for-sale securities were ¥34,150 million, ¥17,111 million and ¥25,412
million ($254,120 thousand) for the years ended March 31, 2006, 2007 and 2008,
respectively. Proceeds from maturities of the held-to-maturity securities were
¥200 million, ¥1,500 million and ¥1,300 million ($13,000 thousand) for the
years ended March 31, 2006, 2007 and 2008, respectively.
F-21
8. |
|
ACQUISITION |
|
|
|
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. 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 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, or the goodwill, was
¥793 million. The Goodwill is amortized and deductible for Japanese tax purpose. |
|
|
|
At the Board of Directors meeting held on March 20, 2007, in order to
strengthen the gardening tool business, the Board of the Company
decided to make Fuji Robin Industries Ltd. (Fuji Robin, which
manufactures and sells engines, machinery for agriculture, forestry
and construction industries, etc. in Japan) a wholly-owned subsidiary
of the Company through a tender offer. As a result, the Company
purchased 10,279,375 shares of Fuji Robins outstanding shares for
total cash consideration of ¥2,673 million, and Fuji Robin became a
consolidated subsidiary of the Company as of May 15, 2007. 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.
On August 1, 2007, the Company acquired the remaining shares of Fuji
Robin by exchanging 0.059 of the Companys treasury stock for each
share of Fuji Robins outstanding common stock. The Company and Fuji
Robin obtained third party appraisals of the respective share prices
which were used as a basis of negotiation over the share exchange
ratio, and the Company issued 81,456 shares of treasury stock. Fuji
Robin was renamed Makita Numazu Corporation (MNC) as of August 1,
2007. The total cost for acquiring MNC was ¥3,380 million. The
Company, pursuant to SFAS No.141, used the purchase method to account
for the acquisition of MNC. |
|
|
|
The following table reflects the fair value of 100% of the assets and
liabilities of Fuji Robin as of August 1, 2007: |
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
Cash and cash equivalent |
|
¥ |
788 |
|
|
$ |
7,880 |
|
Receivables and other assets |
|
|
5,064 |
|
|
|
50,640 |
|
Property and equipment |
|
|
3,951 |
|
|
|
39,510 |
|
Intangible assets |
|
|
162 |
|
|
|
1,620 |
|
Goodwill (not deductible for
tax purposes) |
|
|
1,251 |
|
|
|
12,510 |
|
Trade payables, bank borrowings
and other liabilities |
|
|
(7,836 |
) |
|
|
(78,360 |
) |
|
|
|
|
|
|
|
Net assets |
|
¥ |
3,380 |
|
|
$ |
33,800 |
|
|
|
|
|
|
|
|
|
|
The results of operations and cash flows associated with MNC
since May 15, 2007 have been included in the accompanying consolidated
financial statements of Makita. Makita has not presented pro forma
results of operations of the acquisition because the results are not
material. |
F-22
9. |
|
INCOME TAXES |
|
|
|
Income before income taxes and the provision for income taxes for the
years ended March 31, 2006, 2007 and 2008 were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Income before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
¥ |
26,895 |
|
|
¥ |
16,341 |
|
|
¥ |
19,896 |
|
|
$ |
198,960 |
|
Foreign |
|
|
22,248 |
|
|
|
32,982 |
|
|
|
45,875 |
|
|
|
458,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
49,143 |
|
|
¥ |
49,323 |
|
|
¥ |
65,771 |
|
|
$ |
657,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
¥ |
3,171 |
|
|
¥ |
8,366 |
|
|
¥ |
6,957 |
|
|
$ |
69,570 |
|
Foreign |
|
|
6,194 |
|
|
|
8,120 |
|
|
|
12,191 |
|
|
|
121,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,365 |
|
|
|
16,486 |
|
|
|
19,148 |
|
|
|
191,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
|
(166 |
) |
|
|
(2,453 |
) |
|
|
1,283 |
|
|
|
12,830 |
|
Foreign |
|
|
(467 |
) |
|
|
(1,681 |
) |
|
|
(703 |
) |
|
|
(7,030 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(633 |
) |
|
|
(4,134 |
) |
|
|
580 |
|
|
|
5,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated provision for income taxes |
|
¥ |
8,732 |
|
|
¥ |
12,352 |
|
|
¥ |
19,728 |
|
|
$ |
197,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-23
Total income taxes were allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Provision for income taxes |
|
¥ |
8,732 |
|
|
¥ |
12,352 |
|
|
¥ |
19,728 |
|
|
$ |
197,280 |
|
Shareholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
272 |
|
|
|
93 |
|
|
|
(107 |
) |
|
|
(1,070 |
) |
Net unrealized holding gains on
available-for-sale securities |
|
|
3,363 |
|
|
|
(935 |
) |
|
|
(4,320 |
) |
|
|
(43,200 |
) |
Minimum Pension liability adjustment |
|
|
1,360 |
|
|
|
66 |
|
|
|
|
|
|
|
|
|
Pension liability adjustment |
|
|
|
|
|
|
|
|
|
|
(2,549 |
) |
|
|
(25,490 |
) |
Adjustment to initially apply SFAS
No.158 |
|
|
|
|
|
|
(110 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
13,727 |
|
|
¥ |
11,466 |
|
|
¥ |
12,752 |
|
|
$ |
127,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended March 31, 2006, residual tax effects of ¥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, 2006, 2007 and 2008.
A reconciliation of the combined statutory income tax rates to the effective income tax rates
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
Combined statutory income tax rate in Japan |
|
|
40.3 |
% |
|
|
40.3 |
% |
|
|
40.3 |
% |
Non-deductible expenses |
|
|
0.6 |
|
|
|
0.8 |
|
|
|
0.6 |
|
Non-taxable dividends received |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
Change in valuation allowance |
|
|
(11.3 |
) |
|
|
(5.4 |
) |
|
|
(0.4 |
) |
Effect of changes in enacted tax rate |
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
Tax sparing impact |
|
|
(3.5 |
) |
|
|
(2.1 |
) |
|
|
(0.7 |
) |
Effect of the foreign tax rate differential |
|
|
(6.7 |
) |
|
|
(10.4 |
) |
|
|
(11.1 |
) |
Other, net |
|
|
(0.7 |
) |
|
|
1.9 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
17.8 |
% |
|
|
25.0 |
% |
|
|
30.0 |
% |
|
|
|
|
|
|
|
|
|
|
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
¥1,706 million or 3.5%, ¥1,021 million or 2.1% and ¥453 million or 0.7% for the years ended March
31, 2006, 2007 and 2008, respectively.
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 was
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.
F-24
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 growth 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.
For the year ended March 31, 2008, an effect of the foreign tax rate differential of ¥7,334 million
was recorded, which was attributable to a profit growth of subsidiaries. Due mainly to this effect,
the effective tax rate for the year ended March 31, 2008 was 30.0%, a decrease of 10.3% as compared
with the statutory income tax rate of 40.3%.
F-25
The significant components of deferred income tax expense attributable to income before income
taxes for the years ended March 31, 2006, 2007 and 2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Deferred tax expense
(exclusive of the
effects of other
components below) |
|
¥ |
(1,035 |
) |
|
¥ |
(1,467 |
) |
|
¥ |
765 |
|
|
$ |
7,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease)
in beginning-of-the-year
balance of the
valuation allowance
for deferred tax
assets |
|
|
402 |
|
|
|
(2,667 |
) |
|
|
(185 |
) |
|
|
(1,850 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
(633 |
) |
|
¥ |
(4,134 |
) |
|
¥ |
580 |
|
|
$ |
5,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant components of deferred income tax assets and liabilities as of March 31, 2007 and
2008, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Deferred income tax assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities and investment securities |
|
¥ |
1,039 |
|
|
¥ |
1,495 |
|
|
$ |
14,950 |
|
Accrued retirement and termination benefits |
|
|
178 |
|
|
|
2,198 |
|
|
|
21,980 |
|
Inventories |
|
|
1,670 |
|
|
|
1,900 |
|
|
|
19,000 |
|
Property, plant and equipment |
|
|
3,197 |
|
|
|
2,570 |
|
|
|
25,700 |
|
Accrued payroll |
|
|
2,043 |
|
|
|
1,906 |
|
|
|
19,060 |
|
Net operating loss carryforwards |
|
|
772 |
|
|
|
774 |
|
|
|
7,740 |
|
Other |
|
|
1,105 |
|
|
|
1,713 |
|
|
|
17,130 |
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred income tax assets |
|
|
10,004 |
|
|
|
12,556 |
|
|
|
125,560 |
|
Valuation allowance |
|
|
(318 |
) |
|
|
(331 |
) |
|
|
(3,310 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
9,686 |
|
|
¥ |
12,225 |
|
|
$ |
122,250 |
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed earnings of overseas subsidiaries |
|
¥ |
(183 |
) |
|
¥ |
(565 |
) |
|
$ |
(5,650 |
) |
Unrealized gain on available-for-sale securities |
|
|
(7,245 |
) |
|
|
(2,929 |
) |
|
|
(29,290 |
) |
Property, plant and equipment |
|
|
(796 |
) |
|
|
(1,699 |
) |
|
|
(16,990 |
) |
Other |
|
|
(19 |
) |
|
|
(1 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
Total gross deferred income tax liabilities |
|
¥ |
(8,243 |
) |
|
¥ |
(5,194 |
) |
|
$ |
(51,940 |
) |
|
|
|
|
|
|
|
|
|
|
Net deferred income tax assets |
|
¥ |
1,443 |
|
|
¥ |
7,031 |
|
|
$ |
70,310 |
|
|
|
|
|
|
|
|
|
|
|
F-26
Net deferred income taxes are recorded in the consolidated balance sheets as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Deferred income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
¥ |
5,080 |
|
|
¥ |
6,478 |
|
|
$ |
64,780 |
|
Investment and other assets |
|
|
1,367 |
|
|
|
1,826 |
|
|
|
18,260 |
|
Current liabilities |
|
|
(28 |
) |
|
|
(58 |
) |
|
|
(580 |
) |
Long-term liabilities |
|
|
(4,976 |
) |
|
|
(1,215 |
) |
|
|
(12,150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
1,443 |
|
|
¥ |
7,031 |
|
|
$ |
70,310 |
|
|
|
|
|
|
|
|
|
|
|
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. Makita has recorded a
valuation allowance of ¥331 million as of March 31, 2008 against certain deferred income tax assets
because of no tax planning strategy and an anticipated expiration of net operating loss carry
forwards.
As of March 31, 2008, certain subsidiaries had net operating loss carryforwards for income tax
purposes of ¥3,391 million ($33,910 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 |
|
|
713 |
|
|
|
7,130 |
|
6 to 20 years |
|
|
758 |
|
|
|
7,580 |
|
Indefinite periods |
|
|
1,920 |
|
|
|
19,200 |
|
|
|
|
|
|
|
|
|
|
|
3,391 |
|
|
|
33,910 |
|
|
|
|
|
|
|
|
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 ¥91,961 million ($919,610 thousand) as of
March 31, 2008 because Makita considers these earnings to be indefinitely reinvested, and the
calculation of the unrecognized deferred tax liabilities is not practicable.
Makita adopted FASB Interpretation No. 48(FIN 48), Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109 on April 1, 2007. The unrecognized tax benefits at April
1, 2007 and for the year ended March 31, 2008 were neither material nor expected to significantly
increase or decrease within 12 months period subsequent to March 31, 2008. Makita classifies
penalties and interest related to unrecognized tax benefits in income taxes, if any, in provision
for income taxes, and the total amounts of penalties and interest related to unrecognized tax
benefits in income taxes recorded were not material as of April 1, 2007 and for the year ended
March 31, 2008. Makita conducts business globally and, as a result, the Company and its
subsidiaries file income tax returns in various jurisdictions all over the world. With few
exceptions, the Company and its subsidiaries in Japan are no longer subject to income tax examinations for the
periods prior to the fiscal year ended March 31, 2006, and its one of major subsidiaries in the
United States remains subject to income tax examinations for the periods beginning in the fiscal
year ended March 31, 2005.
F-27
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 net periodic pension costs (benefit) of the defined benefit plans for the years ended March 31, 2006, 2007 and 2008 consisted
of the following components: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Service cost-benefit earned during the year |
|
¥ |
1,592 |
|
|
¥ |
1,611 |
|
|
¥ |
1,410 |
|
|
$ |
14,100 |
|
Interest cost on projected benefit obligation |
|
|
776 |
|
|
|
804 |
|
|
|
927 |
|
|
|
9,270 |
|
Expected return on plan assets |
|
|
(635 |
) |
|
|
(1,268 |
) |
|
|
(1,459 |
) |
|
|
(14,590 |
) |
Amortization of prior service cost |
|
|
(215 |
) |
|
|
(215 |
) |
|
|
(215 |
) |
|
|
(2,150 |
) |
Amortization of net transition obligation |
|
|
62 |
|
|
|
37 |
|
|
|
37 |
|
|
|
370 |
|
Recognized actuarial loss |
|
|
482 |
|
|
|
428 |
|
|
|
414 |
|
|
|
4,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension costs (benefit) |
|
¥ |
2,062 |
|
|
¥ |
1,397 |
|
|
¥ |
1,114 |
|
|
$ |
11,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-28
|
|
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) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Change in benefit obligation: |
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year |
|
¥ |
37,580 |
|
|
¥ |
37,389 |
|
|
$ |
373,890 |
|
Service cost |
|
|
1,611 |
|
|
|
1,410 |
|
|
|
14,100 |
|
Interest cost |
|
|
804 |
|
|
|
927 |
|
|
|
9,270 |
|
Plan amendment |
|
|
|
|
|
|
136 |
|
|
|
1,360 |
|
Actuarial gains |
|
|
(1,551 |
) |
|
|
104 |
|
|
|
1,040 |
|
Business acquired |
|
|
|
|
|
|
761 |
|
|
|
7,610 |
|
Benefits paid |
|
|
(1,306 |
) |
|
|
(1,856 |
) |
|
|
(18,560 |
) |
Foreign exchange impact |
|
|
251 |
|
|
|
27 |
|
|
|
270 |
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at end of year |
|
|
37,389 |
|
|
|
38,898 |
|
|
|
388,980 |
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
34,922 |
|
|
|
38,456 |
|
|
|
384,560 |
|
Actual return on plan assets |
|
|
1,785 |
|
|
|
(4,803 |
) |
|
|
(48,030 |
) |
Employer contributions |
|
|
2,915 |
|
|
|
3,022 |
|
|
|
30,220 |
|
Business acquired |
|
|
|
|
|
|
|
|
|
|
|
|
Benefits paid |
|
|
(1,168 |
) |
|
|
(1,659 |
) |
|
|
(16,590 |
) |
Foreign exchange impact |
|
|
2 |
|
|
|
36 |
|
|
|
360 |
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
38,456 |
|
|
|
35,052 |
|
|
|
350,520 |
|
|
|
|
|
|
|
|
|
|
|
Funded status |
|
¥ |
1,067 |
|
|
¥ |
(3,846 |
) |
|
$ |
(38,460 |
) |
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other
comprehensive income consisted of |
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
¥ |
3,446 |
|
|
¥ |
9,366 |
|
|
$ |
93,660 |
|
Prior service cost |
|
|
(2,926 |
) |
|
|
(2,575 |
) |
|
|
(25,750 |
) |
Net transition obligation being recognized
over 19 years |
|
|
41 |
|
|
|
4 |
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
561 |
|
|
¥ |
6,795 |
|
|
$ |
67,950 |
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the consolidated balance
sheet consisted of; |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
¥ |
4,465 |
|
|
¥ |
|
|
|
$ |
|
|
Current liabilities |
|
|
(171 |
) |
|
|
(130 |
) |
|
|
(1,300 |
) |
Non-current liabilities |
|
|
(3,227 |
) |
|
|
(3,716 |
) |
|
|
(37,160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
1,067 |
|
|
¥ |
(3,846 |
) |
|
$ |
(38,460 |
) |
|
|
|
|
|
|
|
|
|
|
F-29
|
|
Measurement date |
|
|
|
The Company uses a March 31 measurement date for all of its plans. |
|
|
|
Assumptions |
|
|
|
The weighted-average assumptions used to determine benefit obligations at March 31, 2007 and 2008, were as follows: |
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
Discount rate |
|
|
2.5 |
% |
|
|
2.4 |
% |
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, 2008, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
Discount rate |
|
|
2.2 |
% |
|
|
2.2 |
% |
|
|
2.5 |
% |
Assumed rate of increase in future compensation levels |
|
|
3.3 |
% |
|
|
3.3 |
% |
|
|
3.3 |
% |
Expected long-term rate of return on plan assets |
|
|
2.3 |
% |
|
|
4.2 |
% |
|
|
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, 2007, and 2008, by asset category were as follows: |
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
Asset Category |
|
|
|
|
|
|
|
|
Equity securities |
|
|
54.9 |
% |
|
|
45.7 |
% |
Debt securities |
|
|
31.2 |
|
|
|
36.8 |
|
Real estate |
|
|
1.6 |
|
|
|
1.1 |
|
Life insurance company general accounts |
|
|
9.5 |
|
|
|
11.4 |
|
Other |
|
|
2.8 |
|
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
F-30
|
|
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 ¥4 million ($40 thousand) at March 31, 2008. |
|
|
|
Information for pension plans with an accumulated benefit obligation in excess of plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Projected benefit obligation |
|
¥ |
3,853 |
|
|
¥ |
3,989 |
|
|
$ |
39,890 |
|
Accumulated benefit obligation |
|
|
3,705 |
|
|
|
3,890 |
|
|
|
38,900 |
|
Fair value of plan assets |
|
|
456 |
|
|
|
370 |
|
|
|
3,700 |
|
An accumulated benefit obligation in excess of plan assets |
|
|
3,249 |
|
|
|
3,520 |
|
|
|
35,200 |
|
|
|
Cash flows |
|
|
|
Contributions |
|
|
|
Makita expects to contribute ¥3,058 million ($30,580 thousand) to its domestic and foreign defined benefit plan in the year ending March 31, 2009. |
|
|
|
Estimated future benefit payments |
|
|
|
At March 31,2008, the benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five fiscal years thereafter are as follows: |
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
Year ending March 31, |
|
(millions) |
|
|
(thousands) |
|
2009 |
|
¥ |
1,998 |
|
|
$ |
19,980 |
|
2010 |
|
|
1,904 |
|
|
|
19,040 |
|
2011 |
|
|
1,962 |
|
|
|
19,620 |
|
2012 |
|
|
1,858 |
|
|
|
18,580 |
|
2013 |
|
|
1,958 |
|
|
|
19,580 |
|
2014-2018 |
|
|
8,833 |
|
|
|
88,330 |
|
|
|
|
|
|
|
|
Total |
|
¥ |
18,513 |
|
|
$ |
185,130 |
|
|
|
|
|
|
|
|
|
|
Certain foreign subsidiaries have defined contribution plans. The total expenses charged to income under these plans were ¥216 million, ¥223 million and ¥270 million ($2,700 thousand) for
the years ended March 31, 2006, 2007 and 2008, 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 ¥501 million and ¥468 million ($4,680 thousand) as of March 31, 2007 and 2008, 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-31
11. |
|
SHORT-TERM BORROWINGS AND LONG-TERM INDEBTEDNESS |
|
|
|
As of March 31, 2007 and 2008, short-term borrowings consisted of the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Bank borrowings |
|
¥ |
1,816 |
|
|
¥ |
1,582 |
|
|
$ |
15,820 |
|
Current maturities of long-term indebtedness |
|
|
76 |
|
|
|
142 |
|
|
|
1,420 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
1,892 |
|
|
¥ |
1,724 |
|
|
$ |
17,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings, excluding current maturities of long-term indebtedness, amounting to ¥1,816 million and ¥1,582 million ($15,820 thousand) as of March 31, 2007 and 2008, respectively, consisted primarily
of bank borrowings of overseas subsidiaries denominated in foreign currencies. As of March 31, 2007 and 2008, the weighted average interest rate on the borrowings was 12.6% and 8.9%, respectively. |
|
|
|
Certain subsidiaries of the Company had unused lines of credit available for immediate short-term borrowings without restrictions amounting to ¥18,800 million and ¥22,664 million ($226,640 thousand) as of
March 31, 2007 and 2008, respectively. |
|
|
|
As of March 31, 2007 and 2008, long-term indebtedness consisted of the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
1.9% (weighted average rate) unsecured loans from banks, due 2012 |
|
¥ |
|
|
|
¥ |
500 |
|
|
$ |
5,000 |
|
Capital lease obligations (see Note 3(g)) |
|
|
129 |
|
|
|
550 |
|
|
|
5,500 |
|
Less- Current maturities included in short-term borrowings |
|
|
(76 |
) |
|
|
(142 |
) |
|
|
(1,420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
53 |
|
|
¥ |
908 |
|
|
$ |
9,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2008 are as summarized below: |
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
Year ending March 31, |
|
(millions) |
|
|
(thousands) |
|
2009 |
|
¥ |
142 |
|
|
$ |
1,420 |
|
2010 |
|
|
117 |
|
|
|
1,170 |
|
2011 |
|
|
57 |
|
|
|
570 |
|
2012 |
|
|
516 |
|
|
|
5,160 |
|
2013 |
|
|
218 |
|
|
|
2,180 |
|
2014 and thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
1,050 |
|
|
$ |
10,500 |
|
|
|
|
|
|
|
|
F-32
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. |
|
|
|
Based on a resolution of the Board of Directors, at the annual meeting of
shareholders to be held on June 26, 2008, the shareholders will be asked to
approve the declaration of a cash dividend in the amount of ¥9,633 million,
which will be paid to shareholders of record as of March 31, 2008. The
declaration of this dividend has not been reflected in the consolidated
financial statements as of March 31, 2008. |
|
|
|
The amount of retained earnings available for dividends distribution is
recorded in the Companys non-consolidated books and amounted to ¥152,756
million ($1,528 million) as of March 31, 2008. |
F-33
13. |
|
OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
Accumulated other comprehensive income (loss) as of March 31, 2006, 2007 and 2008, were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S.dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Foreign currency translation adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
(14,486 |
) |
|
¥ |
(6,043 |
) |
|
¥ |
2,764 |
|
|
$ |
27,640 |
|
Adjustments for the year |
|
|
8,443 |
|
|
|
8,807 |
|
|
|
(10,274 |
) |
|
|
(102,740 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
(6,043 |
) |
|
¥ |
2,764 |
|
|
¥ |
(7,510 |
) |
|
$ |
(75,100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized holding gains on available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
6,680 |
|
|
¥ |
11,666 |
|
|
¥ |
10,280 |
|
|
$ |
102,800 |
|
Adjustments for the year |
|
|
4,986 |
|
|
|
(1,386 |
) |
|
|
(6,395 |
) |
|
|
(63,950 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
11,666 |
|
|
¥ |
10,280 |
|
|
¥ |
3,885 |
|
|
|
38,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum pension liability adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
(1,443 |
) |
|
¥ |
(278 |
) |
|
¥ |
|
|
|
$ |
|
|
Adjustments for the year |
|
|
1,165 |
|
|
|
94 |
|
|
|
|
|
|
|
|
|
Adjustments to initially apply SFAS No.158 |
|
|
|
|
|
|
184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
(278 |
) |
|
¥ |
|
|
|
¥ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
(347 |
) |
|
$ |
(3,470 |
) |
Adjustments for the year |
|
|
|
|
|
|
|
|
|
|
(3,685 |
) |
|
|
(36,850 |
) |
Adjustments to initially apply SFAS No.158 |
|
|
|
|
|
|
(347 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
|
|
|
¥ |
(347 |
) |
|
¥ |
(4,032 |
) |
|
$ |
(40,320 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other accumulated comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
¥ |
(9,249 |
) |
|
¥ |
5,345 |
|
|
¥ |
12,697 |
|
|
$ |
126,970 |
|
Adjustments for the year |
|
|
14,594 |
|
|
|
7,515 |
|
|
|
(20,354 |
) |
|
|
(203,540 |
) |
Adjustments to initially apply SFAS No.158 |
|
|
|
|
|
|
(163 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
¥ |
5,345 |
|
|
¥ |
12,697 |
|
|
¥ |
(7,657 |
) |
|
$ |
(76,570 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
¥ |
8,715 |
|
|
¥ |
(272 |
) |
|
¥ |
8,443 |
|
Unrealized 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 losses on available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses arising during the year |
|
|
(1,403 |
) |
|
|
565 |
|
|
|
(838 |
) |
Less- Reclassification adjustment for gains realized in net
income |
|
|
(918 |
) |
|
|
370 |
|
|
|
(548 |
) |
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(2,321 |
) |
|
|
935 |
|
|
|
(1,386 |
) |
Minimum pension liability adjustment |
|
|
160 |
|
|
|
(66 |
) |
|
|
94 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
¥ |
6,739 |
|
|
¥ |
776 |
|
|
¥ |
7,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen (millions) |
|
|
|
|
|
|
|
Tax benefit |
|
|
Net of tax |
|
|
|
Pretax amount |
|
|
(expense) |
|
|
amount |
|
For the year ended March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
¥ |
(10,381 |
) |
|
¥ |
107 |
|
|
¥ |
(10,274 |
) |
Unrealized holding losses on available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses arising during the year |
|
|
(12,099 |
) |
|
|
4,878 |
|
|
|
(7,221 |
) |
Less- Reclassification adjustment for losses realized in net income |
|
|
1,384 |
|
|
|
(558 |
) |
|
|
826 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(10,715 |
) |
|
|
4,320 |
|
|
|
(6,395 |
) |
Pension liability adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses arising during the year |
|
|
(6,470 |
) |
|
|
2,633 |
|
|
|
(3,837 |
) |
Less- Reclassification adjustment for losses realized in net income |
|
|
236 |
|
|
|
(84 |
) |
|
|
152 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(6,234 |
) |
|
|
2,549 |
|
|
|
(3,685 |
) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive losses |
|
¥ |
(27,330 |
) |
|
¥ |
6,976 |
|
|
¥ |
(20,354 |
) |
|
|
|
|
|
|
|
|
|
|
F-35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollars (thousands) |
|
|
|
|
|
|
|
Tax benefit |
|
|
Net of tax |
|
|
|
Pretax amount |
|
|
(expense) |
|
|
amount |
|
For the year ended March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
$ |
(103,810 |
) |
|
$ |
1,070 |
|
|
$ |
(102,740 |
) |
Unrealized holding losses on available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses arising during the year |
|
|
(120,990 |
) |
|
|
48,780 |
|
|
|
(72,210 |
) |
Less- Reclassification adjustment for losses realized in net income |
|
|
13,840 |
|
|
|
(5,580 |
) |
|
|
8,260 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains |
|
|
(107,150 |
) |
|
|
43,200 |
|
|
|
(63,950 |
) |
Pension liability adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses arising during the year |
|
|
(64,700 |
) |
|
|
26,330 |
|
|
|
(38,370 |
) |
Less- Reclassification adjustment for losses realized in net income |
|
|
2,360 |
|
|
|
(840 |
) |
|
|
1,520 |
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses |
|
|
(62,340 |
) |
|
|
25,490 |
|
|
|
(36,850 |
) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive losses |
|
$ |
(273,300 |
) |
|
$ |
69,760 |
|
|
$ |
(203,540 |
) |
|
|
|
|
|
|
|
|
|
|
14. |
|
EARNINGS PER SHARE |
|
|
|
A reconciliation of the numerators and denominators of basic earnings per share computations is as follows, there are no diluted effect during the representing fiscal
years. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
Numerator |
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Net income available to common share
holders Basic |
|
¥ |
40,411 |
|
|
¥ |
36,971 |
|
|
¥ |
46,043 |
|
|
$ |
460,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
Number of shares |
|
|
|
|
|
Weighted average common shares
outstanding Basic |
|
|
143,736,927 |
|
|
|
143,706,789 |
|
|
|
143,749,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
¥ |
281.1 |
|
|
¥ |
257.3 |
|
|
¥ |
320.3 |
|
|
$ |
3.20 |
|
F-36
15. |
|
COMMITMENTS AND CONTINGENT LIABILITIES |
|
|
|
At March 31, 2008, the Company was contingently liable as a guarantor for housing and education
loans to employees in the amount of ¥6 million ($60 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, 2008, was insignificant. |
|
|
|
At March 31, 2008, the Company was contingently liable as a guarantor for the union organized by
customers in the amount of ¥530 million ($5,300 thousand). The fair value of the liabilities for
the Companys obligations under the guarantees described above as of March 31, 2008, was
insignificant. |
|
|
|
Makitas purchase obligations, mainly for raw materials, were ¥9,632 million ($96,320 thousand) as
of March 31, 2008. |
|
|
|
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 ¥1,714 million, ¥1,881 million and ¥2,132 million ($21,320 thousand)
under cancelable and noncancelable operating lease agreements for offices, warehouses, automobiles
and office equipment during the years ended March 31, 2006, 2007 and 2008, respectively. The
minimum rental payments required under noncancelable operating lease agreements as of March 31,
2008, were as follows: |
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
Year ending March 31, |
|
(millions) |
|
|
(thousands) |
|
2009 |
|
¥ |
573 |
|
|
$ |
5,730 |
|
2010 |
|
|
404 |
|
|
|
4,040 |
|
2011 |
|
|
284 |
|
|
|
2,840 |
|
2012 |
|
|
201 |
|
|
|
2,010 |
|
2013 |
|
|
156 |
|
|
|
1,560 |
|
2014 and thereafter |
|
|
203 |
|
|
|
2,030 |
|
|
|
|
|
|
|
|
|
|
¥ |
1,821 |
|
|
$ |
18,210 |
|
|
|
|
|
|
|
|
|
|
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, 2006, 2007 and 2008 was summarized as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
U.S. dollars |
|
|
|
(millions) |
|
|
(thousands) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Balance at beginning of year |
|
¥ |
804 |
|
|
¥ |
928 |
|
|
¥ |
1,306 |
|
|
$ |
13,060 |
|
Addition |
|
|
853 |
|
|
|
1,476 |
|
|
|
2,117 |
|
|
|
21,170 |
|
Utilization |
|
|
(779 |
) |
|
|
(1,163 |
) |
|
|
(1,357 |
) |
|
|
(13,570 |
) |
Foreign exchange impact |
|
|
50 |
|
|
|
65 |
|
|
|
(102 |
) |
|
|
(1,020 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
¥ |
928 |
|
|
¥ |
1,306 |
|
|
¥ |
1,964 |
|
|
$ |
19,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-37
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, 2007 and 2008 of ¥50 million and ¥601 million ($6,010
thousand), respectively, were recorded as assets and of ¥215 million and ¥216 million ($2,160
thousand), respectively as liabilities, and the changes in their fair values for the years ended
March 31, 2007 and 2008 amounting to a gain of ¥45 million and ¥550 million ($5,500 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 ¥3 million as of March 31, 2007. The
interest rate swaps matured during the year ended March 31, 2008. The Company did not have interest
rate swaps as of March 31, 2008. These interest swaps were recorded as current liabilities. As the
interest rate swaps did 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 and ¥3 million were recorded in
earnings and classified in other income for the years ended March 31, 2007 and 2008, respectively. |
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. |
F-38
|
|
|
Non-marketable securities amounted to ¥567 million and ¥572 million
($5,720 thousand) as of March 31, 2007 and 2008, 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. |
|
|
|
|
The estimated fair value of the financial instruments was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
U.S. dollars |
|
|
(millions) |
|
(thousands) |
|
|
2007 |
|
2008 |
|
2008 |
|
|
Carrying |
|
|
|
|
|
Carrying |
|
|
|
|
|
Carrying |
|
|
|
|
Amount |
|
Fair Value |
|
Amount |
|
Fair Value |
|
Amount |
|
Fair Value |
Marketable securities |
|
¥ |
58,217 |
|
|
¥ |
58,216 |
|
|
¥ |
49,443 |
|
|
¥ |
49,443 |
|
|
$ |
494,430 |
|
|
$ |
494,430 |
|
Investment securities |
|
|
27,279 |
|
|
|
27,172 |
|
|
|
18,034 |
|
|
|
17,963 |
|
|
|
180,340 |
|
|
|
179,630 |
|
Long-term time deposits |
|
|
2,207 |
|
|
|
2,207 |
|
|
|
2,207 |
|
|
|
2,207 |
|
|
|
22,070 |
|
|
|
22,070 |
|
Long-term indebtedness including current maturities |
|
|
(129 |
) |
|
|
(129 |
) |
|
|
(1,050 |
) |
|
|
(1,050 |
) |
|
|
(10,500 |
) |
|
|
(10,500 |
) |
Interest rate swap agreements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
25 |
|
|
|
25 |
|
|
|
186 |
|
|
|
186 |
|
|
|
1,860 |
|
|
|
1,860 |
|
Liabilities |
|
|
(125 |
) |
|
|
(125 |
) |
|
|
(191 |
) |
|
|
(191 |
) |
|
|
(1,910 |
) |
|
|
(1,910 |
) |
Currency swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
18 |
|
|
|
18 |
|
|
|
408 |
|
|
|
408 |
|
|
|
4,080 |
|
|
|
4,080 |
|
Liabilities |
|
|
(71 |
) |
|
|
(71 |
) |
|
|
(23 |
) |
|
|
(23 |
) |
|
|
(230 |
) |
|
|
(230 |
) |
Currency option contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
|
70 |
|
|
|
70 |
|
Liabilities |
|
|
(19 |
) |
|
|
(19 |
) |
|
|
(2 |
) |
|
|
(2 |
) |
|
|
(20 |
) |
|
|
(20 |
) |
|
(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-39
18. |
|
OPERATING SEGMENT INFORMATION |
|
|
|
The operating segments presented below are defined as components of the enterprise for which
separate financial information is available and regularly reviewed by the Companys chief operating
decision maker. The Companys chief operating decision maker utilizes various measurements to
assess segment performance and allocate resources to the segments. |
|
|
|
During the three years ended March 31, 2006, 2007 and 2008, 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, 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 |
|
|
|
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 |
|
F-40
|
|
Year ended March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
|
(millions) |
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Europe |
|
|
America |
|
|
Asia |
|
|
Other |
|
|
Total |
|
|
Eliminations |
|
|
Consolidated |
|
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
¥ |
72,466 |
|
|
¥ |
160,218 |
|
|
¥ |
56,234 |
|
|
¥ |
11,271 |
|
|
¥ |
42,388 |
|
|
¥ |
342,577 |
|
|
¥ |
|
|
|
¥ |
342,577 |
|
Intersegment |
|
|
69,540 |
|
|
|
5,606 |
|
|
|
5,212 |
|
|
|
101,211 |
|
|
|
172 |
|
|
|
181,741 |
|
|
|
(181,741 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
142,006 |
|
|
¥ |
165,824 |
|
|
¥ |
61,446 |
|
|
¥ |
112,482 |
|
|
¥ |
42,560 |
|
|
¥ |
524,318 |
|
|
¥ |
(181,741 |
) |
|
¥ |
342,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
¥ |
120,020 |
|
|
¥ |
138,850 |
|
|
¥ |
59,727 |
|
|
¥ |
98,468 |
|
|
¥ |
36,964 |
|
|
¥ |
454,029 |
|
|
¥ |
(178,483 |
) |
|
¥ |
275,546 |
|
Operating income |
|
|
21,986 |
|
|
|
26,974 |
|
|
|
1,719 |
|
|
|
14,014 |
|
|
|
5,596 |
|
|
|
70,289 |
|
|
|
(3,258 |
) |
|
|
67,031 |
|
Long-lived assets |
|
|
42,752 |
|
|
|
10,563 |
|
|
|
2,656 |
|
|
|
9,961 |
|
|
|
3,313 |
|
|
|
69,245 |
|
|
|
(187 |
) |
|
|
69,058 |
|
Identifiable assets |
|
|
264,721 |
|
|
|
126,428 |
|
|
|
39,523 |
|
|
|
52,890 |
|
|
|
31,556 |
|
|
|
515,118 |
|
|
|
(128,651 |
) |
|
|
386,467 |
|
Depreciation and amortization |
|
|
4,874 |
|
|
|
1,653 |
|
|
|
691 |
|
|
|
1,397 |
|
|
|
320 |
|
|
|
8,935 |
|
|
|
(64 |
) |
|
|
8,871 |
|
Capital expenditures |
|
|
8,637 |
|
|
|
2,453 |
|
|
|
713 |
|
|
|
2,220 |
|
|
|
1,113 |
|
|
|
15,136 |
|
|
|
(100 |
) |
|
|
15,036 |
|
|
|
Year ended March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollars |
|
|
|
(thousands) |
|
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Europe |
|
|
America |
|
|
Asia |
|
|
Other |
|
|
Total |
|
|
Eliminations |
|
|
Consolidated |
|
Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers |
|
$ |
724,660 |
|
|
$ |
1,602,180 |
|
|
$ |
562,340 |
|
|
$ |
112,710 |
|
|
$ |
423,880 |
|
|
$ |
3,425,770 |
|
|
$ |
|
|
|
$ |
3,425,770 |
|
Intersegment |
|
|
695,400 |
|
|
|
56,060 |
|
|
|
52,120 |
|
|
|
1,012,110 |
|
|
|
1,720 |
|
|
|
1,817,410 |
|
|
|
(1,817,410 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,420,060 |
|
|
$ |
1,658,240 |
|
|
$ |
614,460 |
|
|
$ |
1,124,820 |
|
|
$ |
425,600 |
|
|
$ |
5,243,180 |
|
|
$ |
(1,817,410 |
) |
|
$ |
3,425,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
$ |
1,200,200 |
|
|
$ |
1,388,500 |
|
|
$ |
597,270 |
|
|
$ |
984,680 |
|
|
$ |
369,640 |
|
|
$ |
4,540,290 |
|
|
$ |
(1,784,830 |
) |
|
$ |
2,755,460 |
|
Operating income |
|
|
219,860 |
|
|
|
269,740 |
|
|
|
17,190 |
|
|
|
140,140 |
|
|
|
55,960 |
|
|
|
702,890 |
|
|
|
(32,580 |
) |
|
|
670,310 |
|
Long-lived assets |
|
|
427,520 |
|
|
|
105,630 |
|
|
|
26,560 |
|
|
|
99,610 |
|
|
|
33,130 |
|
|
|
692,450 |
|
|
|
(1,870 |
) |
|
|
690,580 |
|
Identifiable assets |
|
|
2,647,210 |
|
|
|
1,264,280 |
|
|
|
395,230 |
|
|
|
528,900 |
|
|
|
315,560 |
|
|
|
5,151,180 |
|
|
|
(1,286,510 |
) |
|
|
3,864,670 |
|
Depreciation and
amortization |
|
|
48,740 |
|
|
|
16,530 |
|
|
|
6,910 |
|
|
|
13,970 |
|
|
|
3,200 |
|
|
|
89,350 |
|
|
|
(640 |
) |
|
|
88,710 |
|
Capital expenditures |
|
|
86,370 |
|
|
|
24,530 |
|
|
|
7,130 |
|
|
|
22,200 |
|
|
|
11,130 |
|
|
|
151,360 |
|
|
|
(1,000 |
) |
|
|
150,360 |
|
|
|
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, 2006, 2007
and 2008. |
|
|
|
Segment information is determined by the location of the Company and its relevant subsidiaries. |
F-41
|
|
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) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2008 |
|
Power Tools |
|
¥ |
171,376 |
|
|
|
74.8 |
% |
|
¥ |
210,894 |
|
|
|
75.3 |
% |
|
¥ |
255,869 |
|
|
|
74.7 |
% |
|
$ |
2,558,690 |
|
Gardening and
Household Products |
|
|
23,434 |
|
|
|
10.2 |
|
|
|
28,123 |
|
|
|
10.0 |
|
|
|
40,410 |
|
|
|
11.8 |
|
|
|
404,100 |
|
Parts, Repairs and
Accessories |
|
|
34,265 |
|
|
|
15.0 |
|
|
|
40,916 |
|
|
|
14.7 |
|
|
|
46,298 |
|
|
|
13.5 |
|
|
|
462,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
229,075 |
|
|
|
100.0 |
% |
|
¥ |
279,933 |
|
|
|
100.0 |
% |
|
¥ |
342,577 |
|
|
|
100.0 |
% |
|
$ |
3,425,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2006, 2007 and 2008. |
|
|
|
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 ¥223 million, ¥129 million and ¥96 million during the years ended March 31, 2006, 2007 and
2008, respectively. The accounts payable of the Company related to these transactions were ¥10
million, ¥6 million and ¥15 million as of March 31, 2006, 2007 and 2008, 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, ¥498 million
during the year ended March 31, 2007 and ¥658 million during the year ended March 31, 2008. The
accounts payable of the Company related to these transactions were ¥53 million, ¥35 million and ¥65
million as of March 31, 2006, 2007, and 2008 respectively. |
|
20. |
|
SUBSEQUENT EVENTS |
|
|
|
On April 30, 2008, the Board of Directors of the Company approved a plan to repurchase up to 3
million shares of the Companys common stock at a cost of up to ¥12,000 million for the period from
May 1, 2008 to May 26, 2008. Such repurchases were intended to perform flexible capital strategies
and enhance shareholders value. As a result, the Company repurchased 3 million shares of the
Companys common stock for ¥11,923 million. |
F-43
MAKITA CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED MARCH 31, 2006, 2007 AND 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
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 |
|
2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
|
869 |
|
|
|
269 |
|
|
|
|
|
|
|
(73 |
) |
|
|
(47 |
) |
|
|
1,018 |
|
Deferred income tax assets
valuation allowance |
|
|
318 |
|
|
|
|
|
|
|
251 |
|
|
|
(237 |
) |
|
|
(1 |
) |
|
|
331 |
|
F-44