Annual Report 2012
Transcription
Annual Report 2012
Komori corporation KOMORI CORPORATION Annual Report 2012 Annual Report 2012 Fiscal year ended March 31, 2012 KOMORI CORPORATION 11-1 Azumabashi 3-chome, Sumida-ku, Tokyo 130-8666, Japan Kando : Beyond Expectations Tel: +81-3-5608-7811 http://www.komori.com Printed in Japan For nearly 90 years, since its establishment in 1923, the Komori Group has been producing offset printing presses. Our flagship products include sheet-fed offset presses such as the “LITHRONE series” and “ENTHRONE series,” web offset presses such as the “SYSTEM series” and related equipment and devices. Moreover, the Group has been supplying security printing presses to the National Printing Bureau in Japan as well as to overseas customers in dozens of countries. The Komori Group endeavors to improve the quality and productivity of its basic printing presses and develop printing information networks and automated integrated printing systems to respond to the recent trend of digital workflow and networking, and realize a total printing production system. With its sights fixed on remaining a trusted Print Engineering Service Provider, the Group also works to bring the range of its proposals to bear in solving customer issues. Contents 1 Consolidated Financial Highlights 21 Consolidated Statements of Changes in Net Assets 2 KOMORI at a Glance 22 Consolidated Statements of Cash Flows 4 An Interview with Top Management 23 Notes to Consolidated Financial Statements 10 Special Feature: Report on ‘drupa 2012’ 40 Report of Independent Auditors ‘KOMORI OnDemand’ Demonstrated at World’s Largest Printing Equipment Exhibition 41 Branch Offices and Plants, Subsidiaries 42 Corporate Data and Investor Information 12 Directors, Corporate Auditors and Operating Officers 13 Corporate Governance 14 Six-Year Summary of Consolidated Financial Data 15 Financial Review 18 Consolidated Balance Sheets 20 Consolidated Statements of Income Consolidated Statements of Comprehensive Income Caution Regarding Forward-Looking Statements This annual report contains information about forward-looking statements related to such matters as the Company’s plans, strategies, and business results. These forward-looking statements represent judgments made by the Company based on information available at present and are inherently subject to a variety of risks and uncertainties. The Company’s actual activities and business results could differ significantly due to changes, including changes in the economic environment, business environment, demand, and exchange rates. Consolidated Financial Highlights Komori Corporation and Consolidated Subsidiaries Millions of yen Thousands of U.S. dollars (Note 1) Percent change 2012 2012/2011 2012 Net sales ¥68,719 ¥72,234 ¥72,298 0.1% $ 879,641 Operating income (loss) (7,051) (3,977) (3,954) — (48,106) Income (loss) before income taxes (8,458) (5,360) (5,257) — (63,964) Net income (loss) (10,502) (6,216) (5,293) — (64,398) Total assets 174,410 161,186 149,277 (7.4) 1,816,245 Total net assets 132,245 124,179 115,012 (7.4) 1,399,346 Years ended March 31 2010 2011 Yen U.S. dollars (Note 1) Percent change Per share: Net income (loss)—primary ¥(157.15) ¥(93.03) ¥(80.69) —% $ (0.98) Cash dividends 20.00 20.00 20.00 0.0 0.24 % Percentage point change Ratio: Equity ratio 75.8% 77.0% 77.0% 0.0 Notes:1.U.S. dollar amounts are converted from Japanese yen for convenience only at the rate of ¥82.19 = US$1.00. 2. Financial figures throughout this report are rounded to the nearest whole identified unit. Net Sales Net Income (Loss) (Billions of yen) 160 Total Assets and Equity Ratio (Billions of yen) 154.8 10 8.7 (Billions of yen) (%) 250 100 211.8 8 6 111.4 120 200 68.7 72.2 72.3 (6.2) (7.1) 77.0 80 149.3 150 60 100 40 50 20 (5.3) (8) (10) 10 77.0 0 (6) 09 75.8 174.4 (2) 40 08 180.9 161.2 (4) 0 79.5 4 2 80 73.6 11 12 (12) (10.5) 08 09 10 11 12 0 08 09 10 11 12 0 Annual Report 2012 1 KOMORI at a Glance Sheet-Fed Presses Sheet-Fed Offset Offset Presses Sheet-fed offset presses print on individual sheets of paper cut to specified sizes and are suitable for small-lot, high-quality commercial printing, such as brochures and posters as well as packaging printing. LITHRONE G40 Length: 15.2 meters; Height: 2.2 meters; Colors: 6 Komori’s Net Sales by Region The Printing Industry • According to data announced in February 2010, the scale of the global printing industry (Billions of yen) stood at approximately US$706.1 billion in 2008, up 55% compared with 2001. 200 200 • North America, Western Europe and Japan accounted for around 70% of this total. Other Regions Used Presses, • Compared with 2008, the global printing industryService is forecast to experience 3% growth over and Repair Greater China the six years through to 2014. Despite a slowdown the pace of growth in the mature WebinOffset Presses, Europe North America Japan 154.8 Pressesmarket expansion of markets of North America, Western Europe and Security Japan, Printing extraordinary Sheet-Fed more than 40% over those same six years is projected in emerging regions and countries, Offset Presses including China and Russia. 154.8 150 150 Source: NPES (The U.S. Association for Suppliers of Printing, Publishing and Converting Technologies) 111.4 111.4 Global Printing Industry Market Scale 100 (Billions of U.S. dollars) 100 Other Regions +3% 1,000 68.7 72.2 72.3 +55% 9.6 14.7 800 68.7 706 Greater China 14.9 Japan 11.8 455 50 15.2 North America 724 600 50 Europe 72.3 72.2 400 7.2 45.6 200 25.7 0 0 2 08 09 10 KOMORI CORPORATION 11 12 2001 2008 0 08 09 2014 10 11 (Outlook) 12 Web Presses Web Offset Offset Presses Web offset presses print on a continuous roll of paper, the pages being cut to size and folded after they have been printed. These presses are suitable for high-quality, large-volume commercial printing, such as magazines, inserts and direct mail. SYSTEM 38S Length: 24.9 meters; Height: 4.6 meters; Colors: 4 Komori’s Net Sales by Product Category The Printing Machinery Industry • The printing machinery industry’s market scale, which encompasses presses and peripheral equipment, amounted to approximately US$22.2 billion on a global basis in 2008. 200 • Of this total, the market scale of offset presses,*1 Komori’s mainstay product, is estimated at (Billions of yen) 200 Other Regions around US$7.2 billion. Used Presses, Service and Repair Greater China • The manufacture of offset presses requires precise metalworking expertise as well as Web Offset Presses, Security Printing Presses Europe adequate industrial infrastructure encompassing such wide-ranging fields as machinery, North America Sheet-Fed Offset Presses electronics, chemicals and paper. For these reasons the majority of leading offset press Japan 154.8 154.8 manufacturers is concentrated in Germany and Japan. • Komori’s offset presses boast an approximate 15% share of the global market*1, ranking 150 150 among the top four*2 offset press manufacturers in the world. • As the leading offset press manufacturer in Japan, Komori maintains a dominant position with an approximate 50% share of the domestic market. Notes: *1Excluding web offset presses for newspaper and other printings 111.4 *2 Heidelberger Druckmaschinen AG (Germany), Komori Corporation (Japan), MAN Roland Druckmaschinen AG (Germany), Koenig & Bauer AG (Germany) 111.4 Source:NPES (The U.S. 100Association for Suppliers of Printing, Publishing and Converting Technologies) The Worldwide Printing Machinery Industry by Process 68.7 72.2 68.7 9.6 Web Offset Presses Web Offset Presses for Newspaper and Other Printings Flexographic Printing Presses 14.7 Large-Format Inkjet Printing Presses Digital Printing Presses (2008) 72.3 Sheet-Fed Offset Presses Market Scale 50 Approximately US$22.2 billion 100 15.2 Gravure Printing Presses 7.2 Screen and Letterpress Printing Presses Peripheral Equipment, Components 72.2 72.3 25% 7% 6% 11% 8% 6% 5% 5% 27% 14.9 11.8 50 45.6 25.7 Offset Printing: Offset printing is a widely used printing technique where the inked image is transferred (or “offset”) from a plate rubber blanket then to the11 printing surface. Offset printing today accounts for a 0 to a08 09 and 10 12 major share of the color printing market. 0 08 09 10 11 12 Annual Report 2012 3 An Interview with Top Management With swift action, we will achieve transformation of the business structure as we work toward an improvement of profitability. Yoshiharu Komori Chairman, President and CEO Overview of Fiscal 2012 Q Please provide us with an overview of Komori’s performance in fiscal 2012, ended March 31, 2012 exchange rate in fiscal 2012 was ¥79 to the U.S. dollar and ¥110 to the euro. This was markedly higher than fiscal 2011 when a dollar commanded ¥86 and the euro was ¥114. The increasing appreciation of the yen has undercut our competitiveness against German press manufacturers and weighed on Komori’s In fiscal 2012, orders received decreased 9% year on year to performance, which moved from recovery to stagnation. ¥69.8 billion and net sales rose 0.1% to ¥72.3 billion, roughly The third major factor was the shrinking of the printing comparable to net sales in the previous fiscal year. The Company machinery market in developed countries. Especially in developed posted an operating loss totaling ¥4.0 billion and a net loss of countries, print demand is decreasing due to the transition from ¥5.3 billion. Komori failed to accomplish its target of moving into paper media to electronic media such as the internet. As a result, the black, something we deeply regret. mergers and acquisitions are rapidly enveloping the printing There were three primary factors preventing us from industries. successfully achieving the recovery of our performance. The first factor is the impact of the worldwide recession and the confluence of these factors, Komori posted an operating loss deterioration of the international monetary market. Backed by the for the third consecutive fiscal year and a net loss for the fourth debt crisis in Europe, the propensity for capital investment in the consecutive fiscal year. printing industries declined globally. Moreover, our sales rapidly declined in the China market through the year-end, despite previously showing steady growth. This was attributable to the impact of monetary tightening policies. 4 The second factor was the yen’s appreciation. The average KOMORI CORPORATION It is with a heavy heart that I must inform you that, due to Q environment. These include the shrinking printing machinery What were the most notable accomplishments of fiscal 2012? market, delayed demand recovery in developed countries, contrasting growth in emerging markets, and the ongoing migration of media from paper to digital format. Komori aims to be a Print Engineering Service Provider. We First of all, the revolutionary H-UV curing system that Komori are working to broaden the scope of our business and expand developed independently has continued to earn solid marks. As a our capabilities to meet the complex needs of the printing result, Komori’s shipments have increased, in contrast to overall industry. To achieve this goal, we will work to advance the shipments in the domestic printing industry which decreased. development of offset printing technologies, enhance efficiency With the H-UV curing system, we were able to increase our and make efforts to realize cost reduction. domestic market share which was already on top. Over the last two years, the Company found itself in One of the businesses we are concentrating on is the increasingly harsh circumstances due to rapid transformation that security printing press business. Komori received an order for a has changed the very structure of the printing machinery market, security printing press from De La Rue International Limited of the as well as the sharp appreciation of the yen. It will be exceedingly United Kingdom, the world’s largest private securities printing difficult to achieve the revenue target of ¥120.0 billion set for the company in the fiscal year under review. The order was fiscal year ending March 2013. Nevertheless, the basic strategies subsequent to a large order from Bangko Sentral ng Pilipinas (the of the Medium-Term Management Plan steer us in the right Central Bank of the Philippines) in the previous fiscal year. Komori direction. Through reinforced implementation of these strategies, is steadily accumulating accomplishments in this field. we are aiming to move into the black and secure a foundation for Moreover, we made a full-fledged move into the commercial future growth. We will ensure a stable profit through exhaustive digital printing business. In February 2012, Komori announced its cost reduction, as well as the further development of existing global sales alliance and co-development of a digital printing businesses, while expanding into new fields to achieve this press with Konica Minolta Business Technologies, Inc. (Konica transformation. Minolta BT), a subsidiary of Konica Minolta Holdings, Inc. *“Leaning Against the Wind” Project The Third Medium-Term Management Plan Q Could you please tell us about the progress and further initiatives of the Third Medium-Term Management Plan which reaches its final year in fiscal 2013? Further Develop the Offset Printing Press Business Q The H-UV curing system is earning a high reputation in the market. Could you tell us about current performance and whether there are strategies for further market penetration? In January 2009, the Komori Group implemented the LAW Project* The innovative H-UV curing system, which instantly dries ink, has as an emergency response to the sudden deterioration in received staunch praise. Indeed the Japanese Society of Printing performance triggered by the worldwide recession after the Lehman Science and Technology presented Komori with the Technology Brothers bankruptcy. As a result of this 15-month project, Komori Prize for its development of H-UV in February 2011. Moreover, was able to significantly lower its break-even point. Komori was awarded the Printing Industries of America InterTech™ Technology Award in July 2011. This is a very high honor as this In April 2010 Komori initiated the Third Medium-Term Management Plan. This three-year plan built on the results of the award is very prestigious in the United States. In the domestic LAW Project. The plan identified our primary management goal market, we received orders for more than 120 H-UV equipped as the transformation of the profit structure. Succeeding in this presses in the three years since its release. Amazingly, in fiscal 2012, goal is vital given the continued changes in the external 70% of presses with the option were shipped H-UV equipped. Annual Report 2012 5 An Interview with Top Management We are also accumulating H-UV sales overseas. For they occur. Proposals are premised on the continuing development example, orders from principal countries in North America and of our service program, which brings added benefits to customers. Europe exceeded 30 presses in the most recent two years. At This makes developing our maintenance programs crucial. drupa 2012, the world’s largest international exhibition of printing Furthermore, developing new service programs helps to improve our equipment and materials held in Germany in May 2012, we service structure, ultimately contributing to higher efficiency and presented OffsetOnDemand* solutions including H-UV, the KHS-AI quality of service. Thanks to such efforts as the ongoing expansion integrated control system and Komori’s color management of the service program, the Komori Preventive Maintenance Service system. Komori demonstrated the efficiency of this system, which is now well known among customers across Japan. In fact, the greatly reduces makeready time, limiting waste to less than 20 service is becoming a source of best practice. sheets per job, and instantly dries ink. Also on display was the The service business also includes the sale of materials and system’s capability with both digital printing and H-UV equipped supplies such as ink, rollers, blankets and other expendables under offset printing by matching colors with great accuracy. Indeed, the brand K-Supply. These specialized materials and supplies are these solutions garnered praise, and sales negotiations at the designed to maximize the printing performance of Komori presses. Komori stand were brisk following the product demonstrations. Komori is augmenting these sales activities and developing new To continue expanding the introduction of H-UV, we must products, with the aim of creating a new earnings pillar. first ensure a stable supply of specialized high-sensitivity ink. At One of our most important missions as a reliable business the Komori Graphic Technology Center (KGC), we are now supplier is to keep improving customer confidence and ensuring verifying whether inks and materials readily available in any given parts supply across the world. To accomplish this, we are training region are adequate for this curing system. The work that KGC is our service staff, utilizing a skill matrix, in order to raise and conducting will facilitate further adoption of H-UV. maintain customer satisfaction throughout the entire transaction, Noting the sales growth of Komori’s H-UV equipped from the acceptance inspection to the end of the guarantee presses, some of our competitors have developed their own period. Also, we are striving to ensure sufficient parts supply for versions with curing systems, which profess to have similar customers in South America and China. functionality. Some of these have already been released to the market. Nevertheless, by leveraging our unsurpassed technologies and the accumulated know-how of KGC, we aim for further market penetration with H-UV. *Developed independently by Komori, OffsetOnDemand is a system that handles short runs and tight delivery schedules by cutting print preparation time, paper waste and the time needed for all printing processes while retaining both the high print quality and high productivity that are the outstanding feature of offset presses. Strengthening Service Business Capability Q 6 Opening Up New Markets in Emerging Nations Q What are your sales strategies in newly emerging nations? Printing demand is expanding in China, India, countries in Central and South America, and Southeast Asia led by their economic growth. In fact, printing machinery markets in those countries are How much progress was made in expanding service offerings? also growing. Given this growth, Komori is engaged in sales activities utilizing distributors with solid sales and service capabilities in each emerging country. This requires developing the sales capabilities and service level of the distributors. Hence, Komori staff members are We are promoting Komori Preventive Maintenance Service, with the collaborating with distributors in initiatives such as joint customer goal of avoiding malfunctions and downtime, ultimately reducing visits, sales activities, exhibitions and open houses, and finances. overall maintenance costs for our clients. Preventative maintenance We also train distributors and ensure that proper technique is requires advanced service skills to spot potential malfunctions before adopted in providing product checks and maintenance. Through KOMORI CORPORATION collaboration, Komori is determined to increase its market share in Limited, subsequent to an order from Bangko Sentral ng Pilipinas these newly emerging nations. (the Central Bank of the Philippines) in the previous fiscal year. We are also assiduously working to develop products highly De La Rue International Limited, the world’s largest private suited for these markets. Targeting Asian markets, Komori securities printing firm, engages in designing and printing released the LITHRONE A37 in February 2012. This 37-inch banknotes for over 150 countries. The agreement between sheet-fed offset press is designed for Asia where demand is Komori and De La Rue extends beyond providing securities strong for both the A1 format and the 36-37 inch sheet width printing systems to a comprehensive technological cooperation format. Boasting compact design, the LITHRONE A37 is also agreement with Komori. Through this agreement, both cost effective due to streamlined specifications focused on highly companies plan to closely collaborate to improve the quality, sought functions. In Asia and other emerging counties, we productivity and cost effectiveness of securities printing systems believe the LITHRONE A37 will contribute to sales increases, as while undertaking the development of revolutionary new security will the ENTHRONE 29, a machine released in the last year amid printing technology. In addition, the scope of the agreement considerable market praise. includes marketing assistance. For example, open houses for our customers will be held in the De La Rue plant. The momentum of Expand the Security Printing Press Business Q this agreement will help Komori reach an even larger customer base in the overseas market in this field. Could you please provide an update on the progress of efforts to broaden sales of overseas security printing presses? The overseas security printing machinery market had been monopolized by one particular German press manufacturer and the market longed for the entry of a new manufacturer. In Japan, Komori dominated the market with over 50 years of transactions with the National Printing Bureau and advanced automated technologies accumulated in the commercial offset printing business. Indeed, The CURRENCY IC-532 III, an intaglio printing press for security printing anticipation had been steadily growing over several years as global customers awaited the full-fledged participation of Komori’s security printing presses in the global market. In response, Komori developed a new security printing press in fiscal 2011 where it was exhibited at the Tsukuba Plant. In fiscal 2012, we held another exhibition. Numerous people Orders Received: Security printing presses (Billions of yen) from around the world have attended and showed great 7 interest. Government officials and executives of private 6 securities printing firms have been impressed with Komori’s new 5 security printing presses which appeal strongly due to their 4 excellent print quality, capacity, usability and innovative 3 technologies that ensure security. With the help of an aggressive global marketing strategy, Komori was able to receive a major order for a security printing press from the UK-based company, De La Rue International 2 6.3 4.1 3.4 1.5 1.9 1.8 08 09 1 0 07 10 11 12 Annual Report 2012 7 An Interview with Top Management Develop New Business Q the digital printing press can perform small-lot runs. These operations are possible only with the support of K-ColorSimulator, which precisely matches the H-UV-equipped offset printing sheet What’s happening in the digital printing press business? with the true color output of the digital printing press. With future growth in mind, we also developed two prototypes of inkjet printing machines and exhibited these at drupa 2012. Komori developed the Impremia IS29 sheet-fed press with Konica Minolta. The Impremia IW20 web-fed press was developed independently by Komori. At drupa 2012, Komori also entered into an agreement with the Landa Corporation, based in Israel. Under this global strategic partnership, Landa will license Komori to manufacture and market digital printing presses using the Landa Nanographic Printing™ process. Through years of manufacturing offset printing presses, Komori has gained unrivalled expertise. By leveraging this expertise, Komori will keep releasing new products to the digital printing press market. Our devotion to development is continuous. From the left Yoshiharu Komori, the president of Komori Corporation Masatoshi Matsuzaki, the president of Konica Minolta Holdings, Inc. In February 2012, Komori announced a global sales agreement for digital printing presses with Konica Minolta BT. The Impremia C Komori is now advancing Printed Electronics (PE). These series is an OEM version of the Konica Minolta bizhub PRESS C technologies are used to form electronic circuits with print series supplied by Konica Minolta BT. We will market this series of technology. The PE field is an industry which is expected to digital printing press under the trademark of Komori’s Impremia C expand in the future. As a result of product development in the series in four regions, initially Japan, then the United States, Europe PE business over recent years, we are now offering customers and China. Through this sales partnership, we will more accurately the first model of the rotary gravure offset printing press which perceive the needs of our customers and accumulate essential prints electronic circuits for touch screens. As the machine is know-how for the digital printing business, spanning all phases of evaluated by customers, we will use their feedback to establish a the business from development and production to sales and service. strong business structures in the PE industry. We believe what we learn will contribute to future business. gravure offset printing press, with market release planned for the Komori also developed and released K-ColorSimulator. This In addition, the Company is planning to develop a flat-bed color management system (CMS) software provides high- summer of 2012. Komori is also participating in a government precision color matching technologies to synchronize both digital project which aims to develop methods of forming micro transistors printing and offset printing. By combining the features of the with PE technology. We will integrate our advanced printing system with digital printing presses, we are presenting customers technologies and precision machinery manufacturing technologies, with unique options to improve operations. For example, small-lot as we work to achieve further innovation in this promising new field. sample print runs, prior to a large order, can be met with digital printing presses, while the large-lot printing can be performed with an H-UV equipped offset press. When reprints are required, 8 Q What are some other new business developments? KOMORI CORPORATION Improve Profitability Q Could you please tell us about the progress of initiatives to improve profitability? underlying policy, Komori strives to ensure a stable dividend payout and comprehensive return of profit through the acquisition of treasury stock. Regarding the dividend in the fiscal year ended March 31, 2012, Komori continued to prioritize the payment of a stable dividend stream and declared a full-year dividend of ¥20 (US$0.24) per share, unchanged from the previous fiscal year. To improve capital efficiency and return profit to shareholders, To improve profitability, the Komori Group is advancing the “SGA20 Komori conducted the acquisition of treasury stock totaling Project” to reduce the ratio of SG&A expenses as a percentage of sales to 4,840,000 shares at ¥2,498 million, representing 7.1% of issued 20%. To this end, Komori is working to rationalize operations through the stock, from December 2011 through February 2012. use of IT, extensive cost reduction in day-to-day tasks through Unfortunately, the Company expects business conditions to streamlining, and the transfer of personnel to new business fields. In fiscal remain severe. As a result, Komori plans to pay an interim cash 2012, however, the ratio of SG&A expenses as a percentage of sales dividend of ¥5 per common share and a fiscal year-end cash stood at 30% due to such factors as depressed sales. We must do better. dividend of ¥5 per common share for a combined annual dividend of ¥10 per common share in fiscal 2013. We sincerely In fiscal 2013, we will review and streamline fixed costs and variable expenses to take further steps toward cost reduction. In ask our shareholders and investors for their understanding with particular, we are aiming to reduce R&D expenses by focusing on this planned decrease of the annual dividend from ¥20 per share the theme of cost reduction technology, elemental technology and in fiscal 2012. products targeted to new business fields. Continuous efforts to improve efficiency are being made throughout the production investors for the anxiety this has caused. Four years of system. We are implementing such steps as Value Analysis and unprofitable financial results is most regrettable. Komori’s most Industrial Engineering with the aim of reducing plant workload, pressing task is to reverse this chronic state of deficit. specifically targeting machine processing and assembly procedures. To make it happen, we will achieve transformation of the The Komori Group established the Overseas Production business structure with swift action. The Komori Group will rally Promotion Office in February 2011 to examine overseas part the strength of all employees and management to fulfill the procurement and production to improve profitability and to mitigate expectations of our shareholders and investors. We sincerely ask exchange risks. To accelerate these efforts, we have launched the for your continued support and encouragement as we work Overseas Production Project, and plan to establish a local toward an improvement of profitability. We express our deep apologies to our shareholders and corporation in China in June 2012. When it comes to overseas procurement, Komori currently purchases such goods as devices, casting materials and parts chiefly from the United States, Europe and China. We are aiming to promote and increase the overseas procurement ratio to 15% of total procurement by March 31, 2013. Cash Dividends per Share (Yen) To Our Shareholders and Investors Q 50 40 40 40 What is Komori’s policy on shareholder returns? Do you have a message you would like to relay to your shareholders and investors? 30 20 20 20 10 11 12 20 10 Komori positions the continuous return of profits to its shareholders as a key management priority. Guided by this 0 08 09 Annual Report 2012 9 Special Feature: Report on ‘drupa 2012’ ‘KOMORI OnDemand’ Demonstrated at World’s Largest Printing Equipment Exhibition Renowned as one of the most comprehensive international exhibitions of printing equipment and materials, drupa 2012 was held for two weeks beginning on May 3, 2012 in Dusseldorf, Germany. Komori maintained the largest stand of all Japanese press manufacturers and presented the latest solutions, including digital printing technologies on the theme of ‘KOMORI OnDemand.’ The Komori exhibits earned high praise from attendees. Overview of drupa 2012 Offset 314,500 attendees visited drupa 2012 from more than 130 countries. The 15th exhibition in drupa’s long history was marked by fewer visitors, compared with drupa Eight-color H-UV-equipped 40-inch convertible perfecting sheet-fed offset press 2008, when the exhibition was last held. The decrease of roughly 75,500 visitors was largely attributed to fewer visitors from Germany and the U.S., due to the downturn in the printing industry. Some 1,850 companies from 52 countries exhibited at drupa. With 615 companies exhibiting, Germany was best represented. China came in second with 251 companies: a distinctive feat displaying the prominence of Chinese corporate power. The dominating themes at drupa 2012 were automation, packaging printing, digital printing, hybrid technologies, Web-to-print applications, and environmentally sound printing. At press manufacturers’ exhibition booths, many demonstrations and presentations were shown in which offset and digital solutions complemented rather Offset Four-color 37-inch sheet-fed offset press than competed with each other. KOMORI OnDemand The Komori stand featured KOMORI OnDemand as its main theme. The exhibit machines consisted of six sheet-fed offset printing presses, including two totally new products, and three digital printing presses. Komori presented solutions which meet the diverse needs of customers through a large number of demonstrations. These featured OffsetOnDemand, which adopts offset printing as the core, performing efficiently in concert with digital printing and postpress. DigitalOnDemand was also featured, including two newly developed inkjet digital printing machines. And, of course, other Komori solutions were on exhibit. OffsetOnDemand Solutions Demonstrations of OffsetOnDemand Solutions were performed on the LITHRONE G40P (eight-color H-UV-equipped 40-inch convertible perfecting sheet-fed offset press), 10 KOMORI CORPORATION a machine widely proven in many installations, and the LITHRONE S29 (five-color H-UV-equipped 29-inch sheet-fed offset press). At this demonstration, Komori also used K-ColorSimulator, Komori’s color management system with both presses to exhibit high-precision color matching technologies. Indeed, the system displayed its capability with both digital printing and offset printing by matching colors with great accuracy. Digital Technology Exhibit DigitalOnDemand Solutions Two prototypes of newly developed inkjet digital printing machines were exhibited. The Impremia IW20, a web-fed inkjet digital printing system, was developed Four-color 20-inch web-fed inkjet digital printing system independently by Komori. Komori developed the other machine, the Impremia IS29 sheet-fed inkjet digital printing system, with Konica Minolta. In addition, the Impremia C80 was also exhibited. This full-color electrophotographic digital printing system is supplied by Konica Minolta Business Technologies, Inc. on an OEM basis. Komori Stand: A roaring success Though overall visitors to drupa 2012 declined by about 20 percent, a huge number Digital Technology Exhibit came to the Komori stand, which grew even more crowded when demonstrations were held. The visitors showed especially great interest in the inkjet digital printing presses, as these presses were exhibited for the first time. The LITHRONE A37 (37- Four-color 29-inch sheet-fed inkjet digital printing system inch sheet-fed offset press), a cost effective machine in a compact design, and the LITHRONE G40P, a convertible perfecting press with Komori’s latest automated technologies installed, have earned a solid reputation. Visitors also came away impressed by the innovative H-UV curing system. The understanding they gained of its superior features at this exhibition will, we believe, contribute to broader international sales. Encouraged by the attendees’ reactions at drupa 2012, Komori will promote Digital new developments to continue delivering comprehensive solutions and products that meet the diverse needs and trends of the times. Full-color digital printing system (OEM version of Konica Minolta bizhub PRESS C8000) Annual Report 2012 11 Directors, Corporate Auditors and Operating Officers (As of June 20, 2012) Directors YOSHIHARU KOMORI SATOSHI MOCHIDA Chairman, President, CEO and Representative Director COO and Representative Director KAZUNORI SAITOH MAKOTO KONDO MASARU TSUKAMOTO MASAMITSU YOSHIKAWA Director and Managing Operating Officer Director, CFO and Managing Operating Officer Director and Operating Officer Director Corporate Auditors Operating Officers YASUMICHI SATO TOSHIYUKI TSUGAWA YUTAKA IWATA Corporate Auditor Operating Officer Operating Officer EIRO HAMADA TSUTOMU NIITSUMA JUNYA SHIMADA Corporate Auditor Operating Officer Operating Officer HARUNOBU KAMEYAMA YOSHINOBU KOMORI KOICHI MATSUNO Corporate Auditor Operating Officer Operating Officer TAKESHI MITSUMA MASANORI MOCHIZUKI EIJI KAJITA Corporate Auditor Operating Officer Operating Officer 12 KOMORI CORPORATION Corporate Governance Fundamental Concepts Internal Audits and Audits by Corporate Auditors Komori has positioned corporate governance as a key management priority and an essential means to maximize corporate value and fulfill the expectations of all stakeholders, including shareholders, customers, suppliers, local communities, employees and their families. To that end, Komori employs an audit system as a core part of its corporate governance activities. Komori also recognizes that securing management transparency, prompt decision-making, compliance, and strengthening the audit function are fundamental to corporate governance. Based on these fundamental concepts, the Company will pursue efforts to ensure comprehensive corporate governance in all facets of management, including supervision of management. Moreover, the Company implements and annually evaluates its system of internal controls through the CSR Planning & Coordination Office, which reports the results at a Board of Directors’ meeting. Examining the business affairs of the Group as a whole to ascertain whether they are being performed appropriately and efficiently, six staff members conduct internal audits under the auspices of the Internal Audit Office, which is directly controlled by the president. Corporate auditors conduct audits on directors in the execution of the latter’s duties in accordance with the auditing standards set by the Board of Corporate Auditors. In addition to regular bimonthly meetings, corporate auditors hold meetings with the Internal Audit Office on an as required basis so as to avoid the duplication of respective audit plans and to share information. Based on the results of previous audits, they also verify and confirm the status of business execution at operating divisions and exchange opinions on matters such as follow-ups and improvements. Corporate auditors shall liaise closely with independent auditors in their daily business and receive reports related to ongoing audits from the independent auditors as necessary. In addition, corporate auditors exchange opinions on outlines of audit plans, including internal control audits, and share information on significant audit matters. While receiving such regularly scheduled information as the results of fiscal period-end audits, quarterly reviews and internal control audits and ensuring a good exchange of views, corporate auditors shall accompany independent auditors on their rounds, auditing operating bases and conducting inspections of physical inventory, as necessary, in pursuit of efficient and effective audits. Corporate Organization and Internal Control System Composed of six directors (including one from outside the Company) as of June 20, 2012, the Board of Directors meets once a month in principle to determine matters relating to law, fundamental management policies, and other matters of importance as the Company’s ultimate decision-making body, while supervising the executive function of directors. Fully observing and widely disseminating the management policies and other decisions made by the Board of Directors, the Board of Operating Officers, which consists of 13 operating officers, is tasked with securing sound business execution toward the achievement of annual targets and maximizing corporate value. The Board of Corporate Auditors is composed of four corporate auditors including three outside corporate auditors. Corporate auditors attend meetings of major importance and oversee the executive function of directors. Management meetings, chaired by the president and attended by the operating officers in charge of the Corporate Planning Office, production and development sections, and Administration Group together with corporate auditors as observers, are held to deliberate and formulate policies relating to key management issues and the Company’s medium-term management plan. In order to thoroughly disseminate policies decided in this meeting, a Companywide meeting is usually held on a monthly basis. Each meeting is attended by relevant directors and general managers who deliberate matters of importance and confirm the proper execution of duties. Outside Directors and Outside Corporate Auditors Outside directors are expected to perform several significant roles such as monitoring the Board of Directors’ business execution from an external viewpoint. The Company has one outside director as of June 20, 2012. Outside director Masamitsu Yoshikawa has extensive knowledge and experience relating to banknote printing, and brings meaningful input to Board of Directors’ meetings. Meanwhile, the Company has notified the designation of its outside corporate auditors—namely, Messrs. Eiro Hamada, Harunobu Kameyama and Takeshi Mitsuma—as independent corporate auditors to the Tokyo Stock Exchange, pursuant to the bourse’s Securities Listing Regulations. The Company designated their status as independent as they have no conflict of interest with the Company’s shareholders. Corporate Governance Structure (Overview) General Meeting of Shareholders Appoint/Dismiss Appoint/Dismiss Board of Directors 6 directors (including 1 outside director) Appoint Audit Elect/Monitor/Supervise Report Direct President and Representative Director Report Direct and Supervise Report Board of Operating Officers Operating Officers Direct Direct and Supervise CSR Committee Direct Report Direct and Supervise Management Meetings Direct Report Board of Corporate Auditors 4 corporate auditors (including 3 outside corporate auditors) CSR Planning & Coordination Office Report Cooperation Independent Auditors Cooperation Cooperation Direct Appoint/Dismiss Cooperation Cooperation Audit Internal Audit Office Internal Audit Each Division, Subsidiary and Affiliated Company Annual Report 2012 13 Six-Year Summary of Consolidated Financial Data Komori Corporation and Consolidated Subsidiaries Years ended March 31 2007 2008 2009 2010 Millions of yen Thousands of U.S. dollars (Note 1) 2012 2012 2011 Net sales ¥141,871 ¥154,839 ¥111,405 ¥68,719 ¥72,234 ¥72,298 $ 879,641 Cost of sales 93,676 99,841 75,149 53,034 54,890 54,166 659,037 Selling, general and administrative expenses 33,275 36,697 32,903 22,760 21,364 22,040 268,147 Operating income (loss) 15,003 18,350 3,366 (7,051) (3,977) (3,954) (48,106) Income (loss) before income taxes 16,224 14,955 (1,385) (8,458) (5,360) (5,257) (63,964) Net income (loss) 9,247 8,671 (7,092) (10,502) (6,216) (5,293) (64,398) Capital expenditure 3,156 2,035 5,320 6,257 1,271 849 10,330 Depreciation and amortization 2,376 2,785 2,921 2,903 3,083 2,849 34,663 R&D expenses 5,385 6,008 5,768 4,015 4,321 4,830 58,770 Total assets 215,404 211,774 180,875 174,410 161,186 149,277 1,816,245 Total net assets 153,979 155,863 143,814 132,245 124,179 115,012 1,399,346 Interest-bearing debt 1,611 1,257 3,828 12,992 9,782 7,785 94,714 Yen U.S. dollars (Note 1) Per share: Net income (loss)—primary ¥ 133.47 ¥ 127.39 ¥(105.43) ¥(157.15) ¥ (93.03) ¥ (80.69) Net assets 2,249.67 2,304.73 2,152.08 1,979.06 1,858.43 1,855.97 Cash dividends 30.00 40.00 40.00 20.00 20.00 20.00 0.24 % Financial indicators: Return on sales (Note 2) 10.6% 11.9% Equity ratio 71.5 73.6 79.5 75.8 77.0 77.0 Return on total assets (Note 3) 4.4 4.1 (3.6) (5.9) (3.7) (3.4) Return on equity (Note 4) 6.1 5.6 (4.7) (7.6) (4.8) (4.4) 22.5 31.4 — — — — Payout ratio (Consolidated basis) 3.0% (10.3)% (5.5)% (5.5)% Times Debt-to-equity ratio (Note 5) 0.01 0.01 0.03 0.10 0.08 0.07 Number of employees at fiscal year-end 2,426 2,506 2,471 2,190 2,138 2,104 Number of shares outstanding at fiscal year-end (Note 6) 68,445,189 67,627,400 66,825,656 66,821,843 66,818,844 61,968,861 Notes: 1. U.S. dollar amounts are converted from Japanese yen for convenience only at the rate of ¥82.19 = US$1.00. 2. Return on sales = Operating income (loss)/Net sales X 100 3. Return on total assets = Net income (loss)/Average total assets X 100 4. Return on equity = Net income (loss)/Average net assets X 100 5. Debt-to-equity ratio = Interest-bearing debt/Equity 6. Number of shares outstanding at fiscal year-end does not include treasury stock. 14 KOMORI CORPORATION $(0.98) 22.58 Financial Review REVENUES AND EARNINGS In fiscal 2012, consolidated net sales increased 0.1% compared with the previous fiscal year to ¥72,298 million (US$879.6 million). Overseas sales declined 5.1% year on year to ¥46,610 million (US$567.1 million). This represented 64.5% of total net sales, a decrease of 3.5 percentage points. The cost of sales decreased 1.3% year on year to ¥54,166 million (US$659.0 million). Cost of sales ratio represented 74.9% of total net sales, a decrease of 1.1 percentage points, which can be attributed to Komori’s efforts of cost cutting. Selling, general and administrative (SG&A) expenses increased to ¥22,040 million (US$268.1 million), up 3.2% compared with the previous fiscal year. This was primarily attributable to increasing research and development expenses. The ratio of SG&A expenses to net sales climbed 0.9 of a percentage point to 30.5%. As a result, Komori posted an operating loss totaling ¥3,954 million (US$48.1 million), compared with operating loss totaling ¥3,977 million in the previous fiscal year. The balance of other income and expenses totaled net other expenses of ¥1,303 million (US$15.9 million), a slight improvement from net other expenses of ¥1,383 million in the previous fiscal year. Foreign exchange losses, which had amounted to ¥1,020 million in the previous DIVIDENDS While considering the level of retained earnings required to prudently secure a robust operating platform and ensure future business growth from a long-term perspective, Komori positions the continuous and stable return of profits to its shareholders as a key management priority. Guided by this underlying policy, Komori strives to ensure a dividend payout ratio of 30% on a consolidated net income basis. In addition, the Company maintains a basic policy of paying both an interim and a fiscal year-end dividend. The interim dividend is determined by the Board of Directors, the fiscal year-end dividend at Komori’s Annual General Meeting of Shareholders. Despite the harsh consequences in terms of its performance over the fiscal year under review, Komori continued to prioritize the payment of a stable dividend stream and declared a full-year dividend of ¥20 (US$0.24) per share unchanged from the previous fiscal year, made up of equal interim and fiscal year-end dividends of ¥10 per share. (Billions of yen) 160 154.8 11 12 25.7 46.6 10 23.1 49.1 08 72.3 09 40 0 72.2 68.7 21.6 80 31.1 111.4 120 47.1 In the fiscal year ended March 31, 2012, the debt crisis in Greece triggered worldwide financial turmoil, which spread a sense of growing uncertainty throughout the global economy. The printing industry—the key market of the Komori Group—also saw a decrease in shipment value reflecting the global economic slowdown and declining print demand due to the popularization of the internet in developed countries. Domestic Sales and Overseas Sales 80.3 BUSINESS ENVIRONMENT fiscal year, decreased to ¥587 million (US$7.1 million) in the fiscal year under review. In addition, the Company posted an impairment loss totaling ¥1,004 million (US$12.2 million) on fixed assets such as production subsidiaries of Komori Machinery Co., Ltd. As a result of the above, Komori reported a loss before income taxes totaling ¥5,257 million (US$64.0 million) in the fiscal year under review, roughly comparable to the loss before income taxes totaling ¥5,360 million in the previous fiscal year. The Company posted a net loss for the fiscal year under review of ¥5,293 million (US$64.4 million), an improvement from fiscal 2011 when the reversal of deferred tax assets in a subsidiary contributed to a net loss of ¥6,216 million. Net loss per share amounted to ¥80.69 (US$0.98), a modest improvement from net loss per share of ¥93.03 in fiscal 2011. 42.1 The Komori Group consists of Komori Corporation and 16 subsidiaries. As of March 31, 2012, consolidated financial statements included the accounts of the parent company and 14 majority-owned subsidiaries. 112.8 scope of consolidation Domestic sales Overseas sales Ratio of Operating Income (Loss) to Net Sales, and Ratio of Net Income (Loss) to Net Sales (%) 15 10 11.9 5.6 3.0 5 0 (5.5) (5.5) (7.3) (5) (6.4) (10) (10.3) (15) (20) (8.6) (15.3) 08 09 10 11 12 Ratio of operating income (loss) to net sales Ratio of net income (loss) to net sales FINANCIAL POSITION Total assets as of March 31, 2012, stood at ¥149,277 million (US$1,816.2 million), a decrease of ¥11,909 million compared with the previous fiscal year-end. Annual Report 2012 15 Financial Review Return on Equity and Return on Total Assets (%) 8 6 5.6 4.1 4 2 0 (2) (3.6) (3.7) (4) (3.4) (4.4) (4.8) (4.7) (5.9) (6) (7.6) (8) 08 09 10 11 12 Return on equity Return on total assets Total Net Assets and Equity Ratio (Billions of yen) (%) 200 85 155.9 143.8 150 79.5 132.2 80 124.2 115.0 77.0 75.8 100 77.0 75 73.6 70 50 0 08 09 Total net assets Equity ratio 10 11 12 65 Total current assets totaled ¥97,033 million (US$1,180.6 million), down ¥6,954 million year on year, while total noncurrent assets amounted to ¥52,244 million (US$635.7 million), a drop of ¥4,955 million. Key factors contributing to the decline in total assets included a ¥4,360 million fall in cash and deposits, a ¥2,688 million decrease in inventories, a ¥3,222 million drop in total property, plant and equipment, and a ¥1,796 million decline in insurance funds. The key contributor to the increase in total assets was a ¥1,812 million rise in notes and accounts receivable—trade. Total liabilities stood at ¥34,265 million (US$416.9 million), down ¥2,742 million compared with the end of the previous fiscal year. Total current liabilities climbed ¥4,932 million to ¥31,626 million (US$384.8 million). Total noncurrent liabilities decreased ¥7,674 million to ¥2,639 million (US$32.1 million). Major factors contributing to the reduction in total liabilities included a ¥762 million decline in notes and accounts payable—trade and a ¥1,997 million drop in short- and long-term loans payable. As of the end of the fiscal year under review, total net assets amounted to ¥115,012 million (US$1,399.3 million), down ¥9,167 million year on year. Major factors leading to the drop in total net assets were a ¥6,630 million decrease in retained earnings, attributable to the posting of net loss and the payment of cash dividends, and a ¥2,499 million decline due to the acquisition of treasury stock. Taking these factors into account, the equity ratio stood at 77.0%, exactly the same as the previous fiscal year-end. Net assets per share decreased slightly to ¥1,855.97 (US$22.58) from ¥1,858.43 at March 31, 2011. RESEARCH AND DEVELOPMENT EXPENSES The Komori Group’s R&D activities are primarily conducted by the Company’s Technology Group. Efforts are prioritized in accordance with business strategies as well as the degree of importance and urgency of each project. The principal R&D activities conducted during the fiscal year under review are set 16 KOMORI CORPORATION out below. Komori developed and unveiled the LITHRONE G40P and the ENTHRONE 29P. Based on the LITHRONE G40 (40-inch sheet-fed offset press) and ENTHRONE 29 (29-inch sheet-fed offset press), Komori equipped the newly released models with perfecting mechanisms. Komori also released the LITHRONE A37, a 37-inch sheet-fed offset press with specifications perfectly suited for the target A1 format market. The LITHRONE G40P utilizes state-ofthe-art technologies including Komori’s newly developed asynchronous automatic plate changer (A-APC) that greatly reduces time requirements. OffsetOnDemand solutions provide a printing system incorporating the H-UV curing system and KHS-AI (an advanced integrated control system which further reduces print preparation time). Thanks to these features, the LITHRONE G40P can successfully handle short print runs and tight delivery schedules. The ENTHRONE 29P offers compact design for ease of installation, and provides high print quality with high efficiency features, such as substantially shortening makeready time by facilitating the changeover between light and heavy paper stocks. The LITHRONE A37 is a high performance press that inherits the basic performance of the LITHRONE Series machines. Komori developed this press to target markets in newly emerging nations, especially Asia. Regarding specialized presses for currency and security printings, Komori received an order from Bangko Sentral ng Pilipinas (the Central Bank of the Philippines) for a security printing press in February 2011. In response, Komori has developed and delivered the Currency RN332 III, a numbering press, subsequent to the intaglio printings and offset presses. The Currency RN332 III is a new, high quality numbering press with high printing capacity for currency and security printings, equipped with graphic inspection and number inspection mechanisms and incorporating Komori’s latest sheet-fed offset press technologies. Komori is continuously engaging in research and development, including digital printing, to commercialize new presses which are expected to generate future earnings. Total R&D expenses in the fiscal year under review amounted to ¥4,830 million (US$58.8 million), an increase of 11.8% year on year. This was equivalent to 6.7% of total net sales. CAPITAL EXPENDITURE, DEPRECIATION AND AMORTIZATION Total capital expenditure for fiscal 2012 was ¥849 million (US$10.3 million), a decrease of ¥422 million compared with the previous fiscal year. Komori has invested in its production facilities to correspond to the release of newly developed products as well as to streamline its production systems through system renewal and integration. Depreciation and amortization fell ¥234 million to ¥2,849 million (US$34.7 million). Looking ahead, Komori plans to engage in capital expenditure totaling ¥768 million in fiscal 2013. CASH FLOWS Net cash used in operating activities in the fiscal year ended March 31, 2012 amounted to ¥793 million (US$9.6 million), a decrease of ¥5,307 million compared with net cash provided by operating activities of ¥4,514 million in the previous fiscal year. Principal cash outflows included a loss before income taxes of ¥5,257 million (US$64.0 million) and a ¥1,814 million (US$22.1 million) increase in notes and accounts receivable—trade. Major cash inflows were ¥2,849 million (US$34.7 million) of depreciation and amortization, a ¥2,232 million (US$27.2 million) decrease in inventories and an impairment loss of ¥1,004 million (US$12.2 million). Net cash provided by investing activities totaled ¥4,623 million (US$56.2 million), an increase of ¥15,883 million from ¥11,260 million used in investing activities in the previous fiscal year. Principal cash inflows included a ¥2,934 million net decrease in time deposits maturing over three months and a ¥2,098 million (US$25.5 million) net decrease in insurance funds. Net cash used in financing activities totaled ¥5,462 million (US$66.5 million), a ¥1,835 million decrease from ¥3,627 million used in financing activities in the previous fiscal year. The principal components of the decrease were a net increase in treasury stock totaling ¥2,499 million (US$30.4 million), cash dividends paid amounting to ¥1,336 million (US$16.3 million) and a ¥1,305 million (US$15.9 million) repayment of long-term loans payable. As a result of the aforementioned activities, cash and cash equivalents at the end of the fiscal year stood at ¥39,264 million (US$477.7 million), a decrease of ¥1,849 million compared with March 31, 2011. Capital Expenditure, Depreciation and Amortization (Billions of yen) 8 6.3 6 5.3 4 BUSINESS AND OTHER RISKS 1. The Komori Group’s ratio of overseas sales to total sales is nearly 65% and, accordingly, is subject to movements in foreign exchange currency rates. While our principal markets are Europe, the Americas and Asia, we do not rely on any particular region for our business. In addition, the Company works to reduce risk through the application of foreign exchange forward contracts. Komori does however recognize that significant and volatile movements in foreign currency exchange rates may adversely affect its business performance. 2. The Komori Group is a specialized manufacturer of printing presses, primarily engaged in the manufacture, sale and repair of offset presses. Historically, demand for printing presses is impacted by economic conditions and trends. In other words, capital investment is significantly subdued in periods of economic downturn. Accordingly, in the event of a major economic recession in the Company’s principal markets of Japan, Europe, the Americas and Asia, Komori’s performance may be significantly affected. 3. In the printing press market, additional services such as providing finance are integral to securing competitive advantage. To this end, the Company on occasion provides a debt guarantee to lease companies and banks for customers who have purchased its products. While the Company maintains a reserve for possible loss on guarantees based on historic data and an individual assessment of each transaction, Komori’s performance and financial condition may be impacted by customer bankruptcy due to factors such as an economic recession. 2.8 2.9 3.1 2.9 2.8 2.0 2 1.3 0.8 0 08 09 10 11 12 Capital expenditure Depreciation and amortization Cash Flows (Billions of yen) 30 21.0 20 15.8 7.2 10 4.5 4.6 (0.8) 0 (0.7) (2.0) (2.6) (2.7) (4.8) (5.2) (10) (3.6) (5.5) (11.3) (20) (30) 08 09 10 11 12 Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Annual Report 2012 17 Consolidated Balance Sheets Komori Corporation and Consolidated Subsidiaries Millions of yen Thousands of U.S. dollars (Note 1) 2011 2012 2012 ¥ 49,764 ¥ 45,404 $ 552,431 18,331 20,143 245,084 2,840 2,317 28,188 15,005 13,338 162,278 Work in process 8,763 7,394 89,959 Raw materials and supplies March 31, 2011 and 2012 ASSETS Current Assets: Cash and deposits (Note 3) Notes and accounts receivable—trade (Notes 3 and 14) Short-term investment securities (Notes 3 and 4) Merchandise and finished goods 5,920 6,268 76,264 Current portion of insurance funds 804 374 4,553 Deferred tax assets (Note 11) 100 79 956 2,749 (289) 2,022 (306) 24,603 (3,727) 103,987 97,033 1,180,589 Buildings and structures 29,817 29,297 356,459 Machinery, equipment and vehicles Other 23,311 8,189 22,742 7,334 276,706 89,233 Accumulated depreciation 61,317 (41,878) 59,373 (42,684) 722,398 (519,335) Land Construction in progress 19,439 17,693 187 16,689 17,221 187 203,063 209,529 2,279 Total property, plant and equipment 37,319 34,097 414,871 2,203 2,065 25,121 Other Allowance for doubtful accounts Total current assets Noncurrent Assets: Property, plant and equipment: Intangible assets Investments and other assets: Investment securities (Notes 3, 4 and 6) 6,650 6,502 79,108 Long-term time deposits 470 570 6,935 Deferred tax assets (Note 11) 111 59 724 Insurance funds 9,144 7,778 94,635 Other Allowance for doubtful accounts 1,650 (348) 1,478 (306) 17,982 (3,720) Total investments and other assets 17,677 16,082 195,664 Total noncurrent assets 57,199 52,244 635,656 ¥161,186 ¥149,277 $1,816,245 Total assets The accompanying notes are an integral part of these consolidated financial statements. 18 KOMORI CORPORATION Millions of yen Thousands of U.S. dollars (Note 1) 2011 2012 2012 ¥ 14,545 ¥ 13,783 $ 167,703 1,846 7,065 85,957 Income taxes payable (Note 11) 180 140 1,709 Provision for bonuses 634 641 7,799 Provision for product warranties 839 855 10,400 Provision for loss on guarantees LIABILITIES AND NET ASSETS Current Liabilities: Notes and accounts payable—trade (Notes 3 and 14) Short-term loans payable (Notes 3 and 7) 1,210 1,041 12,664 Provision for point card certificates — 18 223 Provision for loss on retirement of building 55 20 243 Provision for loss on disaster 65 — — 129 7,191 175 7,888 2,128 95,970 26,694 31,626 384,796 Long-term loans payable (Notes 3 and 7) 7,936 720 8,757 Deferred tax liabilities (Note 11) 10,294 Deferred installment income Other Total current liabilities Noncurrent Liabilities: 1,059 846 Provision for directors' retirement benefits 4 5 59 Provision for retirement benefits (Note 12) 663 643 7,820 Provision for point card certificates Provision for environmental measures Other 49 6 67 10 592 10 409 123 4,983 Total noncurrent liabilities 10,313 2,639 32,103 Total liabilities 37,007 34,265 416,899 Issued: 68,292,340 shares at March 31, 2011 and 2012 37,715 37,715 458,873 Capital surplus 37,797 37,797 459,878 Retained earnings 51,727 45,097 548,695 (2,451) 124,788 (4,950) 115,659 (60,225) 1,407,221 879 (1,488) 840 (1,487) 10,221 (18,096) Contingent Liabilities (Note 13) Net Assets: Shareholders’ Equity: Capital stock: Authorized: 295,500,000 shares at March 31, 2011 and 2012 Treasury stock, at cost 1,473,496 and 6,323,479 shares at March 31, 2011 and 2012 Total shareholders’ equity Other comprehensive income: Valuation difference on available-for-sale securities (Note 4) Foreign currency translation adjustment Total other comprehensive income Total net assets Total liabilities and net assets (609) (647) (7,875) 124,179 115,012 1,399,346 ¥161,186 ¥149,277 $1,816,245 The accompanying notes are an integral part of these consolidated financial statements. Annual Report 2012 19 Consolidated Statements of Income Komori Corporation and Consolidated Subsidiaries Millions of yen For the years ended March 31, 2011 and 2012 Net Sales (Note 19) Cost of Sales Reversal of Unrealized Income on Installment Sales Provision of Unrealized Income on Installment Sales Gross profit Selling, General and Administrative Expenses (Notes 8, 9 and 12) Operating income (loss) (Note 19) Other Income (Expenses): Interest income Dividends income Interest expenses Foreign exchange gains (losses) Compensation for damage Gain on sales of noncurrent assets Loss on sales of noncurrent assets Loss on retirement of noncurrent assets Loss on valuation of investment securities (Note 4) Impairment loss (Note 10) Provisions for loss on retirement of building Provisions for loss on disaster Business structure improvement expenses Loss on disaster Insurance return Other Total other income (expenses) Income (loss) before income taxes Income Taxes (Note 11): Income taxes—current Income taxes—deferred Total income taxes Income (Loss) before Minority Interests Net income (loss) 2011 2012 2012 ¥72,234 54,890 17,344 43 — 17,387 ¥72,298 54,166 18,132 41 87 18,086 $879,641 659,037 220,604 499 1,062 220,041 21,364 (3,977) 22,040 (3,954) 268,147 (48,106) 65 155 (296) (1,020) (106) 5 (0) (23) (51) (204) (55) (65) — (114) 104 222 (1,383) (5,360) 147 162 (292) (587) (34) 116 (0) (9) (1) (1,004) (20) — (30) (30) 59 220 (1,303) (5,257) 1,793 1,969 (3,558) (7,144) (408) 1,412 (5) (114) (13) (12,216) (243) — (368) (359) 723 2,673 (15,858) (63,964) 102 754 856 (6,216) ¥ (6,216) 84 (48) 36 (5,293) ¥ (5,293) 1,014 (580) 434 (64,398) $ (64,398) Yen Per Share (Note 18): Net income (loss)—primary Cash dividends Thousands of U.S. dollars (Note 1) ¥ (93.03) 20.00 ¥ (80.69) 20.00 U.S. dollars (Note 1) $ (0.98) 0.24 The accompanying notes are an integral part of these consolidated financial statements. Consolidated Statements of Comprehensive Income Komori Corporation and Consolidated Subsidiaries Millions of yen For the years ended March 31, 2011 and 2012 Income (loss) before minority interests Other comprehensive income Valuation difference on available-for-sale securities Foreign currency translation adjustment Total other comprehensive income Comprehensive income Comprehensive income attributable to: Comprehensive income attributable to owners of the parent The accompanying notes are an integral part of these consolidated financial statements. 20 KOMORI CORPORATION Thousands of U.S. dollars (Note 1) 2011 2012 2012 ¥(6,216) ¥(5,293) $(64,398) (345) (166) (511) ¥(6,727) (39) 1 (38) ¥(5,331) (472) 5 (467) $(64,865) (6,727) (5,331) (64,865) Consolidated Statements of Changes in Net Assets Komori Corporation and Consolidated Subsidiaries Millions of yen Shareholders’ equity Other comprehensive income For the year ended March 31, 2011 Number of shares issued (After deducting treasury stock) Balance at April 1, 2010 66,821,843 ¥37,715 ¥37,797 ¥59,279 Dividends from retained earnings (Note 18 (3)) — — — (1,336) — (1,336) — — — (1,336) Net income (loss) — — — (6,216) — (6,216) — — — (6,216) (3,090) — — — (3) — — — (3) 0 — — 0 — Purchase of treasury stock Disposal of treasury stock Capital stock Capital surplus Total shareholders’ equity Valuation difference on available-forsale securities ¥(2,448) ¥132,343 ¥1,224 Retained earnings 91 — — — — — — Treasury stock (3) (0) 0 — Foreign currency translation adjustment Total other comprehensive income Total net assets ¥(1,322) ¥ (98) ¥132,245 Net changes of items other than shareholders’ equity Balance at March 31, 2011 66,818,844 ¥37,715 ¥37,797 ¥51,727 ¥(2,451) ¥124,788 ¥879 ¥(1,488) ¥(609) ¥124,179 Balance at April 1, 2011 66,818,844 ¥37,715 ¥37,797 ¥51,727 ¥(2,451) ¥124,788 ¥879 ¥(1,488) ¥(609) ¥124,179 Dividends from retained earnings (Note 18 (3)) — — — (1,337) — (1,337) — — — (1,337) Net income (loss) — — — (5,293) — (5,293) — — — (5,293) Purchase of treasury stock (4,849,983) — — — (2,499) (2,499) — — — (2,499) — — — (39) 1 (38) Total changes of items during the period (4,849,983) — — (6,630) (2,499) (9,129) (39) 1 (38) (9,167) Balance at March 31, 2012 61,968,861 ¥37,715 ¥37,797 ¥45,097 — (345) (166) (511) (511) For the year ended March 31, 2012 Net changes of items other than shareholders’ equity — — — ¥(4,950) ¥115,659 ¥ 840 (38) ¥(1,487) ¥ (647) ¥115,012 Note: “Number of shares issued” represents shares issued less treasury stock shares. Thousands of U.S. dollars (Note 1) Shareholders’ equity Capital stock For the year ended March 31, 2012 Capital surplus Retained earnings Treasury stock Total shareholders’ equity Other comprehensive income Valuation difference on available-forsale securities Foreign currency translation adjustment Total other comprehensive income Total net assets Balance at April 1, 2011 $458,873 $459,878 $629,353 $(29,825) $1,518,279 $10,693 Dividends from retained earnings (Note 18 (3)) — — (16,260) — (16,260) — — — (16,260) Net income (loss) — — (64,398) — (64,398) — — — (64,398) Purchase of treasury stock — — — (30,400) (30,400) — — — (30,400) Net changes of items other than shareholders’ equity — — — — (472) 5 (467) Total changes of items during the period — — (80,658) (30,400) (111,058) (472) 5 (467) (111,525) Balance at March 31, 2012 $458,873 $459,878 $548,695 $(60,225) $1,407,221 $10,221 — $(18,101) $(7,408) $1,510,871 (467) $(18,096) $ (7,875) $1,399,346 The accompanying notes are an integral part of these consolidated financial statements. Annual Report 2012 21 Consolidated Statements of Cash Flows Komori Corporation and Consolidated Subsidiaries 2011 For the years ended March 31, 2011 and 2012 Net Cash Provided by (Used in) Operating Activities: Income (loss) before income taxes Depreciation and amortization Impairment loss Increase (decrease) in allowance for doubtful accounts Increase (decrease) in provision for bonuses Increase (decrease) in provision for retirement benefits Increase (decrease) in provision for business structure improvement Interest and dividends income Interest expenses Foreign exchange losses (gains) Loss (gain) on valuation of investment securities Insurance return Decrease (increase) in notes and accounts receivable—trade Decrease (increase) in inventories Increase (decrease) in notes and accounts payable—trade Increase (decrease) in accrued consumption taxes Other, net Subtotal Interest and dividends income received Interest expenses paid Income taxes (paid) refund Net cash provided by (used in) operating activities Net Cash Provided by (Used in) Investing Activities: Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property, plant and equipment and intangible assets Proceeds from sales of property, plant and equipment and intangible assets Collection of loans receivable Purchase of insurance funds Proceeds from maturity of insurance funds Other payments Other proceeds Net cash provided by (used in) investing activities Net Cash Provided by (Used in) Financing Activities: Net increase (decrease) in short-term loans payable Repayments of long-term loans payable Repayments of lease obligations Net decrease (increase) in treasury stock Cash dividends paid Net cash provided by (used in) financing activities Effect of exchange rate change on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period (Note 15) Cash and cash equivalents at end of period (Note 15) The accompanying notes are an integral part of these consolidated financial statements. 22 KOMORI CORPORATION ¥(5,360) 3,083 204 (227) (17) 31 (25) (220) 296 1,143 51 (104) (242) 3,656 1,611 362 37 4,279 218 (311) 328 4,514 Millions of yen Thousands of U.S. dollars (Note 1) 2012 2012 ¥(5,257) $(63,964) 2,849 34,663 1,004 12,216 (12) (146) 7 88 (7) (83) — — (309) (3,761) 292 3,558 268 3,261 1 13 (59) (723) (1,814) (22,075) 2,232 27,153 (581) (7,069) (44) (530) 631 7,681 (799) (9,718) 300 3,655 (292) (3,560) (2) (22) (793) (9,645) (12,323) 4,513 (4,034) 30 118 (1,235) 1,587 (28) 112 (11,260) (8,852) 11,786 (769) 364 0 (701) 2,799 (154) 150 4,623 (1,963) (193) (132) (3) (1,336) (3,627) (585) (10,958) 52,071 ¥41,113 (269) (1,305) (53) (2,499) (1,336) (5,462) (217) (1,849) 41,113 ¥39,264 (107,702) 143,399 (9,354) 4,431 1 (8,534) 34,050 (1,871) 1,826 56,246 (3,273) (15,882) (640) (30,400) (16,259) (66,454) (2,635) (22,488) 500,213 $477,725 Notes to Consolidated Financial Statements Komori Corporation and Consolidated Subsidiaries 1 BASIS OF PRESENTING THE CONSOLIDATED FINANCIAL STATEMENTS (1) Accounting Principles The accompanying consolidated financial statements of Komori Corporation (the “Company”) and its subsidiaries are prepared on the basis of accounting principles generally accepted in Japan, which are different in certain respects from the application and disclosure requirements of International Financial Reporting Standards, and are compiled from the consolidated financial statements prepared by the Company as required by the Financial Instruments and Exchange Law of Japan. Certain items presented in the consolidated financial statements submitted to the Director of Kanto Finance Bureau in Japan have been reclassified for the convenience of readers outside Japan. The account reclassification, however, has no effect on shareholders’ equity, net sales or net income. The figures shown in the consolidated financial statements have been rounded to the nearest million yen. Amounts in U.S. dollars are included solely for the convenience of readers outside Japan. The rate of ¥82.19 = US$1.00, which was the rate of exchange as of March 31, 2012, has been used for the translation. The inclusion of such amounts is not intended to imply that Japanese yen have been or could be readily converted, realized or settled in U.S. dollars at that rate or any other rates. (2) Accounting Changes was listed in “Other, net” under “Net Cash Provided by (Used in) Operating Activities” in the previous fiscal year, was changed to ¥204 million of “Impairment loss” and ¥37 million of “Other, net.” “Purchase of insurance funds” which was included in “Other payments” under “Net Cash Provided by (Used in) Investing Activities” in the previous fiscal year, became more significant in terms of monetary value, and is presented separately for the current fiscal year. The consolidated statements of cash flows for previous fiscal year has been adjusted to reflect this change in presentation. As a result, a negative ¥1,263 million, which was listed in “Other payments” under “Net Cash Provided by (Used in) Investing Activities” in the previous fiscal year, was changed to a negative ¥1,235 million of “Purchase of insurance funds” and a negative ¥28 million of “Other payments.” “Proceeds from maturity of insurance funds” which was included in “Other proceeds” under “Net Cash Provided by (Used in) Investing Activities” in the previous fiscal year, became more significant in terms of monetary value, and is presented separately for the current fiscal year. The consolidated statements of cash flows for previous fiscal year has been adjusted to reflect this change in presentation. As a result, ¥1,699 million, which was listed in “Other proceeds” under “Net Cash Provided by (Used in) Investing Activities” in the previous fiscal year, was changed to ¥1,587 million of “Proceeds from maturity of insurance funds” and ¥112 million of “Other proceeds.” There is no change in accounting method. (4) Additional Information (3) Changes in Disclosure Methods (Consolidated Statements of Cash Flows) “Impairment loss” which was included in “Other, net” under “Net Cash Provided by (Used in) Operating Activities” in the previous fiscal year, became more significant in terms of monetary value, and is presented separately for the current fiscal year. The consolidated statements of cash flows for previous fiscal year has been adjusted to reflect this change in presentation. As a result, ¥241 million, which 2 (Accounting Standard and Implementation Guidance on Correction of Accounting Changes and Error Corrections) Effective from the fiscal year ended March 31, 2012, the Company has adopted the “Accounting Standard for Accounting Changes and Error Corrections” (ASBJ Statement No. 24, issued on December 4, 2009) and the “Guidance on Accounting Standard for Accounting Changes and Error Corrections” (ASBJ Guidance No. 24, issued on December 4, 2009). SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (1) Scope of Consolidation The Company has 16 majority-owned subsidiaries as of March 31, 2012 (17 as of March 31, 2011). (a) Consolidated subsidiaries The consolidated financial statements include the accounts of the Company and 14 (15 in 2011) of its majority-owned subsidiaries (together, hereinafter referred to as the “Companies”). The major subsidiaries that are consolidated with the Company as of March 31, 2012 are listed below: Country of incorporation Komori Machinery Co., Ltd. Komori Electronics Co., Ltd. Komori Engineering Co., Ltd. Komori America Corporation Komori International (Europe) B.V. Komori U.K. Limited Komori France S.A.S. Komori Italia S.r.l. Komori International Netherlands B.V. Komori-Chambon S.A.S. Komori Leasing Incorporated Komori Hong Kong Limited Komori Taiwan Limited Komori Printing Machine (Shenzhen) Co., Ltd. Direct and indirect ownership percentage Paid-in capital (millions) (Japan) 100.0% ¥1,600 (Japan) 100.0 ¥50 (Japan) 100.0 ¥20 100.0 (U.S.A.) $22.2 (Netherlands) 100.0 EUR 1.5 (U.K.) 100.0 £6.2 (France) 100.0 EUR 1.8 (Italy) 100.0 EUR 0.5 (Netherlands) 100.0 EUR 1.0 (France) 100.0 EUR 8.0 100.0 (U.S.A.) $1.0 (Hong Kong) 100.0 HK$ 18.1 (Taiwan) 100.0 TW$ 45.9 (China) 100.0 CNY 16.1 Annual Report 2012 23 Notes to Consolidated Financial Statements Due to liquidation, Komori Australia Pty. Ltd. was excluded from the scope of consolidation. (b) Unconsolidated subsidiaries The unconsolidated subsidiaries, Komori Realty Co., Ltd. and Komori Asia Technical Service Center Sdn. Bhd., are small-scale companies and were excluded from the scope of consolidation as their total assets, net sales, net income and retained earnings (corresponding to equity share) were immaterial in relation to the consolidated financial statements. The two unconsolidated subsidiaries are considered insignificant in the context of the consolidated financial statements in terms of their impact upon net income, retained earnings (corresponding to equity share) and other qualitative factors. The Company accounts for these subsidiaries as investments at historical cost. (2) Fiscal Year-End of Consolidated Subsidiaries Komori Printing Machine (Shenzhen) Co., Ltd., a consolidated subsidiary, prepares its accounts to December 31. For the purpose of preparing consolidated financial statements, statements are based upon a provisional settlement of accounts conducted at the consolidated year-end. The closing dates for earnings of all other consolidated subsidiaries align with that of the Company. (3) Elimination and Combination for Consolidation For the purposes of preparing the consolidated financial statements, all significant intercompany transactions, account balances and unrealized profits among the Companies have been eliminated. (4) Inventories Merchandise, finished goods and work in process are stated at the lower of cost and net realizable value determined by using the specific identification method. Raw materials and supplies are stated at the lower of cost and net realizable value determined by using the first-in, first-out method. Inventories are, in principle, carried at cost on the balance sheets. However, in the case that the net selling value falls below cost at the end of the period, inventories are stated at the net realizable value on the balance sheets. (5) Financial Instruments (a) Securities Securities held by the Company and its subsidiaries are classified into two categories: Securities for which market quotations are available: Stated at fair value, determined by the market price valuation method on the closing date of the period under review (the difference between the carrying amount and the market value is included in net assets, while the cost of securities sold is computed using the moving-average method). Net unrealized gains or losses on these securities are reported as a separate component of net assets at a net-of-tax amount. Securities for which market quotations are unavailable: Stated at cost, determined by the moving-average method. Investments in certain unconsolidated subsidiaries are stated at cost. For further details, see “(1)(b) Unconsolidated subsidiaries,” above. 24 KOMORI CORPORATION In cases where the fair value of equity securities issued by unconsolidated subsidiaries or available-for-sale securities has declined significantly and such impairment of the value is not deemed temporary, those securities are written down to the fair value and the resulting losses are recognized in the statements of income for the period. (b) Derivatives All derivatives are stated at fair value, with changes in fair value included in net profit or loss for the period in which they arise, except for derivatives that are designated as “hedging instruments.” There are no hedging instruments among the derivatives held by the Company and its subsidiaries. (6) M ethods for Depreciating and Amortizing Depreciable Assets (a) Property, plant and equipment (excluding lease assets) This is primarily accounted for using the declining balance method. Identical standards to regulations in the Corporate Income Tax Law are utilized to determine expected lifetime and salvage value. However, the straight-line method is used for buildings (except for attached facilities) obtained by the Company and Komori Machinery Co., Ltd. on and after April 1, 1998. (b) Intangible assets (excluding lease assets) Goodwill Komori Taiwan Limited: Straight-line method over 10 years Software Straight-line method for an estimated in-house usable period of 5 years Other Straight-line method (c) Lease assets Lease assets under finance leases other than those that are deemed to transfer ownership of the leased assets to lessees. Depreciation is based on the straight-line method over the lease term of the leased assets with no residual value. (7) Foreign Currency Translation and Transactions All monetary assets and liabilities denominated in foreign currencies are translated into Japanese yen at the exchange rates prevailing at the balance sheet date. Resulting gains and losses are included in net profit or loss for the period. All assets and liabilities of overseas subsidiaries and affiliates are translated at the foreign exchange rates prevailing at the respective balance sheet dates, and all income and expense accounts are translated at the average foreign exchange rates for the respective periods. Foreign currency financial statement translation differences are included in the consolidated balance sheets under “Foreign currency translation adjustment” in net assets. (8) Taxes Accrued income taxes are stated at the estimated amount payable for Corporation, Enterprise, and Inhabitant taxes. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. (9) Accounting for Allowances and Provisions (a) Allowance for doubtful accounts An allowance for doubtful accounts receivable is provided by setting a percentage based on the Company’s average historical experience of bad debt loss against the balance of total receivables. In addition, the full amount deemed necessary to cover uncollectible receivables is provided when appropriate. (b) Provision for bonuses In order to provide for the payment of bonuses to employees, the Company and its domestic consolidated subsidiaries record amounts related to the current fiscal year as a part of the estimated year end payable amount. (c) Provision for product warranties In order to provide for charge-free repair costs under warranty contract, a provision for product warranties is created based on an amount estimated by applying a ratio of the amount of charge-free repair costs actually incurred under the product warranties against total net sales. In addition, an amount to cover individual charge-free repair costs is provided for when appropriate. (d) Provision for loss on guarantees A provision for loss on guarantees is maintained by the Company and a portion of its overseas consolidated subsidiaries to cover guarantees provided to lease companies and affiliated banks by the Company and the aforementioned subsidiaries for loans to customers who purchase the Company’s products. The amount of the provision is determined by applying the ratio of the actual loss on guarantees against the amount of total guarantees plus the amount deemed necessary to cover potential losses of individual loans. (e) Provision for loss on retirement of building A provision is recorded based on estimated expenses related to property and other asset retirement, and site restoration. (f) Provision for directors’ retirement benefits A specified amount determined by internal regulations is recorded to prepare for the payment of retirement benefits to directors of a number of the Company’s domestic consolidated subsidiaries. (g) Provision for retirement benefits The provision to provide for the payment of employee retirement benefits is determined primarily at the net amount of the estimated present value of projected benefit obligations and the estimated fair value of pension plan assets at the end of the current period. Unrecognized actuarial differences are amortized on a straight-line basis over the period of 15 years from the year following that in which they arise. (h) Provision for point card certificates Accrued sales promotion expenses are recorded in an amount determined based on the estimated amount payable in connection with the use by customers of a loyalty point system established as part of a campaign initiative designed to promote sales. (i) Provision for environmental measures A provision for environmental measures is maintained by the Company in an amount determined based on an estimate of the amount required to cover the future removal and disposal of polychlorinated biphenyl held in storage. (10) Installment Sales The Company accounts for installment sales on the basis of the installment method prescribed by the Japanese tax laws. Under the method, gross profit from installment sales is recognized in proportion to the amount of installment payments which become due. The remaining portion of the gross profit, where the due date has not yet arrived, is deferred as “Deferred installment income.” (11) Appropriation of Retained Earnings Under the Japanese Corporate Code and the Articles of Incorporation of the Company, the plan for appropriation of retained earnings (including year-end cash dividend payments) proposed by the Board of Directors should be approved at the shareholders’ meeting, which must be held within 3 months of each financial year end. The appropriation of retained earnings reflected in the financial statements represents the results of such appropriations that are applicable to the immediately preceding financial year and approved at the shareholders’ meeting, and paid during that year. Year-end cash dividends are paid to shareholders on the shareholders’ register at the end of each financial year. The Japanese Corporate Code provides that interim cash dividends may be distributed upon approval of the Board of Directors. The Company has paid such interim cash dividends to shareholders on record as of September 30 each year. (12) Net Income and Dividends per Share Net income per share of common stock is based upon the weighted average number of shares of common stock outstanding during each year. Cash dividends per share shown for each year in the statements of income represent dividends declared as applicable to the respective period. (13) Consumption Tax Consumption tax is imposed at the flat rate of 5% on all domestic consumption of goods and services (with certain exemptions). The consumption tax withheld upon sale is not included in the amount of “net sales” in the accompanying statements of income, but is recorded as a liability. The balances of “consumption tax withheld” (a liability item) and “consumption tax paid” (an asset item), which are borne by the Company on the purchase of goods and services are not included in the amounts of costs and expenses in the statements of income, but offset and the net balance included in “other current assets” or “other current liabilities” in the consolidated balance sheets. (14) Cash and Cash Equivalents Cash and cash equivalents in the consolidated statements of cash flows include cash on hand, bank deposits able to be withdrawn on demand and short-term investment securities with an original maturity of 3 months or less, and which represent a minor risk of fluctuations in value. Annual Report 2012 25 Notes to Consolidated Financial Statements 3 FINANCIAL INSTRUMENTS (A) Summary of Financial Instruments’ Status (1) Action policy with regard to financial instruments With regard to the management of funds, it is the policy of the Companies to invest temporary surpluses in highly secure financial assets, while bank loans are used to procure funds. Derivatives are used to avoid the currency exchange risks associated with notes and accounts receivable. Speculative transactions are not conducted. (2) D etails of financial instruments, respective risks and risk management structure Operating receivables, such as notes and accounts receivable— trade, are subject to customer credit risks. Moreover, because the Company engages in business globally, operating receivables denominated in foreign currencies are subject to the risk of fluctuating foreign exchange rates. To manage credit risks, management offices at each Company division and those at its subsidiaries monitor maturity dates and balances due, while the Sales Administration Department is responsible for controlling uncollected receivables. With regard to the risk associated with foreign exchange rate fluctuations, as a general rule the Company uses foreign exchange forward contracts. Stocks that are investment securities are subject to the risk associated with market price fluctuations. However, these are primarily company stocks held for business activities and are not intended for speculative transactions. In addition, the Finance Department regularly confirms fair value and the Board of Directors makes resolutions with regard to important purchases and sales. Notes and accounts payable—trade that are included in operating liabilities have a repayment date within one year. Loans are mainly for the procurement of funds associated with the business activities of overseas subsidiaries. These are bank loans of limited amounts, the outstanding balances of which the Company regularly confirms. Derivative transactions generally involve market and credit risk. Market risk infers the potential to incur a loss due to currency exchange and interest rate fluctuations. No significant market risk is identified based on the nature of transactions entered into being limited to hedging activities, and the insignificant value of such transactions. Credit risk infers the possibility of loss due to nonperformance by counterparties. It has been determined that only major financial institutions entail negligible risk as counterparties. Foreign exchange forward contracts and currency option trading are used to avoid exchange rate fluctuation risk associated with assets and liabilities denominated in foreign currencies. As a general rule, it is the Company’s policy to use derivative transactions within the scope of the aforementioned objectives and to not conduct speculative transactions. Foreign exchange forward contracts are utilized in accordance with the Company’s policy, which includes limits of the number of contracts, which can be entered into. The foreign currency committee manages currency option trading. The execution and management of the transaction is performed by the Finance Department, and results of transactions are reported to the officer in charge. (3) S upplemental explanation of items with regard to fair value of financial instruments Contract amounts included in “(B) Items with Regard to Fair Value of Financial Instruments,” are not indicative of the market risks associated with the derivative transactions. (B) Items with Regard to Fair Value of Financial Instruments The carrying amounts and fair values of financial instruments, as well as the differences between these amounts are shown in the table below, with the exception of items for which it was not possible to ascertain fair value (refer to Note 2). Millions of yen 2011 (1) Cash and deposits (2) Notes and accounts receivable—trade (3) Short-term investment securities and investment securities (4) Notes and accounts payable—trade (5) Short-term loans payable (6) Long-term loans payable (7) Derivatives Carrying amount* Fair value* Difference ¥49,764 18,331 9,048 (14,545) (1,846) (7,936) (98) ¥49,764 18,331 9,048 (14,545) (1,846) (8,441) (98) ¥— — — — — (505) — Millions of yen 2012 (1) Cash and deposits (2) Notes and accounts receivable—trade (3) Short-term investment securities and investment securities (4) Notes and accounts payable—trade (5) Short-term loans payable (6) Long-term loans payable (7) Derivatives 26 KOMORI CORPORATION Carrying amount* Fair value* Difference ¥45,404 20,143 8,386 (13,783) (7,065) (720) (24) ¥45,404 20,143 8,386 (13,783) (7,065) (739) (24) ¥— — — — — (19) — Thousands of U.S. dollars 2012 Carrying amount* (1) Cash and deposits (2) Notes and accounts receivable—trade (3) Short-term investment securities and investment securities (4) Notes and accounts payable—trade (5) Short-term loans payable (6) Long-term loans payable (7) Derivatives $552,431 245,084 102,037 (167,703) (85,957) (8,757) (287) Fair value* Difference $552,431 245,084 102,037 (167,703) (85,957) (8,997) (287) $— — — — — (240) — *Liabilities are shown in parentheses. Note 1: The calculation method of financial instrument fair value together with securities and derivative transactions (1) Cash and deposits These are routinely settled in the short term at book value. As such, the book value is ordinarily equivalent to the fair value, and is used to approximate fair value. (2) Notes and accounts receivable—trade These are routinely settled in the short term at book value. As such, the book value is ordinarily equivalent to the fair value. While there are items which it will take more than one year to collect, unless there is a significant deterioration in the creditworthiness of the counterparty, book value is used to approximate fair value. (3) Short-term investment securities and investment securities Fair values for short-term investment securities and investment securities are determined by the stock exchange price. Please refer to “4 SHORT-TERM INVESTMENT SECURITIES AND INVESTMENT SECURITIES” regarding short-term investment securities and their respective objectives. (4) Notes and accounts payable—trade and (5) Short-term loans payable These are routinely settled in the short term at book value. As such, the book value is ordinarily equivalent to the fair value, and is used to approximate fair value. (6) Long-term loans payable Fair value for long-term loans payable is calculated by discounting the total amount of principal and interest to be paid, using the market rate obtainable were the Company to enter into a similar borrowing arrangement, with the same terms and conditions as at the balance sheet date. (7) Derivatives Please refer to “5 DERIVATIVE INFORMATION.” Note 2: Financial instruments for which it is not possible to ascertain fair value 2011 Unlisted equity securities Millions of yen Thousands of U.S. dollars 2012 2012 ¥442 ¥432 $5,256 No market price was available for these instruments, and it was not possible to estimate their future cash flows. Consequently, measuring fair value is difficult to measure and such instruments are not included in “(3) Short-term investment securities and investment securities.” Note 3: Expected maturity schedule following the date of the consolidated financial accounts of monetary assets and investment securities. Millions of yen 2011 Cash and deposits Notes and accounts receivable—trade Short-term investments Investment security with maturity Certificate of deposit Total Within 1 year Within 5 years over 1 year Within 10 years over 5 years Over 10 years ¥49,763 16,320 ¥— 1,845 ¥— 166 ¥— — 2,840 ¥68,923 — ¥1,845 — ¥166 — ¥— Millions of yen 2012 Cash and deposits Notes and accounts receivable—trade Short-term investments Investment security with maturity Certificate of deposit Total Within 1 year Within 5 years over 1 year Within 10 years over 5 years Over 10 years ¥45,404 18,944 ¥— 1,179 ¥— 20 ¥— — 2,317 ¥66,665 — ¥1,179 — ¥20 — ¥— Thousands of U.S. dollars 2012 Cash and deposits Notes and accounts receivable—trade Short-term investments Investment security with maturity Certificate of deposit Total Within 1 year Within 5 years over 1 year Within 10 years over 5 years Over 10 years $552,433 230,487 $— 14,351 $— 246 $— — 28,188 $811,108 — $14,351 — $246 — $— Note 4: Expected repayment following the date of the consolidated financial accounts settlement for long-term loans payable and other interest-bearing debt is shown in “ 7 SHORT-TERM LOANS PAYABLE, LONG-TERM LOANS PAYABLE AND LEASE OBLIGATIONS.” Annual Report 2012 27 Notes to Consolidated Financial Statements 4 SHORT-TERM INVESTMENT SECURITIES AND INVESTMENT SECURITIES (A) Securities for the Period Ended March 31, 2011 (1) Available-for-sale securities with market value Carrying amount, the acquisition cost, gross unrealized holding gains and gross unrealized holding losses for available-for-sale securities with market value by security type at March 31, 2011 are as follows: Carrying amount Market value exceeding acquisition cost: Equity securities Market value equal to or less than acquisition cost: Equity securities Total Millions of yen Gross unrealized losses Gross unrealized gains The acquisition cost ¥4,342 ¥2,258 ¥2,084 ¥— ¥1,866 ¥6,208 ¥2,497 ¥4,755 ¥— ¥2,084 ¥(631) ¥(631) In addition to the available-for-sale securities presented in the table above, the Company holds transferable deposits totaling ¥2,840 million. Because transferable deposits are settled within the short term and their market prices do not differ significantly from their book values, they are presented on a book-value basis. (2) Available-for-sale securities sold during the period Proceeds and gross realized gains and losses from the sale of available-for-sale securities during the year ended March 31, 2011 were as follows: Equity securities Others Total Proceeds amount Gross realized gains Millions of yen Gross realized losses ¥11 0 ¥11 ¥— — ¥— ¥6 0 ¥6 (3) Impairment of available-for-sale securities during the fiscal period Impairment losses on available-for-sale securities of ¥51 million was recorded for the year ended March 31, 2011. (B) Securities for the Period Ended March 31, 2012 (1) Available-for-sale securities with market value Carrying amount, the acquisition cost, gross unrealized holding gains and gross unrealized holding losses for available-for-sale securities with market value by security type at March 31, 2012 are as follows: Carrying amount Market value exceeding acquisition cost: Equity securities Market value equal to or less than acquisition cost: Equity securities Total ¥4,637 ¥2,681 ¥1,956 ¥— ¥1,433 ¥6,070 ¥2,096 ¥4,777 ¥— ¥1,956 ¥(663) ¥(663) Carrying amount Market value exceeding acquisition cost: Equity securities Market value equal to or less than acquisition cost: Equity securities Total Millions of yen Gross unrealized losses Gross unrealized gains The acquisition cost Thousands of U.S. dollars Gross Gross unrealized gains unrealized losses The acquisition cost $56,415 $32,616 $23,799 $17,434 $73,849 $25,502 $58,118 $ — $23,799 $— $(8,068) $(8,068) In addition to the available-for-sale securities presented in the table above, the Company holds transferable deposits totaling ¥2,317 million ($28,188 thousand). Because transferable deposits are settled within the short term and their market prices do not differ significantly from their book values, they are presented on a book-value basis. 28 KOMORI CORPORATION (2) Available-for-sale securities sold during the period Proceeds and gross realized gains and losses from the sale of available-for-sale securities during the year ended March 31, 2012 were as follows: Equity securities Total Proceeds amount Gross realized gains Millions of yen Gross realized losses ¥0 ¥0 ¥0 ¥0 ¥— ¥— Proceeds amount Gross realized gains Gross realized losses $0 $0 $0 $0 $— $— Thousands of U.S. dollars Equity securities Total (3) Impairment of available-for-sale securities during the fiscal period Impairment losses on available-for-sale securities of ¥1 million ($13 thousand) were recorded for the year ended March 31, 2012. 5 DERIVATIVE INFORMATION (A) Derivative Information for the Period Ended March 31, 2011 Derivative transactions to which hedge accounting is not applicable are as follows: Millions of yen Contractual value or notional principal amount Total Over 1 year Foreign exchange forward contracts (selling) Currency option trading (selling) Currency option trading (buying) Total ¥1,461 ¥578 ¥578 — — — — — Fair value ¥(85) ¥(8) ¥(5) — Valuation gain ¥(85) ¥(8) ¥(5) ¥(98) Fair value was estimated based on the quotations obtained from major financial institutions. (B) Derivative Information for the Period Ended March 31, 2012 Derivative transactions to which hedge accounting is not applicable are as follows: Millions of yen Contractual value or notional principal amount Total Over 1 year Foreign exchange forward contracts (selling) Total ¥852 ¥852 ¥— ¥— Fair value Valuation gain ¥(24) ¥(24) ¥(24) ¥(24) Thousands of U.S. dollars Contractual value or notional principal amount Total Over 1 year Foreign exchange forward contracts (selling) Total $10,371 $10,371 $— $— Fair value Valuation gain $(287) $(287) $(287) $(287) Fair value was estimated based on the quotations obtained from major financial institutions. 6 INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES Investments in unconsolidated subsidiaries as of March 31, 2011 and 2012 were as follows: Percentage of ownership Investments in unconsolidated subsidiaries: Komori Realty Co., Ltd. Komori Asia Technical Service Center Sdn. Bhd. Total 100% 100 — Millions of yen Thousands of U.S. dollars 2012 2012 ¥73 ¥73 100 100 ¥173 ¥173 $888 1,219 $2,107 2011 Annual Report 2012 29 Notes to Consolidated Financial Statements 7 SHORT-TERM LOANS PAYABLE, LONG-TERM LOANS PAYABLE AND LEASE OBLIGATIONS (1) Short-Term Loans Payable as of March 31, 2011 and 2012 consisted of the following: Millions of yen Thousands of U.S. dollars 2012 2012 2011 Short-term loans payable Current portion of long-term loans payable Total ¥1,476 ¥1,111 $13,517 370 5,954 72,440 ¥1,846 ¥7,065 $85,957 Average rate of short-term loans payable as of March 31, 2012: 1.3% Average rate of current portion of long-term loans payable as of March 31, 2012: 3.1% Average rates presented are weighted average for short-term loans payable and current portion of long-term loans payable. (2) Long-Term Loans Payable as of March 31, 2011 and 2012 consisted of the following: Thousands of U.S. dollars Millions of yen 2011 Long-term loans payable 2012 2012 ¥7,936 ¥ 720 $ 8,757 Average rate of long-term loans payable as of March 31, 2012: 3.1% Maturity date of long-term loans payable is April 2013 through March 2015. Average rates presented are weighted average for long-term loans payable. (3) R epayments of Long-Term Loans Payable (excluding those that mature within 1 year) as of March 31, 2012 are scheduled within 5 years period as follows: Within 2 years over 1 year Within 3 years over 2 years Within 4 years over 3 years Within 5 years over 4 years ¥365 $4,444 — — — — Millions of yen Thousands of U.S. dollars 2012 2012 The scheduled maturities of assumed future lease payments on such lease contracts: Due within 1 year ¥78 ¥52 Due over 1 year 59 67 Total ¥137 ¥119 $632 813 $1,445 Millions of yen Thousands of U.S. dollars ¥354 $4,312 (4) Lease Obligations as of March 31, 2011 and 2012 consisted of the following: 2011 The average rate for lease obligations is not presented in the table because the Company included the total gross lease amount in its consolidated balance sheets without deducting an amount equivalent to interest relating to these lease obligations. (5) R epayments of Long-Term Lease Obligations (excluding those that mature within 1 year) as of March 31, 2012 are scheduled within a 5 year period as follows: Within 2 years over 1 year Millions of yen Thousands of U.S. dollars ¥28 $341 The maturity date of lease obligations over 1 year is April 2013 through December 2016. 30 KOMORI CORPORATION Within 3 years over 2 years ¥20 $239 Within 4 years over 3 years ¥14 $166 Within 5 years over 4 years ¥5 $67 8 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES The major elements of selling, general and administrative expenses for the years ended March 31, 2011 and 2012 are as follows: Thousands of U.S. dollars Millions of yen 2011 Salaries and wages Shipping expenses Research and development expenses Provision for product warranties Provision for bonuses Depreciation Pension expenses Provision of allowance for doubtful accounts Provision for loss on guarantees 9 2012 ¥4,397 3,579 4,321 452 146 454 328 21 30 ¥4,294 3,776 4,830 584 124 478 299 142 96 2012 $52,249 45,939 58,770 7,103 1,504 5,816 3,638 1,731 1,162 RESEARCH AND DEVELOPMENT EXPENSES The research and development expenses incurred during the years ended March 31, 2011 and 2012 included in “Cost of sales” and “Selling, general and administrative expenses” aggregated to ¥4,321 million and ¥4,830 million ($58,770 thousand), respectively. 10 IMPAIRMENT LOSSES The Company and consolidated subsidiaries have grouped their fixed assets by business unit. Idle properties are treated separately. Recoverable amounts were determined by net sales value (fair value less costs to sell) or value in use. For the year ended March 31, 2011, the Company and its subsidiaries recognized an impairment loss in respect of the following business unit: Function or status Idle property Location Sumida-ku, Tokyo Type of assets Buildings and structures, etc. Impairment loss for the year ended March 31, 2011 consisted of the following Millions of yen Buildings and structures Total ¥204 ¥204 Recoverable amounts were determined by net sales value, which was assessed at ¥0 because the Company has decided to demolish the above assets. For the year ended March 31, 2012, the Company and its subsidiaries recognized impairment losses in respect of the following business units: Function or status Location Type of assets Idle property Matsudo City, Chiba Buildings and structures, Machinery, equipment and vehicles, etc. Operating property Takahata Machi, Yamagata Buildings and structures, Machinery, equipment and vehicles, Land, etc. Impairment loss for the year ended March 31, 2012 consisted of the following Thousands of U.S. dollars Millions of yen Machinery, equipment and vehicles Land Buildings and structures Other Total ¥410 ¥310 ¥261 ¥23 ¥1,004 $4,984 $3,768 $3,175 $289 $12,216 For idle properties, recoverable amounts were determined by net sales value, which was assessed at ¥0 because the Company has decided to demolish them. For printing press manufacturing facilities, recoverable amounts were stated as value in use, which was calculated as discounted future cash flow with a discount rate of 0.54% applied. Annual Report 2012 31 Notes to Consolidated Financial Statements 11 INCOME TAXES The Company and its subsidiaries in Japan are subject to several taxes based on income, which in aggregate resulted in an effective statutory tax rate for the years ended March 31, 2011 and 2012. Subsidiaries outside Japan are subject to income taxes of the countries in which they operate. (1) S ignificant components of the Companies’ deferred income tax assets and liabilities at March 31, 2011 and 2012 are as follows: 2011 Deferred tax assets: Tax loss carried forward Research and development expenses Loss on valuation of inventories Provision for loss on guarantees Impairment loss Provision for bonuses Intercompany profits Provision of allowance for doubtful accounts Provision for product warranties Others Subtotal Less—Valuation allowance Total deferred tax assets Deferred tax liabilities: Net unrealized gains on available-for-sale securities Deferred earnings of fixed assets Prepaid pension cost Adjustments of allowance for doubtful accounts in consolidation procedure Others Total deferred tax liabilities Net deferred tax liabilities ¥8,831 1,440 525 482 363 256 157 60 255 1,028 13,397 (13,115) 282 (574) (291) (223) (1) (41) (1,130) ¥(848) Millions of yen Thousands of U.S. dollars 2012 2012 ¥9,205 1,649 380 382 604 242 74 62 237 873 13,708 (13,509) 199 $111,998 20,062 4,618 4,645 7,344 2,945 902 755 2,886 10,638 166,793 (164,369) 2,424 (453) (5,510) (252) (3,060) (2,031) (167) (4) (49) (31) (389) (907) (11,039) ¥(708) $(8,615) Note: The net deferred tax assets (liabilities) at March 31, 2011 and 2012 are included in the following line items on the consolidated balance sheets. 2011 Current assets Deferred tax assets Noncurrent assets Deferred tax assets Noncurrent liabilities Deferred tax liabilities ¥100 111 (1,059) Millions of yen Thousands of U.S. dollars 2012 2012 ¥79 $ 956 59 724 (846) (10,294) (2) B reakdown of principal items causing difference between effective statutory tax rate and the rate for corporate and other taxes applicable after tax benefit accounting is used; Due to the loss before income taxes recorded in the fiscal years ended March 31, 2011 and 2012, the difference between the statutory tax rate and effective income tax rate after applying tax effect accounting has been omitted. (3) Adjustment of deferred tax assets and deferred tax liabilities due to change of effective statutory tax rate; Following the introduction on December 2, 2011 of the Act for Partial Revision of the Income Tax Act, etc. for the Purpose of Creating Taxation System Responding to Changes in Economic and Social Structures and the Act on Special Measures for Securing Financial Recourses Necessary to Implement Measures for Reconstruction Following the Great East Japan Earthquake, the effective statutory tax rate used to measure deferred tax assets and deferred tax liabilities (only those expected to be settled or realized on or after April 1, 2012) was changed from the previous fiscal year’s rate of 40.40% to 37.75% for temporary differences expected to be reversed during the period from April 1, 2012 to March 31, 2015, and to 35.38% for temporary differences expected to be reversed on or after April 1, 2015. As a result of these changes, deferred tax liabilities (net of deferred tax assets) decreased ¥116 million ($1,418 thousand), the income taxes—deferred charge decreased ¥52 million ($636 thousand), and valuation difference on available-for-sale securities recorded in the fiscal year ended March 31, 2012 increased ¥64 million ($782 thousand) respectively. 32 KOMORI CORPORATION 12 PROVISION FOR RETIREMENT BENEFITS The Company adopts a defined-benefit pension plan. A number of domestic consolidated subsidiaries adopt funded non-contributory tax qualified defined benefit pension plans. In some cases, employees receive additional retirement benefits outside of the actuarial calculation of projected benefit obligations. Certain overseas consolidated subsidiaries also adopt defined benefit pension plans. The accrued retirement benefits as of March 31, 2011 and 2012 are analyzed as follows: Thousands of U.S. dollars Millions of yen 2011 Projected benefit obligations Plan assets Unfunded projected benefit obligations Unrecognized actuarial differences Subtotal Prepaid pension cost Provision for retirement benefits 2012 ¥(13,922) ¥(14,555) 12,052 12,806 (1,870) (1,749) 1,824 1,676 (46) (73) 617 570 ¥(663) ¥(643) 2012 $(177,082) 155,806 (21,276) 20,395 (881) 6,939 $(7,820) Certain consolidated subsidiaries accrue retirement benefits by using the simplified method. Net pension expenses related to the retirement benefits for the years ended March 31, 2011 and 2012 are mainly as follows: Thousands of U.S. dollars Millions of yen 2011 Service cost*1 Interest cost Expected return on plan assets Amortization of unrecognized prior service cost Amortization of unrecognized actuarial differences Net pension expenses ¥683 321 (239) 35 199 ¥999 2012 2012 ¥ 641 314 (245) — 219 ¥ 929 $ 7,799 3,816 (2,977) — 2,660 $11,298 *1. The pension expense of consolidated subsidiaries that applied the simplified method is included in “Service cost.” Assumptions used in the calculation of the above information were as follows: 2011 Discount rate Expected rate of return on plan assets Method of attributing the projected benefits to periods of services Amortization of unrecognized prior service cost Amortization of unrecognized actuarial differences 13 2012 Mainly 2.0% Mainly 2.0% Mainly 1.5% Mainly 1.5% Straight-line basis Straight-line basis Charged in full amount in Charged in full amount in the current fiscal year the current fiscal year 15 years 15 years CONTINGENT LIABILITIES The Company and its subsidiaries were contingently liable for guarantees on March 31, 2011 and 2012 as follows: Loans and lease obligations of customers who purchased the Company’s products Seishinsya Co., Ltd. and other Japanese customers (167 and 136 customers in 2011 and 2012, respectively) Joon-Seong Kwon and other foreign customers (190 and 141 customers in 2011 and 2012, respectively) Total 2011 ¥6,928 Millions of yen Thousands of U.S. dollars 2012 2012 ¥ 5,709 3,204 2,947 ¥10,132 ¥ 8,656 $ 69,457 35,855 $ 105,312 Annual Report 2012 33 Notes to Consolidated Financial Statements Contingent liabilities for guarantees in foreign currencies included in the above total amounts are as follows: Thousands of foreign currency (Equivalent amount in millions of yen) 2011 U.S. dollars Euro Sterling Canadian dollars 14 Thousands of U.S. dollars 2012 USD22,188 19,587 ¥(1,844) ¥(1,610) EUR3,414 5,074 ¥(401) ¥ (557) GBP 120 120 ¥(16) ¥ (16) CAD1,806 — ¥(154) ¥ (—) 2012 $19,587 6,779 192 — NOTES MATURING ON THE FINAL DAY OF THE CONSOLIDATED ACCOUNTING PERIOD The settlement of notes receivable and payable maturing on the final day of the consolidation accounting period is accounted for on the actual clearing date. For the year ended March 31, 2012, the final day of the consolidation accounting period was a bank holiday for financial institution. The following notes that matured on the final day of the consolidation accounting period are included in the accompanying consolidated balance sheets. 2011 Notes receivable Notes payable 15 Millions of yen Thousands of U.S. dollars 2012 2012 ¥— ¥ 96 $1,169 — 145 1,760 CASH AND CASH EQUIVALENTS Total cash and cash equivalents at year-end as included on the balance sheets for the years ended March 31, 2011 and 2012 are analyzed as follows: Millions of yen 2011 Cash and deposits Time deposits with deposit term of over 3 months Securities account (transferable deposit) Cash and cash equivalents 16 ¥49,764 (11,491) 2,840 ¥41,113 2012 ¥ 45,404 (8,457) 2,317 ¥ 39,264 Thousands of U.S. dollars 2012 $ 552,431 (102,894) 28,188 $ 477,725 LEASE TRANSACTIONS The Companies have various lease agreements whereby they act both as lessees and lessors. Finance lease contracts other than those which are deemed to transfer the ownership of the leased assets to lessees are accounted for by the method that is applicable to ordinary operating leases. (1) Finance Lease Transactions Non-Ownership-Transfer Finance Lease Transactions during the year ended March 31, 2011 and 2012 are as follows: (a) Description of lease assets Property, plant and equipment: Mainly computers (included in “tools, furniture and fixtures”) Intangible assets: Software (b) Depreciation of lease assets Lease assets are depreciated based on the straight-line method over their individual lease terms with no residual value. (2) Operating Lease Transactions Information on Operating Lease Transactions is as follows: Total of future lease payment to be paid: 2011 Due within 1 year Due over 1 year Total 34 KOMORI CORPORATION Millions of yen Thousands of U.S. dollars 2012 2012 ¥68 ¥ 44 $ 532 207 145 1,770 ¥275 ¥189 $2,302 17 ITEMS WITH REGARD TO OTHER COMPREHENSIVE INCOME For the year ended March 31, 2012 Recycle amount relating to other comprehensive income Thousands of U.S. dollars Millions of yen Valuation difference on available-for-sale securities: Amount arising during the period Recycle amount Before tax effect adjustment Tax effect After tax effect adjustment Foreign currency translation adjustment: Amount arising during the period Recycle amount Before tax effect adjustment Tax effect After tax effect adjustment Total other comprehensive income 18 ¥(162) 1 (161) 122 (39) $(1,965) 13 (1,952) 1,480 (472) 1 — 1 — 1 ¥(38) 5 — 5 — 5 $(467) PER SHARE INFORMATION (1) Net Income per Share The bases for calculating net income per share for the years ended March 31, 2011 and 2012 are as follows: Millions of yen Thousands of U.S. dollars 2011 2012 2012 Net income (loss) per share Net income (loss) Less: Components not pertaining to common stock shareholders Net income (loss) pertaining to common stock Average number of shares outstanding (in thousands) ¥(6,216) — (6,216) 66,820 ¥(5,293) — (5,293) 65,599 $(64,398) — (64,398) 65,599 Yen U.S. dollars Basic net income (loss) per share ¥(93.03) ¥(80.69) $(0.98) (2) Net Assets per Share The bases for calculating net assets per share for the years ended March 31, 2011 and 2012 are as follows: 2011 2012 2012 Yen U.S. dollars ¥1,855.97 $ 22.58 Millions of yen Thousands of U.S. dollars Net assets on consolidated balance sheets Net assets pertaining to common stock ¥124,179 ¥115,012 124,179 115,012 $1,399,346 1,399,346 Number of shares of common stock issued as of March 31 Number of treasury shares of common stock as of March 31 Number of shares of common stock for this calculation 68,292 68,292 1,473 6,323 66,819 61,969 Net assets per share ¥1,858.43 Thousands of shares 68,292 6,323 61,969 (3) Dividends per Share Dividends paid to shareholders’ effective date Resolution approved by Annual general meeting of shareholders (Jun. 21, 2011) Board of directors’ meeting (Oct. 28, 2011) Type of shares Common stock Common stock Amount (Millions of yen) Amount (Thousands of U.S. dollars) Amount per share (Yen) Amount per share (U.S. dollars) ¥668 $8,130 ¥10 $0.12 ¥668 $8,130 ¥10 $0.12 Shareholders’ cut-off date Effective date Mar. 31, 2011 Sep. 30, 2011 Jun. 22, 2011 Nov. 30, 2011 Annual Report 2012 35 Notes to Consolidated Financial Statements Dividends with a shareholders’ cut-off date during the current fiscal year but an effective date subsequent to the current fiscal year Type of shares Common stock Resolution approved by Annual general meeting of shareholders (Jun. 20, 2012) 19 Paid from Amount (Millions of yen) Amount (Thousands of U.S. dollars) Amount per share (Yen) Amount per share (U.S. dollars) Shareholders’ cut-off date Effective date Retained earnings ¥620 $7,540 ¥ 10 $ 0.12 Mar. 31, 2012 Jun. 21, 2012 SEGMENT INFORMATION (1) Overview of Reportable Segments Komori’s reportable segments are constituent units of the Company whose separate financial information is obtainable. The Company’s Board of Directors periodically examines these segments for the purpose of deciding the allocation of management resources and assessing the operating results. The Komori Group is primarily engaged in a single business activity, namely, the manufacture, sale and repair of printing presses. Komori has established a structure to manufacture all of its products, except certain products, in Japan. Meanwhile, the Company has developed a global sales and marketing structure underpinned by subsidiaries based in important overseas markets. These overseas subsidiaries are independently promoting business activities through the formulation and implementation of their own comprehensive, region-specific sales and marketing strategies. Accordingly, the Komori Group has the three reportable segments of “Japan,” “North America” and “Europe,” which have been defined in line with the locations of these overseas subsidiaries constituting its global sales and marketing structure. The composition of individual reportable segments is as follows. The reportable segment “Japan” includes sales recorded in Japan, Central and South America and Asia, excluding a portion of Greater China. Komori Corporation is in charge of sales and marketing in this segment. The reportable segment “North America” mainly includes sales recorded in the United States. Komori America Corporation is in charge of sales and marketing in this segment. The reportable segment “Europe” mainly includes sales recorded in Western Europe, Eastern Europe and the Middle East. Komori International (Europe) B.V. is in charge of sales and marketing in this segment. Komori-Chambon S.A.S., which undertakes the manufacture and sale of package printing presses, is also included in this segment. (2) A ccounting Method Concerning Net Sales, Operating Income (Loss), Assets, Liabilities and Other Items by Reportable Segment The accounting method for the reportable segments is basically the same as those described in “2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.” Intersegment income and transfers are based on the prevailing markets prices. (3) Information Concerning Net Sales, Operating Income (Loss), Assets, Liabilities and Other Items by Reportable Segment Millions of yen Reportable Segment Year ended March 31, 2011 Net sales Sales to outside customers Intersegment sales Total Operating income (loss) Assets Other items Depreciation Impairment loss Amortization of goodwill Increase of property, plant and equipment and intangible assets Japan North America Europe Subtotal Others (Note) Total ¥ 43,718 12,172 ¥ 55,890 ¥ (3,296) 137,038 ¥ 7,388 33 ¥ 7,421 ¥ (1,442) 12,700 ¥17,649 483 ¥18,132 ¥ (202) 15,156 ¥ 68,755 12,688 ¥ 81,443 ¥ (4,940) 164,894 ¥3,479 62 ¥3,541 ¥ (22) 1,816 ¥ 72,234 12,750 ¥ 84,984 ¥ (4,962) 166,710 2,871 204 — 51 — — 149 — — 3,071 204 — 16 — 8 3,087 204 8 1,068 17 439 1,524 5 1,529 Note: Others include figures of the Company’s business activities conducted outside the defined reportable segments, namely, in a part of Greater China and the Oceania region. 36 KOMORI CORPORATION Millions of yen Reportable Segment Year ended March 31, 2012 Net sales Sales to outside customers Intersegment sales Total Operating income (loss) Assets Other items Depreciation Impairment loss Amortization of goodwill Increase of property, plant and equipment and intangible assets Japan North America Europe Subtotal Others (Note) Total ¥46,601 12,472 ¥59,073 ¥(3,411) 130,316 ¥7,180 127 ¥7,307 ¥(553) 11,914 ¥15,206 623 ¥15,829 ¥(483) 15,515 ¥68,987 13,222 ¥82,209 ¥(4,447) 157,745 ¥3,311 72 ¥3,383 ¥(20) 1,502 ¥72,298 13,294 ¥85,592 ¥(4,467) 159,247 2,642 1,004 — 38 — — 160 — — 2,840 1,004 — 12 — 6 2,852 1,004 6 621 9 200 830 22 852 Note: Others include figures of the Company’s business activities conducted outside the defined reportable segments, namely, in a part of Greater China and the Oceania region. Thousands of U.S. dollars Reportable Segment Year ended March 31, 2012 Japan North America Europe Subtotal Others (Note) Total Net sales Sales to outside customers $566,995 $87,360 $185,006 $ 839,361 $ 40,280 $ 879,641 Intersegment sales 151,743 1,539 7,579 160,861 Total $718,738 $88,899 $192,585 $1,000,222 $ 41,166 $1,041,388 886 161,747 Operating income (loss) $(41,504) $(6,727) $ (5,871) $ (54,102) $ Assets 1,585,543 144,955 188,769 1,919,267 18,286 1,937,553 (243) $ (54,345) Other items Depreciation 32,132 468 1,952 34,552 Impairment loss 12,216 — — 12,216 Amortization of goodwill Increase of property, plant and equipment and intangible assets — — — 150 34,702 — 12,216 — 70 70 7,538 107 2,431 10,076 295 10,371 (4) A djustments for Differences between Total Amounts in Reportable Segments and Corresponding Amounts as Presented in Consolidated Financial Statements Thousands of U.S. dollars Millions of yen Net Sales Total net sales in reportable segments Net sales in others 3,541 3,383 Eliminations (12,750) (13,294) (161,747) Net sales as presented in Consolidated Financial Statements 2011 ¥81,443 ¥72,234 2012 ¥82,209 2012 $1,000,222 41,166 ¥72,298 $879,641 Millions of yen Thousands of U.S. dollars 2012 2012 Operating Income (Loss) Total operating loss in reportable segments Operating loss in others (22) (20) (243) Adjustments for inventories 882 416 5,060 Eliminations 102 91 1,107 Other adjustments 1 6 Operating loss as presented in Consolidated Financial Statements 2011 ¥(4,940) ¥(3,977) ¥(4,447) $(54,102) 72 ¥(3,954) $(48,106) Annual Report 2012 37 Notes to Consolidated Financial Statements Thousands of U.S. dollars Millions of yen Assets Total assets in reportable segments Assets in others 1,816 1,502 Adjustments for inventories (1,051) (635) (7,724) Eliminations (28,439) (31,352) (381,473) Corporate assets 23,350 21,747 264,600 Other adjustments 616 270 3,289 Assets as presented in Consolidated Financial Statements 2011 ¥164,894 ¥161,186 2012 ¥157,745 ¥149,277 2012 $1,919,267 18,286 $1,816,245 Note: Corporate assets are primarily short-term investments (bank deposits and marketable securities) and long-term investments (investment securities). Thousands of U.S. dollars Millions of yen Depreciation Total depreciation in reportable segments Depreciation in others 16 12 Adjustments for depreciation (4) (3) (39) Depreciation as presented in Consolidated Financial Statements 2011 ¥3,071 ¥3,083 2012 ¥2,840 ¥2,849 2012 $34,552 150 $34,663 Thousands of U.S. dollars Millions of yen Increase of property, plant and equipment and intangible assets Total amount of increase in reportable segments Amount of increase in others 5 22 295 Adjustments for amount of increase (3) — — Amount of increase as presented in Consolidated Financial Statements 2011 ¥1,524 ¥1,526 2012 ¥830 ¥852 2012 $10,076 $10,371 Note: Adjustments for amount of increase of property, plant, equipment and intangible assets represent intersegment transfers and installations of finished goods and equipment. [Related Information for the year ended March 31, 2011 and 2012] 1. Information by Product/Service Sales to outside customers Thousands of U.S. dollars Millions of yen 2011 2012 2012 Manufacture and Sale of Printing Presses ¥57,090 ¥57,402 $698,404 Service and Repair, Used Presses ¥15,144 ¥14,896 $181,237 Total ¥72,234 ¥72,298 $879,641 2. Information by Region (1) Net Sales Thousands of U.S. dollars Millions of yen 2011 ¥23,109 2012 2012 Japan The Americas 10,984 9,563 116,348 Europe 16,018 13,080 159,144 Asia 19,431 21,233 258,339 Other Regions 2,692 2,734 33,265 Total ¥72,234 ¥25,688 ¥72,298 $312,545 $879,641 Note: Sales are classified by countries or regions where customers are located. (2) Property, Plant and Equipment Information has been omitted, as the amount of property, plant and equipment located in Japan exceeds 90% of the amount of property, plant and equipment presented in Consolidated Balance Sheets. 3. Information Concerning Principal Customer Information of principal customer has been omitted, as no customer exceed 10% of total sales amount. 38 KOMORI CORPORATION [Information Concerning Impairment Loss on Fixed Assets by Reportable Segment] Information on impairment loss has been omitted, as similar information is disclosed in Segment Information. [Information Concerning Amortization and Unamortized Balance of Goodwill by Reportable Segment] Year ended March 31, 2011 Reportable Segment Japan North America Europe Subtotal Others Elimination or Corporate Millions of yen — — — — ¥6 — ¥6 Thousands of U.S. dollars — — — — $72 — $72 Total The balance reported in others is for Komori Taiwan Limited. Information on amortization of goodwill has been omitted, as similar information is disclosed in Segment Information. Year ended March 31, 2012 There was no unamortized balance of goodwill at March 31, 2012. Information on amortization of goodwill has been omitted, as similar information is disclosed in Segment Information. [Information Concerning Gain on Negative Goodwill by Reportable Segment] Not applicable. 20 RELATED-PARTY TRANSACTIONS Disclosure of related party transactions has been omitted, as there were no significant transactions with related parties. 21 OTHER Net sales and income (loss) result of fiscal year ended March 31, 2012 for each period is as follows: Nine months ended (from April 1, 2011 to December 31, 2011) Six months ended (from April 1, 2011 to September 30, 2011) Three months ended (from April 1, 2011 to June 30, 2011) Net sales (millions of yen) ¥13,363 Income (loss) before income taxes (millions of yen) ¥(1,998) ¥33,198 ¥47,924 ¥(3,444) Year ended March 31, 2012 ¥72,298 ¥(5,134) ¥(5,257) Net income (loss) (millions of yen) ¥(1,962) ¥(3,352) ¥(5,126) ¥(5,293) Net income (loss) per share (yen) ¥(29.36) ¥(50.16) ¥(76.97) ¥(80.69) Nine months ended (from April 1, 2011 to December 31, 2011) Six months ended (from April 1, 2011 to September 30, 2011) Three months ended (from April 1, 2011 to June 30, 2011) Year ended March 31, 2012 Net sales (thousands of U.S. dollars) $162,583 $879,641 Income (loss) before income taxes (thousands of U.S. dollars) $(24,310) $(41,901) $(62,470) $(63,964) Net income (loss) (thousands of U.S. dollars) $(23,871) $(40,782) $(62,365) $(64,398) Net income (loss) per share (U.S. dollars) $(0.36) $(0.61) $(0.94) $(0.98) $403,917 $583,091 Quarterly net income (loss) per share information 1st quarter (from April 1,2011 to June 30, 2011) 2nd quarter (from July 1,2011 to September 30, 2011) 3rd quarter (from October 1,2011 to December 31, 2011) 4th quarter (from January 1,2012 to March 31, 2012) Net income (loss) per share (Yen) ¥(29.36) ¥(20.80) ¥(26.78) ¥(2.66) Net income (loss) per share (U.S. dollars) $(0.36) $(0.25) $(0.33) $(0.03) 22 SUBSEQUENT EVENTS Not applicable. Annual Report 2012 39 40 KOMORI CORPORATION Branch Offices and Plants, Subsidiaries Branch Offices and Plants Company Name Address Business Activities Repair and fabrication of printing presses and related equipment, and sale of printing press components Repair and fabrication of printing presses and related equipment, and sale of printing press components Repair and fabrication of printing presses and related equipment, and sale of printing press components Repair and fabrication of printing presses and related equipment, and sale of printing press components Techno Service Center Sumida-ku, Tokyo, Japan West-Japan Service Osaka City, Osaka, Japan Sagami Service Yamato City, Kanagawa Pref., Japan Saitama Techno Center Niiza City, Saitama Pref., Japan Komori Global Parts Center Noda City, Chiba Pref., Japan Management of printing press and related equipment components Osaka Regional Headquarters Osaka City, Osaka, Japan Sale, repair and fabrication of printing presses, related equipment and components Nagoya Branch Office Nagoya City, Aichi Pref., Japan Sale, repair and fabrication of printing presses, related equipment and components Kyushu Branch Office Fukuoka City, Fukuoka Pref., Japan Sale, repair and fabrication of printing presses, related equipment and components Hokkaido Office Sapporo City, Hokkaido, Japan Sale, repair and fabrication of printing presses, related equipment and components Tohoku Office Sendai City, Miyagi Pref., Japan Sale, repair and fabrication of printing presses, related equipment and components Niigata Office Niigata City, Niigata Pref., Japan Sale, repair and fabrication of printing presses, related equipment and components Hokuriku Office Toyama City, Toyama Pref., Japan Sale, repair and fabrication of printing presses, related equipment and components Chugoku Office Hiroshima City, Hiroshima Pref., Japan Sale, repair and fabrication of printing presses, related equipment and components Shikoku Office Takamatsu City, Kagawa Pref., Japan Sale, repair and fabrication of printing presses, related equipment and components Tsukuba Plant Tsukuba City, Ibaraki Pref., Japan Design, development and manufacture of printing presses Komori Graphic Technology Center Tsukuba City, Ibaraki Pref., Japan Komori Currency Technology Dorking, Surrey, UK Technical and printing training, printing technology research, and printing equipment sales activities Sale of platemaking equipment, printing presses and related equipment used in the production of banknotes and securities documentation Subsidiaries Company Name Address Business Activities Higashiokitama-gun, Yamagata Pref., Japan Higashiokitama-gun, Yamagata Pref., Japan Manufacture and sale of printing presses, equipment and components Komori Realty Co., Ltd. Sumida-ku, Tokyo, Japan Real estate leasing and management Komori Engineering Co., Ltd. Ushiku City, Ibaraki Pref., Japan Design of printing presses and related equipment Komori America Corporation Rolling Meadows, Illinois, U.S.A. Komori Leasing Incorporated Rolling Meadows, Illinois, U.S.A. Komori International (Europe) B.V. Utrecht, The Netherlands Komori International Netherlands B.V. Utrecht, The Netherlands Komori International Netherlands B.V. Czech Branch Prague, Czech Republic Komori U.K. Limited Leeds, UK Komori France S.A.S. Antony Cedex, France Komori Belgium Branch Office of Komori France Brussels, Belgium Komori Italia S.r.l. Assago, Milan, Italy Komori-Chambon S.A.S. Orleans Cedex, France Komori Hong Kong Limited Hong Kong Komori Printing Machine (Shenzhen) Co., Ltd. Shenzhen, P.R.C. Komori Printing Machine (Shenzhen) Co., Ltd. Shanghai Branch Shanghai, P.R.C. Komori Taiwan Limited Taipei, Taiwan Komori Machinery Co., Ltd. Komori Electronics Co., Ltd. Manufacture and sale of printing press components Import, sale, repair and fabrication of printing presses and related equipment Provision of customer finance for printing presses and related equipment Import, sale, repair and fabrication of printing presses and related equipment; regional control of related activities Import, sale, repair and fabrication of printing presses and related equipment Technical and printing training, business support, repair and fabrication of printing presses and related equipment Import, sale, repair and fabrication of printing presses and related equipment Import, sale, repair and fabrication of printing presses and related equipment Import, sale, repair and fabrication of printing presses and related equipment Import, sale, repair and fabrication of printing presses and related equipment Manufacture, sale, repair and fabrication of packaging printing presses Import, sale, repair and fabrication of printing presses and related equipment Import, sale, repair and fabrication of printing presses and related equipment Import, sale, repair and fabrication of printing presses and related equipment Import, sale, repair and fabrication of printing presses and related equipment Annual Report 2012 41 Corporate Data and Investor Information (As of March 31, 2012) Investor Information Corporate Data Company Established: October 1923 Listing: Tokyo Stock Exchange, First Section Capital: ¥37,715 million Authorized Number of Shares: 295,500,000 Annual Sales (Consolidated basis): ¥72,298 million Issued Number of Shares: 68,292,340 Employees (Consolidated basis): 2,104 Minimum Trading Unit: 100 shares Headquarters: 11-1 Azumabashi 3-chome, Sumida-ku, Tokyo 130-8666, Japan Tel: +81-3-5608-7811 Fax: +81-3-3624-7160 Number of Shareholders: 5,114 Stock Transfer Agent: Mizuho Trust and Banking Co., Ltd. Stock Transfer Agency Department Composition of Shareholders Government and Municipal Organizations 0.00% Individuals and Others Financial Institutions 35.27% 29.10% Foreign Institutions and Individuals 22.60% Securities Companies 0.74% Other Japanese Companies 12.30% Note: The Company’s holdings of treasury stock (6,323 thousand shares) are not included in the above figures. Stock Price Range and Trading Volume Stock Price Range Trading Volume (Yen) (Thousands of shares) 2,100 22,000 1,800 20,000 1,500 18,000 1,200 16,000 900 14,000 600 12,000 300 10,000 0 8,000 6,000 4,000 2,000 0 ’09/10 11 12 ’10/1 42 KOMORI CORPORATION 2 3 4 5 6 7 8 9 10 11 12 ’11/1 2 3 4 5 6 7 8 9 10 11 12 ’12/1 2 3 For nearly 90 years, since its establishment in 1923, the Komori Group has been producing offset printing presses. Our flagship products include sheet-fed offset presses such as the “LITHRONE series” and “ENTHRONE series,” web offset presses such as the “SYSTEM series” and related equipment and devices. Moreover, the Group has been supplying security printing presses to the National Printing Bureau in Japan as well as to overseas customers in dozens of countries. The Komori Group endeavors to improve the quality and productivity of its basic printing presses and develop printing information networks and automated integrated printing systems to respond to the recent trend of digital workflow and networking, and realize a total printing production system. With its sights fixed on remaining a trusted Print Engineering Service Provider, the Group also works to bring the range of its proposals to bear in solving customer issues. Contents 1 Consolidated Financial Highlights 21 Consolidated Statements of Changes in Net Assets 2 KOMORI at a Glance 22 Consolidated Statements of Cash Flows 4 An Interview with Top Management 23 Notes to Consolidated Financial Statements 10 Special Feature: Report on ‘drupa 2012’ 40 Report of Independent Auditors ‘KOMORI OnDemand’ Demonstrated at World’s Largest Printing Equipment Exhibition 41 Branch Offices and Plants, Subsidiaries 42 Corporate Data and Investor Information 12 Directors, Corporate Auditors and Operating Officers 13 Corporate Governance 14 Six-Year Summary of Consolidated Financial Data 15 Financial Review 18 Consolidated Balance Sheets 20 Consolidated Statements of Income Consolidated Statements of Comprehensive Income Caution Regarding Forward-Looking Statements This annual report contains information about forward-looking statements related to such matters as the Company’s plans, strategies, and business results. These forward-looking statements represent judgments made by the Company based on information available at present and are inherently subject to a variety of risks and uncertainties. The Company’s actual activities and business results could differ significantly due to changes, including changes in the economic environment, business environment, demand, and exchange rates. Komori corporation KOMORI CORPORATION Annual Report 2012 Annual Report 2012 Fiscal year ended March 31, 2012 KOMORI CORPORATION 11-1 Azumabashi 3-chome, Sumida-ku, Tokyo 130-8666, Japan Kando : Beyond Expectations Tel: +81-3-5608-7811 http://www.komori.com Printed in Japan