UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of April 2013.
Commission File Number: 333-13896
NIDEC CORPORATION
(Translation of registrant’s name into English)
338 KuzeTonoshiro-Cho,
Minami-Ku,Kyoto 601-8205 Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F X Form 40-F __
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _
EXHIBITS
Exhibit Number
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 23, 2013 | ||||
NIDEC CORPORATION | ||||
By: /S/ Masahiro Nagayasu | ||||
General Manager, Investor Relations |
NEWS RELEASE
NIDEC CORPORATION
FOR IMMEDIATE RELEASE
Contact: | |
Masahiro Nagayasu | |
General Manager | |
Investor Relations | |
+81-75-935-6140 | |
ir@jp.nidec.com |
UNAUDITED FINANCIAL STATEMENTS (U.S. GAAP)
(English Translation)
RESULTS FOR THE YEAR ENDED MARCH 31, 2013
FROM APRIL 1, 2012 TO MARCH 31, 2013
CONSOLIDATED
Released on April 23, 2013
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NIDEC CORPORATION
Date of Board of Directors’ Meeting for Approving Financial Statements: April 23, 2013
Stock Listings: Tokyo Stock Exchange, Osaka Securities Exchange, New York Stock Exchange
Date of Annual General Shareholders’ Meeting (Plan):June 25, 2013
Date of Commencement of Dividend Payment (Plan):June 5, 2013
Date of Filing of Japanese Annual Securities Report (Plan):June 26, 2013
1. Selected Consolidated Financial Performance (U.S. GAAP) (unaudited)
(1) Consolidated Results of Operations
Yen in millions (except for per share amounts) | ||
Year ended March 31 | ||
2013 | 2012 | |
Net sales | ¥709,270 | ¥682,320 |
Ratio of change from the same period of previous fiscal year | 3.9% | 0.9% |
Operating income | 17,627 | 73,070 |
Ratio of change from the same period of previous fiscal year | (75.9)% | (21.3)% |
Income from continuing operations before income taxes | 13,427 | 70,856 |
Ratio of change from the same period of previous fiscal year | (81.1)% | (13.6)% |
Net income attributable to Nidec Corporation | 7,998 | 40,731 |
Ratio of change from the same period of previous fiscal year | (80.4)% | (22.2)% |
Net income attributable to Nidec Corporation per share-basic | ¥59.37 | ¥296.25 |
Net income attributable to Nidec Corporation per share-diluted | ¥55.07 | ¥276.89 |
Ratio of net income attributable to Nidec Corporation to average of Nidec Corporation shareholders’ equity *1 | 2.0% | 11.2% |
Ratio of income from continuing operations before income taxes to total assets | 1.5% | 9.2% |
Ratio of operating income to net sales | 2.5% | 10.7% |
Notes:
1. Weighted-average of Nidec Corporation shareholders' equity at the beginning and the end of each fiscal year
2. Comprehensive income (loss) attributable to Nidec Corporation:
¥68,256 million for the year ended March 31, 2013 (81.1% increase compared to the fiscal year ended March, 31, 2012)
¥37,684 million for the year ended March 31, 2012 (3.4% increase compared to the fiscal year ended March 31, 2011)
3. Equity in net income (loss) of affiliated companies:
¥13 million for the year ended March 31, 2013
¥0 million for the year ended March 31, 2012
(2) Consolidated Financial Position
Yen in millions (except for per share amounts) | ||
March 31, 2013 | March 31, 2012 | |
Total assets | ¥1,004,852 | ¥800,401 |
Total equity | 453,467 | 425,611 |
Nidec Corporation shareholders’ equity | 415,502 | 370,182 |
Nidec Corporation shareholders’ equity to total assets | 41.3% | 46.2% |
Nidec Corporation shareholders’ equity per share | ¥3,085.07 | ¥2,705.32 |
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(3) Consolidated Results of Cash Flows
Yen in millions | ||
Year ended March 31, 2013 | Year ended March 31, 2012 | |
Net cash provided by operating activities | ¥110,286 | ¥56,712 |
Net cash used in investing activities | (133,854) | (19,918) |
Net cash provided by (used in) financing activities | 61,117 | (814) |
Cash and cash equivalents at the end of year | ¥193,420 | ¥130,290 |
2. Dividends (unaudited)
Yen | |||
Year ending March 31, 2014 (target) | Year ended March 31, 2013 | Year ended March 31, 2012 | |
Interim dividend per share | ¥40.00 | ¥45.00 | ¥45.00 |
Year-end dividend per share | 45.00 | 40.00 | 45.00 |
Annual dividend per share | ¥85.00 | 85.00 | 90.00 |
Dividends declared for the year | - | ¥11,354 million | ¥12,325 million |
Dividend payout ratio * | 22.9% | 143.2% | 30.4% |
Dividend to Nidec Corporation shareholders’ equity | - | 2.9% | 3.4% |
*Note: “Annual dividend per share” to “earnings per share-basic” |
3. Forecast of Consolidated Financial Performance (for the fiscal year ending March 31, 2014)
Yen in millions (except for per share amounts) | ||
Six months ending September 30, 2013 | Year ending March 31, 2014 | |
Net sales | ¥380,000 | ¥800,000 |
Operating income | 30,000 | 70,000 |
Income from continuing operations before income taxes | 29,000 | 68,000 |
Net income attributable to Nidec Corporation | 21,000 | 50,000 |
Net income attributable to Nidec Corporation per share-basic | ¥155.92 | ¥371.25 |
4. Others
(1) Changes in significant subsidiaries (changes in “specified subsidiaries” (tokutei kogaisha) accompanying changes in the scope of consolidation) during this period: None
(2) Changes in accounting policies:
1. Changes due to revisions to accounting standards: Yes
2. Changes due to other reasons: Not applicable
(3) Number of shares issued (common stock)
1. Number of shares issued and outstanding at the end of each period (including treasury stock)
145,075,080 shares at March 31, 2013
145,075,080 shares at March 31, 2012
2. Number of treasury stock at the end of each period:
10,393,522 shares at March 31, 2013
8,240,496 shares at March 31, 2012
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3. Weighted-average number of shares issued and outstanding at the beginning and end of each period:
134,714,279 shares for the year ended March 31, 2013
137,490,290 shares for the year ended March 31, 2012
Note: Please refer to “Earnings per share” in “4. Consolidated Financial Statements (U.S. GAAP) (unaudited)” on page 36 for more information.
NON-CONSOLIDATED FINANCIAL STATEMENTS
Nidec Non-Consolidated Financial Performance (Japanese GAAP) (unaudited)
(1) Non-Consolidated Results of Operations
Yen in millions (except for per share amounts) | ||
Year ended March 31 | ||
2013 | 2012 | |
Net sales | ¥132,030 | ¥146,965 |
Ratio of change from the same period of previous fiscal year | (10.2)% | 0.2% |
Operating income | (4,856) | 7,497 |
Ratio of change from the same period of previous fiscal year | - | 10.3% |
Ordinary income | (3,337) | 15,899 |
Ratio of change from the same period of previous fiscal year | - | (28.8)% |
Net income | (12,443) | 29,358 |
Ratio of change from the same period of previous fiscal year | - | 33.5% |
Net income per share-basic | ¥(92.29) | ¥213.53 |
Net income per share-diluted | - | ¥199.45 |
(2) Non-Consolidated Financial Position
Yen in millions (except for per share amounts) | ||
March 31, 2013 | March 31, 2012 | |
Total assets | ¥565,451 | ¥488,939 |
Net assets | 210,719 | 248,897 |
Net assets to total assets | 37.3% | 50.9% |
Net assets per share | ¥1,561.81 | ¥1,818.96 |
Note:
Shareholders’ equity:
¥210,719 million for the year ended March 31, 2013
¥248,897 million for the year ended March 31, 2012
Please see the press release entitled “Nidec Resolves to Make Nidec Copal Corp., Nidec Tosok Corp. and Nidec Seimitsu Corp. its Wholly Owned Subsidiaries,“ which is being submitted on Form 6-K on April 23, 2013, for information relating to the agreements to make Nidec Copal Corporation, Nidec Tosok Corporation and Nidec Seimitsu Corporation wholly owned subsidiaries of Nidec Corporation.
Investor presentation materials relating to Nidec Corporation’s financial results for the fiscal year ended March 31, 2013, are expected to be published on Nidec’s corporate website on April 24, 2013.
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1. Operating and Financial Review and Prospects
(1) Analysis of Operating Results
1. Overview of Business Environment for the year Ended March 31, 2013
The global economic condition during the nine months ended December 31, 2013 remained challenging as the stagnant economic environment in Europe protracted with few notable signs of improvement and China and other newly emerging countries achieved limited success in recovering from the downward trends. However, the U.S. economy began to gradually improve toward the end of the fiscal year due to the implementation of monetary policy measures. In Japan, the depreciation of the Japanese yen and the progress on governmental measures led to increasing expectations of improvements in the overall economy and companies’ operating results, and signs of a possible recovery from the prolonged recession began to emerge.
In this business environment, we have experienced rapid and significant declines in demand for some of our major products, including components for personal computers, digital cameras and LCD panel manufacturing equipment, since November 2012, and we began to implement measures to streamline our business structure in an effort to quickly recover and improve our profitability.
2. Consolidated Operating Results
Consolidated Operating Results for the Year Ended March 31, 2013 (“this fiscal year”), Compared to the Year Ended March 31, 2012 (the “previous fiscal year”)
Yen in millions | ||||
Year ended March 31, 2013 | Year ended March 31, 2012 | Increase or decrease | Increase or decrease ratio | |
Net sales | 709,270 | 682,320 | 26,950 | 3.9% |
Operating income | 17,627 | 73,070 | (55,443) | (75.9)% |
Income from continuing operations before income taxes | 13,427 | 70,856 | (57,429) | (81.1)% |
Net income attributable to Nidec Corporation | 7,998 | 40,731 | (32,733) | (80.4)% |
Consolidated net sales increased 3.9% to ¥709,270 million for this fiscal year compared to the previous fiscal year. Operating income decreased 75.9% to ¥17,627 million for this fiscal year compared to the previous fiscal year, which was mainly due to expenses incurred in connection with streamlining our business structure and other adjustments, including write-down of tangible assets.The ratio of operating income to net sales, or operating income ratio, for this fiscal year was 2.5%. The average exchange rate between the Japanese yen and the U.S. dollar for this fiscal year was ¥83.10 to the dollar, which reflected a depreciation of the Japanese yen against the U.S. dollar of ¥4.02, or approximately 5%, compared to the previous fiscal year. The average exchange rate between the Japanese yen and the Euro for this fiscal year was ¥107.14 to the Euro, which reflected an appreciation of the Japanese yen against the Euro of ¥1.84, or approximately 2%, compared to the previous fiscal year. The fluctuations of the foreign currency exchange rates had a positive effect on our net sales of approximately ¥21,400 million and our operating income of approximately ¥2,500 million for this fiscal year compared to the previous fiscal year.
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Income from continuing operations before income taxes decreased 81.1% to ¥13,427 million for this fiscal year compared to the previous fiscal year. Foreign exchange loss (mainly relating to translation of foreign currency-denominated assets) increased approximately ¥1,200 million to approximately ¥3,000 million for this fiscal year from approximately ¥1,800 million for the previous fiscal year. Net income attributable to Nidec Corporation decreased 80.4% to ¥7,998 million for this fiscal year compared to the previous fiscal year.
Operating Results by Product Category for This Fiscal Year Compared to the Previous Fiscal Year
Small precision motors-
Yen in millions | |||||
Year ended March 31, 2013 | Year ended March 31, 2012 | Increase or decrease | Increase or decrease ratio | ||
Net sales of small precision motors | 319,724 | 331,437 | (11,713) | (3.5)% | |
Hard disk drives spindle motors | 165,427 | 176,932 | (11,505) | (6.5)% | |
Other small precision motors * | 154,297 | 154,505 | (208) | (0.1)% | |
Operating income of small precision motors | 22,678 | 54,216 | (31,538) | (58.2)% | |
Note: Starting in this fiscal year, the “small precision motors” product category has been divided into “hard disk drives spindle motors” and “other small precision motors.” Moreover, starting in this fiscal year, the motor application products that were previously included in the “electronic and optical components” product category have been reclassified to the “small precision motors” product category. To enable comparisons between periods, previously reported amounts have been reclassified. |
Net sales of small precision motors decreased 3.5% to ¥319,724 million for this fiscal year compared to the previous fiscal year. This was mainly due to a decrease in sales of spindle motors for hard disk drives (“HDDs”). The depreciation of the Japanese yen and other Asian currencies against the U.S. dollar had a positive effect on our sales of small precision motors of approximately ¥13,300 million for this fiscal year compared to the previous fiscal year.
Net sales of spindle motors for HDDs for this fiscal year decreased ¥11,505 million, or 6.5%, compared to the previous fiscal year. The number of units sold of spindle motors for HDDs decreased approximately 16% compared to the previous fiscal year. The average unit price of spindle motors for HDDs on a Japanese yen basis for this fiscal year increased approximately 11% compared to the previous fiscal year mainly due to an approximately 5% increase in the average unit price on a U.S. dollar basis and the positive impact of the approximately 5% depreciation of the Japanese yen against the U.S. dollar.
The number of units sold of spindle motors for 3.5-inch HDDs and 2.5-inch HDDs for this fiscal year decreased approximately 14% and 16%, respectively, compared to the previous fiscal year. The average unit price of spindle motors for 3.5-inch HDDs and 2.5-inch HDDs on a U.S. dollar basis for this fiscal year, however, increased approximately 8% and 4%, respectively, compared to the previous fiscal year. Net sales of spindle motors for 3.5-inch HDDs and 2.5-inch HDDs for this fiscal year decreased approximately 3% and 9%, respectively, compared to the previous fiscal year.
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Net sales of other small precision motors for this fiscal year decreased ¥208 million, or 0.1%, compared to the previous fiscal year. Net sales decreased despite the contribution of Nidec Seimitsu Corporation for the full fiscal year whereas Nidec Seimitsu’s net sales were included only after our acquisition in July 2011 for the previous fiscal year. Nidec Seimitsu’s net sales for the three months ended June 30, 2012 were approximately ¥3,400 million. Net sales of other small precision motors for this fiscal year also reflected the contribution of SCD Co., Ltd., which we acquired through Nidec Sankyo Corporation in the three months ended March 31, 2013. With respect to Nidec Corporation and its direct-line subsidiaries, sales of other small precision brushless DC motors for this fiscal year decreased approximately 10% compared to the previous fiscal year. This decrease was mainly due to an approximately 11% decrease in the number of units sold and an approximately 3%decrease in the average unit price on a U.S. dollar basis for this fiscal year compared to the previous fiscal year. Sales of brushless DC fans at Nidec Corporation and its direct-line subsidiaries for this fiscal year increased approximately 6% compared to the previous fiscal year. This was mainly due to an approximately 13% increase in the average unit price on a U.S. dollar basis although the number of units sold decreased approximately 11% for this fiscal year compared to the previous fiscal year.
Operating income of small precision motors decreased 58.2% to ¥22,678 million for this fiscal year compared to the previous fiscal year. This was mainly due to expenses incurred in connection with streamlining our business structure and other adjustments, in addition to the decrease in sales and the negative effect of our declining operation rate.
Automotive, appliance, commercial and industrial products-
Yen in millions | |||||
Year ended March 31, 2013 | Year ended March 31, 2012 | Increase or decrease | Increase or decrease ratio | ||
Net sales of automotive, appliance, commercial and industrial products | 248,464 | 208,529 | 39,935 | 19.2% | |
Appliance, commercial and industrial products | 161,794 | 124,200 | 37,594 | 30.3% | |
Automotive products | 86,670 | 84,329 | 2,341 | 2.8% | |
Operating income of automotive, appliance, commercial and industrial products | 2,678 | 9,375 | (6,697) | (71.4)% | |
Note: Starting in this fiscal year, the “general motors” product category has been renamed as “automotive, appliance, commercial and industrial products” and the automotive components that were previously included in the “other” product category have been reclassified to the “automotive, appliance, commercial and industrial products” product category. To enable comparisons between periods, previously reported amounts have been reclassified. |
Net sales of automotive, appliance, commercial and industrial products increased 19.2% to ¥248,464 million for this fiscal year compared to the previous fiscal year.
Net sales of appliance, commercial and industrial products for this fiscal year increased 30.3% compared to the previous fiscal year primarily due to approximately ¥36,400 million of aggregate sales at Nidec ASI S.p.A., Avtron Industrial Automation, Inc. and Kinetek Group, Inc. which were newly consolidated in this fiscal year.
Net sales of automotive products for this fiscal year increased 2.8% compared to the previous fiscal year. Within the automotive products category, sales of automotive motors for electric power steering by Nidec Corporation and its direct-line subsidiaries for this fiscal year increased approximately 13% compared to the previous fiscal year mainly as a result of our efforts to expand our customer base and an increase in sales to our existing customers.
Operating income of automotive, appliance, commercial and industrial products decreased 71.4% to ¥2,678 million for this fiscal year compared to the previous fiscal year mainly due to expenses incurred in connection with streamlining our business structure and other adjustments as well as an increase in investment costs relating to research and development operations.
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Machinery-
Yen in millions | ||||
Year ended March 31, 2013 | Year ended March 31, 2012 | Increase or decrease | Increase or decrease ratio | |
Net sales of machinery | 63,526 | 64,904 | (1,378) | (2.1)% |
Operating income of machinery | 7,014 | 6,644 | 370 | 5.6% |
Net sales of machinery decreased 2.1% to ¥63,526 million for this fiscal year compared to the previous fiscal year mainly due to a decrease in sales of LCD panel handling robots at Nidec Sankyo.
Operating income of machinery increased 5.6% to ¥7,014 million for this fiscal year compared to the previous fiscal year.
Electronic and optical components-
Yen in millions | ||||
Year ended March 31, 2013 | Year ended March 31, 2012 | Increase or decrease | Increase or decrease ratio | |
Net sales of electronic and optical components | 69,188 | 69,377 | (189) | (0.3)% |
Operating income (loss) of electronic and optical components | (8,465) | 7,252 | (15,717) | - |
Note: Starting in this fiscal year, the motor application products that were previously included in the “electronic and optical components” product category have been reclassified to the “small precision motors” product category. To enable comparisons between periods, previously reported amounts have been reclassified. |
Net sales of electronic and optical components decreased 0.3% to ¥69,188 million for this fiscal year compared to the previous fiscal year due to a decrease in sales at Nidec Copal Electronics which mainly reflected weak investments in the semiconductor manufacturing equipment, pneumatic and information-communication industries, partially offset by increased sales at Nidec Copal (after adjustments for discontinued operations) and increased sales at Nidec Sankyo. The sales increase at Nidec Copal mainly reflected stronger demand for lenses and other components for single-lens digital cameras, which was partially offset by a decrease in sales of components for compact digital cameras. The sales increase at Nidec Sankyo mainly reflected the positive impact of newly consolidated subsidiaries.
We recorded ¥8,465 million of operating loss on electronic and optical components for this fiscal year. This mainly reflected significant declines in the operation rates and the capacity utilization rates of Nidec Copal’s manufacturing facilities due to rapidly declining demand for its products during the second half of this fiscal year as well as expenses incurred by Nidec Copal in connection with streamlining its business structure and other adjustments. The decrease in operating income of electronic and optical components also reflected the lower sales at Nidec Copal Electronics and expenses incurred by Nidec Copal Electronics in connection with streamlining its business structure and other adjustments.
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Other products-
Yen in millions | ||||
Year ended March 31, 2013 | Year ended March 31, 2012 | Increase or decrease | Increase or decrease ratio | |
Net sales of other products | 8,368 | 8,073 | 295 | 3.7% |
Operating income of other products | 893 | 1,011 | (118) | (11.7)% |
Note: Starting in this fiscal year, the automotive products that were previously included in the “other” product category have been reclassified to the “automotive, appliance, commercial and industrial products” product category. To enable comparisons between periods, previously reported amounts have been reclassified. |
Net sales of other products increased 3.7% to ¥8,368 million and operating income of other products decreased 11.7% to ¥893 million for this fiscal year compared to the previous fiscal year.
Consolidated Operating Results for the Three Months Ended March 31, 2013 (“this 4Q”), Compared to the Three Months Ended December 31, 2012 (“this 3Q”)
Yen in millions | ||||
Three months ended March 31, 2013 | Three months ended December 31, 2012 | Increase or decrease | Increase or decrease ratio | |
Net sales | 186,060 | 169,670 | 16,390 | 9.7% |
Operating income (loss) | (25,399) | 1,303 | (26,702) | - |
Income (loss) from continuing operations before income taxes | (24,409) | 1,259 | (25,668) | - |
Net income (loss) attributable to Nidec Corporation | (19,095) | 894 | (19,989) | - |
Consolidated net sales increased 9.7% to ¥186,060 million for this 4Q compared to this 3Q. We recorded ¥25,399 million of operating loss for this 4Q, compared to operating income of ¥1,303 million for this 3Q. The average exchange rate between the Japanese yen and the U.S. dollar for this 4Q was ¥92.42 to the dollar, which reflected a depreciation of the Japanese yen against the U.S. dollar of ¥11.25, or approximately 14%, compared to this 3Q. The average exchange rate between the Japanese yen and the Euro for this 4Q was ¥122.04 to the Euro, which reflected a depreciation of the Japanese yen against the Euro of ¥16.79, or approximately 16%, compared to this 3Q. The depreciation of the Japanese yen and other Asian currencies against the U.S. dollar and the Euro had a positive effect on our net sales of approximately ¥18,900 million as well as on our operating income of approximately ¥2,200 million for this 4Q compared to this 3Q.
We had a loss on continuing operations before income taxes of 24,409 million for this 4Q. We recorded approximately ¥1,000 million of foreign exchange gain for this 4Q compared to approximately ¥900 million of foreign exchange gain for this 3Q. Net loss attributable to Nidec Corporation for this 4Q was ¥19,095 million.
Our consolidated operating results for prior periods up to and including this 3Q have been retroactively adjusted to reflect our valuation of the fair values of the assets acquired and the liabilities assumed upon the acquisition of Nidec ASI S.p.A., Avtron Industrial Automation, Inc. and Kinetek Group, Inc.We completed our valuation of such assets and liabilities during this 4Q.
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Operating Results by Product Category for This 4Q Compared to This 3Q
For the calculation of a unit price on a U.S. dollar basis for a quarterly reporting period, each amount used for the calculation has been obtained by subtracting from the relevant amount for the cumulative interim period up to and including the quarter since the beginning of the fiscal year the relevant amount for the cumulative interim period up to and including the quarter immediately preceding the quarter since the beginning of the fiscal year. The unit price on a U.S. dollar basis has been obtained by first dividing the amount of net sales on a Japanese yen basis by the number of units sold for the relevant quarter, and then applying the average exchange rate for the relevant quarter to the resulting quotient. Accordingly, the unit price on a U.S. dollar basis so obtained may differ from the contracted unit price on a U.S. dollar basis particularly in the event of rapid and significant fluctuations in the relevant exchange rate.
Small precision motors-
Yen in millions | |||||
Three months ended March 31, 2013 | Three months ended December 31, 2012 | Increase or decrease | Increase or decrease ratio | ||
Net sales of small precision motors | 76,759 | 74,513 | 2,246 | 3.0% | |
Hard disk drives spindle motors | 39,887 | 36,935 | 2,952 | 8.0% | |
Other small precision motors | 36,872 | 37,578 | (706) | (1.9)% | |
Operating income (loss) of small precision motors | (11,943) | 2,575 | (14,518) | - |
Net sales of small precision motors increased 3.0% to ¥76,759 million for this 4Q compared to this 3Q. The depreciation of the Japanese yen against the U.S. dollar had a positive impact of approximately ¥8,100 million on the sales of our small precision motors for this 4Q.
Net sales of spindle motors for HDDs for this 4Q increased ¥2,952 million, or 8.0%, compared to this 3Q. The number of units sold of spindle motors for HDDs for this 4Q decreased approximately 10% compared to this 3Q. The average unit price of spindle motors for HDDs on a Japanese yen basis for this 4Q increased approximately 20% compared to this 3Q mainly due to the 14% depreciation of the Japanese yen against the U.S. dollar and an approximately 5% increase in the average unit price on a U.S. dollar basis. The number of units sold of spindle motors for 2.5-inch HDDs and 3.5-inch HDDs for this 4Q decreased approximately 14% and 5%, respectively, compared to this 3Q. The sales of spindle motors for 2.5-inch HDDs and 3.5-inch HDDs for this 4Q increased approximately 4% and 13%, respectively, compared to this 3Q.
Net sales of other small precision motors for this 4Q decreased ¥706 million, or 1.9%, compared to this 3Q. This decrease was mainly due to lower sales at Nidec Sankyo and Nidec Seimitsu. Sales of other small precision brushless DC motors at Nidec Corporation and its direct-subsidiaries for this 4Q increased approximately 13% compared to this 3Q. The average unit price on a U.S. dollar basis increased approximately 2% and the number of units sold decreased approximately 3% for this 4Q compared to this 3Q. Sales of brushless DC fans at Nidec Corporation and its direct-line subsidiaries for this 4Q increased approximately 9% compared to this 3Q. The average unit price on a U.S. dollar basis increased approximately 5% and the number of units sold decreased approximately 8% for this 4Q compared to this 3Q.
We recorded a ¥11,943 million of operating loss on small precision motors for this 4Q mainly due to expenses incurred in connection with streamlining our business structure and other adjustments as well as the decrease in sales except the impact of the 14% depreciation of Japanese yen against U.S. dollar for this 4Q compared to this 3Q.
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Automotive, appliance, commercial and industrial products-
Yen in millions | |||||
Three months ended March 31, 2013 | Three months ended December 31, 2012 | Increase or decrease | Increase or decrease ratio | ||
Net sales of automotive, appliance, commercial and industrial products | 74,226 | 61,605 | 12,621 | 20.5% | |
Appliance, commercial and industrial products | 50,836 | 41,422 | 9,414 | 22.7% | |
Automotive products | 23,390 | 20,183 | 3,207 | 15.9% | |
Operating income (loss) of automotive, appliance, commercial and industrial products | (2,990) | 741 | (3,731) | - |
Net sales of automotive, appliance, commercial and industrial products increased 20.5% to ¥74,226 million for this 4Q compared to this 3Q.
Net sales of appliance, commercial and industrial products for this 4Q increased 22.7% compared to this 3Q mainly due to increases in sales at Nidec Motor and Nidec Techno Motor, which mainly reflected seasonal increases in demand for such products, and the contribution of Kinetek Group. Inc., which was newly consolidated in November 2012.
Net sales of automotive products for this 4Q increased 15.9% compared to this 3Q. This increase was mainly due to an increase in sales at Nidec Corporation and its direct-subsidiaries to the existing customers and an increase in sales at Nidec Motors & Actuators for this 4Q compared to this 3Q.
We recorded ¥2,990 million of operating loss on automotive, appliance, commercial and industrial products for this 4Q mainly due to expenses incurred in connection with streamlining our business structure and other adjustments.
Machinery-
Yen in millions | ||||
Three months ended March 31, 2013 | Three months ended December 31, 2012 | Increase or decrease | Increase or decrease ratio | |
Net sales of machinery | 17,027 | 15,233 | 1,794 | 11.8% |
Operating income of machinery | 910 | 2,015 | (1,105) | (54.8)% |
Net sales of machinery increased 11.8% to ¥17,027 million for this 4Q compared to this 3Q mainly due to an increase in sales at Nidec Minster Corporation.
Operating income of machinery decreased 54.8% to ¥910 million for this 4Q compared to this 3Q mainly due to expenses incurred in connection with streamlining our business structure and other adjustments.
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Electronic and optical components-
Yen in millions | ||||
Three months ended March 31, 2013 | Three months ended December 31, 2012 | Increase or decrease | Increase or decrease ratio | |
Net sales of electronic and optical components | 15,704 | 16,057 | (353) | (2.2)% |
Operating income (loss) of electronic and optical components | (9,454) | (2,092) | (7,362) | - |
Net sales of electronic and optical components decreased 2.2% to ¥15,704 million for this 4Q compared to this 3Q mainly due to a decrease in sales at Nidec Copal Electronics to customers in the information communications and broadcasting equipment industries.
We recorded ¥9,454 million of operating loss on electronic and optical components for this 4Q. This mainly reflected the decrease in sales at Nidec Copal Electronics, significant declines in the operation rates and capacity utilization rates of our manufacturing facilities, and the expenses incurred in connection with streamlining our business structure and other adjustments.
Other products-
Yen in millions | ||||
Three months ended March 31, 2013 | Three months ended December 31, 2012 | Increase or decrease | Increase or decrease ratio | |
Net sales of other products | 2,344 | 2,262 | 82 | 3.6% |
Operating income of other products | 219 | 229 | (10) | (4.4)% |
Net sales of other products increased 3.6% to ¥2,344 million for this 4Q compared to this 3Q.
Operating income of other products decreased 4.4% to ¥219 million for this 4Q compared to this 3Q.
(2) Financial Position
As of March 31, 2013 | As of March 31, 2012 | Increase or decrease | |
Total assets (million) | ¥1,004,852 | ¥800,401 | ¥204,451 |
Total liabilities (million) | 551,385 | 374,790 | 176,595 |
Nidec Corporation shareholders’ equity (million) | 415,502 | 370,182 | 45,320 |
Interest-bearing debt (million) *1 | 312,697 | 188,518 | 124,179 |
Net interest-bearing debt (million) *2 | ¥119,277 | ¥58,228 | ¥61,049 |
Debt ratio (%) *3 | 31.1 | 23.6 | 7.5 |
Debt to equity ratio (“D/E ratio”) (times) *4 | 0.75 | 0.51 | 0.24 |
Net D/E ratio (times) *5 | 0.29 | 0.16 | 0.13 |
Nidec Corporation shareholders’ equity to total assets (%) | 41.3 | 46.2 | (4.9) |
Notes:
*1: The sum of “short-term borrowings,” “current portion of long-term debt” and “long-term debt” in our consolidated balance sheet, including convertible bonds
*2: “Interest-bearing debt” less “cash and cash equivalents”
*3: “Interest-bearing debt” divided by “total assets”
*4: “Interest-bearing debt” divided by “Nidec Corporation shareholders' equity”
*5: “Net interest-bearing debt” divided by “Nidec Corporation shareholders' equity”
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Total assets increased approximately ¥204,500 million to ¥1,004,852 million as of March 31, 2013 compared to March 31, 2012. This increase was primarily due to an increase of approximately ¥63,100 million in cash and cash equivalents, an increase of approximately ¥52,400 million in goodwill, an increase of approximately ¥47,100 million in property, plant and equipment, and an increase of approximately ¥42,000 million in other non-current assets.
Total liabilities increased approximately ¥176,600 million to ¥551,385 million as of March 31, 2013 compared to March 31, 2012. Our current portion of long-term debt increased approximately ¥133,000 million to approximately ¥133,600 million as of March 31, 2013 compared to March 31, 2012. Our long-term debt increased approximately ¥45,000 million to approximately ¥146,300 million as of March 31, 2013 compared March 31, 2012. On the other hand, our short-term borrowings decreased approximately ¥53,800 million to approximately ¥32,800 million as of March 31, 2013 compared to March 31, 2012.
As a result, our net interest-bearing debt increased approximately ¥61,000 million to approximately ¥119,300 million as of March 31, 2013 compared to March 31, 2012. Our debt ratio increased to 31.1% as of March 31, 2013 from 23.6% as of March 31, 2012. Our debt to equity ratio was 0.75 as of March 31, 2013 compared to 0.51 as of March 31, 2012. Our net debt to equity ratio was 0.29 as of March 31, 2013 compared to 0.16 as of March 31, 2012.
As of March 31, 2013, the current portion of long-term debt increased approximately ¥133,000 million compared to March 31, 2012 mainly as a result of the reclassification of the euro yen convertible bonds with stock acquisition rights due 2015 from long-term liability to current liability, as the convertible bonds will become redeemable at the option of holders of the bonds within one year. In addition, our long-term debt increased approximately ¥45,000 million due to borrowings of €240 million and $500 million obtained from Japanese financial institutions to which credit lines were extended to fund acquisition transactions under a special facility established by the Japan Bank for International Cooperation in response to the appreciating Japanese yen, and due to the issuance of ¥100,000 million aggregate principal amount of unsecured straight bonds (the three tranches of which rank pari passu with one another).
Nidec Corporation shareholders’ equity increased approximately ¥45,300 million to ¥415,502 million as of March 31, 2013 compared to March 31, 2012. The increase in Nidec Corporation shareholders’ equity mainly reflected the positive impact of foreign currency translation adjustments of approximately ¥60,400 million as of March 31, 2013 compared to March 31, 2012. On the other hand, our treasury stock decreased approximately ¥14,600 million due to repurchases of shares of our common stock (representing 3.51% of our shares issued and outstanding) for the fiscal year ended March 31, 2013, which were partially offset by the treasury shares (representing 2.19% of our shares issued and outstanding) used in the share exchange transaction to make Nidec Sankyo a wholly owned subsidiary. In addition, our retained earnings decreased approximately ¥4,100 million compared to March 31, 2012. Nidec Corporation shareholders' equity to total assets decreased to 41.3% as of March 31, 2013 from 46.2% as of March 31, 2012.
In connection with our acquisition of Nidec Minster Corporation, Nidec ASI S.p.A., Avtron Industrial Automation, Inc., SCD Co., Ltd. ,Kinetek Group, Inc., and Nidec Kaiyu Auto Electric (Jiangsu) Co., Ltd. in the fiscal year ended March 31, 2013, we recorded approximately ¥163,300 million in assets in the aggregate, including approximately ¥49,100 million in goodwill, and approximately ¥42,400 million in liabilities in the aggregate, including approximately ¥11,900 million in trade notes and accounts payable. We are currently evaluating the fair values of the assets acquired and the liabilities assumed upon the acquisitions of SCD Co., Ltd. and Nidec Kaiyu Auto Electric (Jiangsu) Co., Ltd. These assets and liabilities have been recorded on our consolidated balance sheet based on preliminary management estimation as of March 31, 2013.
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Overview of Cash Flow-
(Yen in millions) | ||||
For the year ended March 31 | Increase or decrease | |||
2013 | 2012 | |||
Net cash provided by operating activities | ¥110,286 | ¥56,712 | ¥53,574 | |
Net cash used in investing activities | (133,854) | (19,918) | (113,936) | |
Free cash flow *1 | (23,568) | 36,794 | (60,362) | |
Net cash provided by (used in) financing activities | ¥61,117 | ¥(814) | ¥61,931 | |
Note: *1: To supplement our statements of cash flows presented on a GAAP basis, we use non-GAAP measures of cash flows to analyze cash flows generated from our operations. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to net income as an indicator of our performance, or as an alternative to cash flows from operating activities as a measure of liquidity. Our free cash flow is the sum of “net cash flow from operating activities” and “net cash flow from investing activities.” |
Cash flows from operating activities for the fiscal year ended March 31, 2013 ("this fiscal year") were a net cash inflow of ¥110,286 million. Compared to the fiscal year ended March 31, 2012 ("the previous fiscal year"), our cash inflow from operating activities for this fiscal year increased approximately ¥53,600 million. This increase was mainly due to the positive impact of approximately ¥84,200 million of net changes in operating assets and liabilities which consisted of a decrease of approximately ¥82,400 million in operating assets and an increase of approximately ¥1,800 million in operating liabilities. On the other hand, our consolidated net income decreased approximately ¥37,400 million for this fiscal year compared to the previous fiscal year.
Cash flows from investing activities for this fiscal year were a net cash outflow of ¥133,854 million. Compared to the previous fiscal year, our net cash outflow from investing activities for this fiscal year increased approximately ¥113,900 million mainly due to an increase in acquisitions of business, net of cash acquired, of approximately ¥85,100 million and an increase in additional purchases of property, plant and equipment of approximately ¥19,900 million. In addition, our insurance proceeds related to property, plant and equipment damaged in flood decreased approximately ¥19,900 million for this fiscal year compared to the previous fiscal year.
As a result, we had a negative free cash flow of ¥23,568 million for this fiscal year compared to a positive free cash flow of ¥36,794 million for the previous fiscal year.
Cash flows from financing activities for this fiscal year were a net cash inflow of ¥61,117 million. Compared to the previous fiscal year, our net cash inflow from financing activities for this fiscal year increased approximately ¥61,900 million. For this fiscal year, we had ¥100,000 million in proceeds from issuance of corporate bonds and approximately ¥71,300 million in proceeds from issuance of long-term debt, which were partially offset by a net decrease in short-term borrowings of approximately ¥78,300 million and an increase in repurchases of treasury stock of approximately ¥21,100 million.
As a result of the foregoing and the impact of foreign exchange fluctuations, the balance of cash and cash equivalents as of March 31, 2013 was ¥193,420 million, an increase of approximately ¥63,100 million from March 31, 2012.
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Reference:
As of March 31, 2013 | As of March 31, 2012 | As of March 31, 2011 | As of March 31, 2010 | As of March 31, 2009 | |
Shareholders’ equity to total assets | 41.3% | 46.2% | 47.5% | 49.1% | 42.3% |
Total market value of Nidec's shares (*1) (*4) to total assets | 75.5% | 128.9% | 133.3% | 201.5% | 87.2% |
Interest-bearing liabilities (*2) to net cash provided by operating activities | 2.8 | 3.3 | 1.9 | 1.3 | 3.4 |
Interest coverage ratio (*3) | 279.2 | 173.4 | 223.3 | 127.6 | 46.0 |
Notes:
*1. Total market value of Nidec’s shares to total assets is a non-GAAP measure. Total market value is calculated as the closing stock price at fiscal year end multiplied by the number of shares issued at fiscal year end (excluding treasury stock).
*2. Interest-bearing liabilities: Total amount of “short-term borrowings”, “current portion of long-term debt” and “long-term debt” in the consolidated balance sheet
*3. Interest coverage ratio: Net cash provided by operating activities divided by “interest payments” during a fiscal year
*4: To supplement our balance sheets presented on a GAAP basis, we use a non-GAAP measure of balance sheets to analyze our operational balance sheets. The presentation of a non-GAAP measure is not meant to be considered in isolation or as an alternative to net income as an indicator of our performance, or as an alternative to any balance sheet figures as a measure of financial position.
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(3) Business Forecasts for the Fiscal Year ending March 31, 2014
The recent global economic trends have been such that a gradual and sustained recovery from the prolonged recession may be expected although the risks relating to Europe as well as China and other newly emerging countries need to be closely monitored, and a cautious attitude that the emerging upward trends in Japan and the United States may be exaggerated by optimistic expectations should be maintained.
Under these circumstances, we aim to improve our profitability through efforts to enhance and expand our business portfolio and realize the intended benefits of the measures to streamline our business structure, which we began to implement in the fiscal year ended March 31, 2013, so as to achieve the goals set forth in our new medium-term business strategy.
Set forth below are our business performance forecasts prepared in light of and subject to our current assumptions and uncertainties. See the “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this report.
Forecast of consolidated results for the fiscal year ending March 31, 2014
Net sales | ¥800,000 million | (Up 12.8% from the previous fiscal year) |
Operating income | ¥70,000 million | (Up 297.1% from the previous fiscal year) |
Income from continuing operations before income taxes | ¥68,000 million | (Up 406.4% from the previous fiscal year) |
Net income attributable to Nidec Corporation | ¥50,000 million | (Up 525.2% from the previous fiscal year) |
Forecast of consolidated results for the six months ending September 30, 2013
Net sales | ¥380,000 million | (Up 7.5% from the same period of the previous fiscal year) |
Operating income | ¥30,000 million | (Down 28.1% from the same period of the previous fiscal year) |
Income from continuing operations before income taxes | ¥29,000 million | (Down 20.7% from the same period of the previous fiscal year) |
Net income attributable to Nidec Corporation | ¥21,000 million | (Down 19.8% from the same period of the previous fiscal year) |
Note:
The exchange rates used for the preparation of the foregoing forecasts are US$1 = ¥95 and €1 = ¥125. The exchange rates between the relevant Asian currencies and the Japanese yen used for the preparation of the foregoing forecasts were determined assuming these exchange rates.
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(4) Dividend Policy
We uphold shareholder-oriented management and pursue high growth, high profitability and high share value to build long-term, sustainable growth in shareholder value. We seek to lay out our vision for the future on a regular and timely basis to keep stakeholders informed of how we intend to respond to changing opportunities and challenges as we continue to strive to succeed in our endeavors. Placing importance on regular dividend payments, we seek to increase our dividend payout to around 30% of our consolidated net income and use reserves to reinforce our management structure, expand our business horizons, and eventually to improve our profitability and shareholder value.
We have determined the year-end dividend to be ¥40.0 per share for the fiscal year ended March 31, 2013, ¥5.0 per share higher than previously announced. For the fiscal year ended March 31, 2013, in addition to the interim dividend of ¥45.0 per share already paid, we intend to pay a year-end dividend of ¥40.0 per share, an increase of ¥5.0 per share from the amount previously announced. As a result, together with the interim dividend of ¥45.0 per share, the full-year dividend will be ¥85.0 per share. The dividend payout ratio, which is obtained by dividing dividend declared for the year by net income attributable to Nidec Corporation, for this fiscal year is approximately 143.17%.
Our current dividend forecast for the year ending March 31, 2014 is a full-year dividend of ¥85.0 per share (an interim dividend of ¥40.0 per share and a year-end dividend of ¥45.0 per share). Based on this forecast of the interim, year-end and full-year dividends per share, the dividend payout ratio for the fiscal year ending March 31, 2014 that we are aiming to achieve is 22.90%.
(5) Risk Factors
The significant risks relating to our business that we are recognized as of March 31, 2013 included those relating to:
•
concentration of sales in a small number of customers,
•
our dependence on the computer industry,
•
our dependence on the hard disc drive market,
•
geographical concentration of facilities (Because our facilities are concentrated in a limited number of locations, disruptions in one or more of those locations could have a material adverse impact on our business operations.),
•
downward pricing pressure,
•
our third party suppliers,
•
competition,
•
commercializing customized products,
•
product defects,
•
our dependence on production and sales in developing countries,
•
the incomparability of our quarterly operating results,
•
our advanced planning for production and inventory,
•
our M&A strategy,
•
our growth placing strains on management and operational and financial resources,
•
our dependence on our founder, President and CEO, Mr. Shigenobu Nagamori,
•
our failure to achieve our corporate objectives or business strategies,
•
our reliance on monthly financial data from operating segments not prepared on a U.S. GAAP basis,
•
legal and regulatory compliance,
•
our internal controls over financial reporting,
•
patents and other intellectual property rights,
•
leaks of confidential information,
•
hiring and retention of qualified personnel,
•
our pension plans,
•
impairment of goodwill and long-lived assets,
•
uncertainties relating to deferred tax assets,
•
foreign exchange fluctuations,
•
interest rate fluctuations,
•
unexpected drastic declines in the global economies,
•
our ability to collect on our accounts receivable,
•
stock value fluctuations,
•
our access to liquidity and capital,
•
natural disasters and other events over which we have little or no control, including the recent flooding in Thailand and subsequent events, and
•
a substantial number of our shares of common stock being eligible for future sale.
The foregoing risk factors were identified based on information available at the time of this announcement, and do not contain all of the information that may be important to you. For more information about the significant risks and other key factors that should be considered, please see our annual report on Form 20-F, reports on Form 6-K and other current disclosures that we have publicly released.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended) about Nidec Corporation and its group companies (the "Nidec Group"). These forward-looking statements are based on the current expectations, assumptions, estimates and projections of the Nidec Group in light of the information currently available to it. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "may," "will," "expect," "anticipate," "estimate," "intend," "plan," "forecast" or similar words. These statements discuss future expectations, identify strategies, contain projections of the results of operations or financial condition of the Nidec Group, or state other forward-looking information. Known and unknown risks, uncertainties and other factors could cause the actual results to differ materially from those contained in any forward-looking statement. The Nidec Group cannot promise that the expectations expressed in these forward-looking statements will prove to be correct. Actual results could be materially different from and worse than the Nidec Group’s expectations as a result of certain factors, including, but not limited to, (i) general economic conditions in the computer, information technology, home appliance, industrial and commercial machinery and equipment, automobile and related product markets, particularly levels of consumer spending, (ii) the effectiveness of our measures designed to streamline our business structure and the impact of expenses relating to streamlining our business structure, (iii) the Nidec Group’s ability to design, develop, mass produce and win acceptance of its products, (iv) exchange rate fluctuations, particularly between the Japanese yen and the U.S. dollar, the Euro and other currencies in which the Nidec Group makes significant sales or in which the Nidec Group’s assets and liabilities are denominated, (v) the Nidec Group’s ability to acquire and successfully integrate companies with complementary technologies and product lines, including, but not limited to, Nidec Motor Corporation, Nidec Seimitsu Corporation, Nidec Minster Corporation, Nidec ASI S.p.A., Nidec Sankyo Corporation, Avtron Industrial Automation Inc., SCD Co., Ltd., Kinetek Group, Inc. and Nidec Kaiyu Auto Electric (Jiangsu) Co., Ltd., (vi) adverse changes in laws, regulations or economic policies in any of the jurisdictions where the Nidec Group has manufacturing or other operations, and (vii) direct and indirect impact of the floods in Thailand.
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2. The Nidec Group
The Nidec Group is comprised of Nidec Corporation, 232 consolidated subsidiaries and 5 affiliated companies.
We prepare our consolidated financial statements in accordance with U.S. GAAP, and our scope of consolidation is determined in accordance with U.S. GAAP. Our segments comprise a total of 14 reportable segments in accordance with the Accounting Standards Codification No. 280, “Segment Reporting.” Operating segments are components of an enterprise regularly used by the enterprise’s top decision-makers in making business decisions and assessing performance. Reportable segments consist of one or more operating segments aggregated on the basis of economic similarity and materiality.
Our reportable segments are as follows.
TheNidec Corporation segment comprises Nidec Corporation in Japan, which primarily develops and sells hard disk drive motors, DC motors, fan motors, and automotive products.
TheNidec Electronics (Thailand) segment comprises Nidec Electronics (Thailand) Co., Ltd. in Thailand and its consolidated subsidiaries as well as other subsidiaries in Asia that are manufacturers of hard disk drive parts, which primarily produce and sell hard disk drive motors.
TheNidec (Zhejiang) segment comprises Nidec (Zhejiang) Corporation, a subsidiary in China, which primarily produces and sells hard disk drive motors.
TheNidec (Dalian) segment comprises Nidec (Dalian) Limited, a subsidiary in China, which primarily produces and sells DC motors and fan motors, but excludes its automotive product business.
TheNidec Singapore segment comprises Nidec Singapore Pte. Ltd. in Singapore and its consolidated subsidiaries, which primarily sell hard disk drive motors, DC motors, and fan motors.
TheNidec (H.K.) segment comprises Nidec (H.K.) Co., Ltd., a subsidiary in Hong Kong, and its consolidated subsidiaries, which primarily sell hard disk drive motors, DC motors and fan motors.
TheNidec Philippines segment comprises Nidec Philippines Corporation in the Philippines and its consolidated subsidiaries, which primarily produce and sell hard disk drive motors.
TheNidec Sankyo segment comprises Nidec Sankyo Corporation in Japan and its consolidated subsidiaries, which primarily produce and sell DC motors, machinery, and electronic components.
TheNidec Copal segment comprises Nidec Copal Corporation in Japan and its consolidated subsidiaries, which primarily produce and sell electronic and optical components, and machinery.
TheNidec Tosok segment comprises Nidec Tosok Corporation in Japan and its consolidated subsidiaries, which primarily produce and sell automobile parts.
TheNidec Copal Electronics segment comprises Nidec Copal Electronics Corporation in Japan and its consolidated subsidiaries, which primarily produce and sell electronic components.
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TheNidec Techno Motor segment comprises Nidec Techno Motor Corporation in Japan and its consolidated subsidiaries, which primarily produce and sell commercial and industrial products.
TheNidec Motor segment comprises Nidec US Holdings Corporation in U.S.A and its consolidated subsidiaries including Nidec Motor Corporation in Japan and other subsidiaries in North America, South America, Asia and Europe, which primarily produce and sell appliance, commercial and industrial products. Starting in the fiscal year ended March 31, 2013, this segment includes Nidec ASI S.p.A., Kinetek Group, Inc. and Avtron Industrial Automation Inc.
TheNidec Motors & Actuators segment comprises Nidec Motors & Actuators in France and other subsidiaries of Europe, North America and China, which primarily produce and sell automotive products.
The All Others segment comprises subsidiaries that are operating segments but not designated as reportable segments due to their immateriality.
We aim to become the world’s No. 1 comprehensive motor manufacturer and operate under the fundamental management policy focusing on motors and other drive technology products as well as products, equipment, parts and components that incorporate drive technologies. Our core product categories include: "small precision motors," "automotive, appliance, commercial and industrial products," "machinery," "electronic and optical components" and "others." Our principal business activities in each of these product categories are carried out in the areas of product development, manufacturing and sales, distribution and other services both in Japan and overseas.
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The business activities of Nidec Corporation and the Nidec Group’s principal consolidated subsidiaries are as follows:
Product Category | Principal Companies | |
Small precision motors | Spindle motors for HDDs | Nidec Corporation Nidec Electronics (Thailand) Co., Ltd. Nidec Philippines Corporation Nidec (Zhejiang) Corporation Nidec (H.K.) Co., Ltd. Nidec Singapore Pte. Ltd. |
Other small precision motors | Nidec Corporation Nidec Sankyo Corporation Nidec (H.K.) Co., Ltd. Nidec (Dong Guan) Limited Nidec Servo Corporation Nidec (Dalian) Limited Nidec Seimitsu Corporation Nidec Copal Corporation | |
Automotive, appliance, commercial and industrial products | Appliance, commercial and industrial products | Nidec Motor Corporation Nidec ASI S.p.A. Kinetek Group, Inc. Nidec Techno Motor Corporation Nidec Shibaura (Zhejiang) Co., Ltd. |
Automotive products | Nidec Corporation Nidec Tosok Corporation Nidec Tosok (Vietnam) Co., Ltd. Nidec Motors & Actuators (Germany) GmbH Nidec Electronics GmbH Nidec Automotive Motor (Zhejiang) Corporation Nidec (Dalian) Limited | |
Machinery | Nidec Sankyo Corporation Nidec-Shimpo Corporation Nidec-Read Corporation Nidec Copal Corporation | |
Electronic and optical components | Nidec Copal Corporation Nidec Copal Electronics Corporation Nidec Sankyo Corporation | |
Others | Nidec Logistics Corporation |
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3. Management Policies
(1) Basic management policies
We aim to become the world’s No. 1 comprehensive motor manufacturer and maximize shareholder value and meet the expectations of shareholders by achieving higher growth, profit and stock prices, over the long-term. We seek to uphold the following three management goals and principles:
1.
Provide employment opportunities based on healthy business growth,
2.
Supply universally desired, indispensable products for the common good, and
3.
Pursue the No. 1 position in all that we undertake.
(2) Management targets
We have launched a new medium-term strategic target, pursuant to which we aim to achieve a target sales level of ¥1.2 trillion in the fiscal year ending March 31, 2015. As targets relating to profitability, we also aim to achieve an operating income ratio of 15% and an ROE (return on equity) of 15%.
(3) The Nidec Group’s mid- to long-term business strategies
To achieve the targets set forth in our new medium-term strategic target, the Nidec Group, acting based on “its organic growth strategy” and “M&A strategy,” seeks to enhance and expand our business portfolio and achieve more uniformity among the group companies.
We plan to shift as promptly as possible from our current business portfolio consisting primarily of small precision motors to an improved and expanded business portfolio consisting of four core business lines—“small precision motors,” “appliance, commercial and industrial motor products,” “automotive products” and “other products.” As part of this plan, during the fiscal year ended March 31, 2013, we launched a business enhancement system through which we aim to promote a market-oriented approach for each area of operation particularly in terms of formulating new strategic ideas and operational implementation. In addition, during the fiscal year ending March 31, 2014, with the establishment of a global business promotion division, we intend to endeavor to become a company that will continue to grow 100 years from now by seeking to achieve synergies among the group companies in the global market and accelerate growth through the enhancement and expansion of our business portfolio.
1. Global organic growth strategy
Taking advantage of the recent global trend favoring environmentally-friendly regulatory policies applicable to motors, we aim to create new products using the motor and related technologies that we have developed over the years and cultivate new markets, while establishing a global manufacturing, sales, and research and development network, with a focus on newly emerging markets.
1) We seek to stimulate demand for new small precision motor products to make up for the decreasing demand for such products due to diversifying mobile devices and declining sales of notebook PCs. We aim to further enhance the technological advantages of high-capacity HDDs for data storage and develop new and innovative technologies that can meet the market’s demand for larger HDD capacity and new HDD application, smaller and thinner HDD products, and multiple applications. In addition, we aim to further strengthen the competitiveness of our next-generation products by promoting expanded applications of fan motor (“UFF”) and other products using the fluid dynamic bearing (“FDB”) technology.
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2) We seek to accelerate the growth of our automotive product business as well as our home appliance, industrial and industrial product businesses, which are expected to become one of our major products, in response to market needs. We aim to expand our automotive motor business by establishing a three-market—North America, Europe and Asia—framework, shifting from a product line-up consisting solely of motor products to a product line-up consisting of high value-added products through system modularization, and proactively entering newly emerging markets.
With respect to the home appliance, commercial and industrial products, we seek to increase sales and improve our profitability by quickly achieving synergies between our existing operations and the operations of the three overseas companies we acquired in the fiscal year ended March 31, 2013—namely, Nidec ASI S.p.A., an Italian industrial motor manufacturer, Avtron Industrial Automation Inc., a U.S. company, and Kinetek Group, Inc., a U.S. company—and by promptly becoming able to cross-sell our and the newly acquired companies’ products.
2. M&A strategy
We plan to continue to actively seek M&A opportunities as a critical part of our growth strategy as we aim to achieve growth quickly and efficiently. In the fiscal year ended March 31, 2013, we successfully completed the acquisitions of six companies, taking advantage, among other things, of the appreciating Japanese yen during the first half of the fiscal year. Nidec Corporation acquired three manufacturers of home appliance, commercial and industrial products (Nidec ASI S.p.A., an Italian company, Avtron Industrial Automation Inc., and Kinetek Group, Inc.) and one manufacturer of automotive products (Nidec Kaiyu Auto Electric (Jiangsu) Co., Ltd. in China), while Nidec Shimpo, a subsidiary of Nidec Corporation, acquired Nidec Minster Corporation, a U.S. manufacturer of press machines, and Nidec Sankyo acquired SCD Co., Ltd., a South Korean motor and motor drive unit manufacturer.
We intend to actively seek M&A opportunities with articulated purposes, which include strengthening our market position in each of our business areas, including the automotive motor product business, which we expect to become a core business line within our business portfolio, supplementing our intra-group research and development operations, and acquiring know-how relating to low cost production.
(4) The Nidec Group’s challenges
1. Continue to enhance the corporate governance system
For the current fiscal year, we expect to have a total of three outside corporate auditors and two outside directors. The outside corporate auditors and directors have contributed to vigorous discussions in meetings of our board of directors. We aim to further enhance our corporate governance system through these measures which are designed to enable our board of directors to better perform and fulfill its obligations and other efforts.
2. Enhance globalization efforts
We consider it critical and seek to accelerate our efforts to globalize our management system and strengthen our global manufacturing, sales and product development operations in order to successfully compete in the increasingly competitive global market.
1) Globalize our management system
Rapid market globalization and intensifying competition require us to globalize our management system that enables us to promptly make decisions. We seek to enhance our management system so as to successfully compete in such market environment by hiring and training decision-makers capable of managing our operations flexibly from such global perspective, including hiring such decision-makers locally for our foreign operations.
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2) Strengthen our global sales network
As a critical part of our new medium-term strategic goal, we intend to pursue a global sales strategy where we aim to gain the largest market share in each of our business areas under the leadership of the newly established global business promotion division while making a group-wide effort to expand and enhance our global sales network.
3) Strengthen our global manufacturing operations
As part of our global manufacturing strategy, in an effort to minimize the risk of concentration of our manufacturing operations in a particular country or region, we seek to allocate our resources appropriately in various locations. Re-confirming our manufacturing philosophy that puts the highest priority on product quality, we endeavor to improve our manufacturing efficiency to the maximum extent possible and create a manufacturing network where the manufacturing sites are located in the most suitable place so as to improve our profitability.
4) Strengthen our global R&D capabilities
With respect to our global research and development efforts, we continue to pursue a project to establish a new research and development center designed to become a core component technology development facility for our global R&D strategy, where we intend to take advantage of the recent global trend favoring environmentally-friendly regulatory policies applicable to motors. We seek to meet market demand for shorter development cycles for home appliance, commercial and industrial use motors and automotive motor products, which are expected to drive our future growth, by achieving synergies with the R&D operations of Nidec Motor Corporation in the United States and the United Kingdom. We also intend to implement group-wide measures to enhance our R&D capabilities so as to be better able to offer new products and technologies. For example, due to its energy efficiency and durability, Nidec Motor’s switched reluctance motor technology is expected to be applied to a variety of products since this technology requires no permanent magnet materials. As part of our global strategy to increase local manufacturing, where manufacturing is done in areas in close proximity to the relevant market (customers), we also seek to localize our R&D operations. For example, we plan to expand and improve our R&D facilities in Dalian, Dongguan and other locations in China.
5) Enhance our global management infrastructure
As a global company, we continue to enhance our group-wide management system, accounting and financial reporting systems and procedures, financial performance, and information disclosure systems and procedures that meet global standards. For example, we continue to pursue our mid-term information technology improvement plan, under which we aim to create an IT system that is standardized at a level sufficient to enable us to globally grow and, at the same time, is sufficiently flexible to adapt to changes.
In addition, we previously maintained a “federate-style” management system, under which each group company we acquired maintains a high degree of independence in managing its business operations. Going forward, we aim to adapt to the rapidly changing business environments and the intensifying global competition by making efforts to accelerate the group’s companies’ horizontal cooperation in terms of personnel, sales and marketing, manufacturing, and research and developments, and strengthen the collaboration among divisions with common operations, including legal, tax and intellectual property, through modifications to our previously maintained management system designed to enhance the uniformity among our group companies.
26
Our Operational Management and Audit Department, the department responsible for the group-wide internal controls, seeks to establish a global audit system in an effort to strengthen the supervision in the area of prevention of improper conduct as the global management system is further enhanced, and further enhance our internal control system based on the experience and know-how gained through the past audits of our financial statements and the implementation of measures to comply with the U.S. Sarbanes-Oxley Act of 2002, as amended. We also seek to improve our disclosure system and policy through enhanced cooperation between a committee responsible for information disclosure and other relevant specialized departments.
Such specialized departments and offices, including the Compliance Office, the Risk Management Office, and the CSR (corporate social responsibility) Promotion Office, also collaborate with one another and other departments as appropriate. We seek to find ways to create jobs and otherwise contribute to society based on our basic management policy as a good corporate citizen.
27
4. Consolidated Financial Statements (U.S. GAAP) (unaudited)
(1) Consolidated Balance Sheets
Assets
Yen in millions | |||||
March 31, 2013 | March 31, 2012 | Increase or decrease | |||
Amount | % | Amount | % | Amount | |
Current assets: | |||||
Cash and cash equivalents | ¥193,420 | ¥130,290 | ¥63,130 | ||
Trade notes receivable | 10,479 | 11,207 | (728) | ||
Trade accounts receivable | 148,606 | 171,255 | (22,649) | ||
Inventories: | |||||
Finished goods | 42,599 | 40,069 | 2,530 | ||
Raw materials | 30,839 | 25,363 | 5,476 | ||
Work in progress | 23,526 | 22,362 | 1,164 | ||
Supplies and other | 2,862 | 3,659 | (797) | ||
Other current assets | 48,359 | 35,082 | 13,277 | ||
Total current assets | 500,690 | 49.8 | 439,287 | 54.9 | 61,403 |
Investments and advances: | |||||
Marketable securities and other securities investments | 15,900 | 14,818 | 1,082 | ||
Investments in and advances to affiliated companies | 1,246 | 754 | 492 | ||
Total investments and advances | 17,146 | 1.7 | 15,572 | 1.9 | 1,574 |
Property, plant and equipment: | |||||
Land | 43,523 | 39,996 | 3,527 | ||
Buildings | 159,270 | 133,911 | 25,359 | ||
Machinery and equipment | 330,425 | 289,139 | 41,286 | ||
Construction in progress | 21,837 | 22,196 | (359) | ||
Sub-total | 555,055 | 55.2 | 485,242 | 60.6 | 69,813 |
Less - Accumulated depreciation | (277,078) | (27.5) | (254,411) | (31.8) | (22,667) |
Total property, plant and equipment | 277,977 | 27.7 | 230,831 | 28.8 | 47,146 |
Goodwill | 132,893 | 13.2 | 80,525 | 10.1 | 52,368 |
Other non-current assets | 76,146 | 7.6 | 34,186 | 4.3 | 41,960 |
Total assets | ¥1,004,852 | 100.0 | ¥800,401 | 100.0 | ¥204,451 |
28
Liabilities and Equity
Yen in millions | |||||
March 31, 2013 | March 31, 2012 | Increase or decrease | |||
Amount | % | Amount | % | Amount | |
Current liabilities: | |||||
Short-term borrowings | ¥32,798 | ¥86,608 | ¥(53,810) | ||
Current portion of long-term debt | 133,628 | 674 | 132,954 | ||
Trade notes and accounts payable | 134,165 | 107,345 | 26,820 | ||
Accrued expenses | 31,854 | 22,983 | 8,871 | ||
Other current liabilities | 32,432 | 34,750 | (2,318) | ||
Total current liabilities | 364,877 | 36.3 | 252,360 | 31.5 | 112,517 |
Long-term liabilities: | |||||
Long-term debt | 146,271 | 101,236 | 45,035 | ||
Accrued pension and severance costs | 19,235 |
| 12,715 | 6,520 | |
Other long-term liabilities | 21,002 | 8,479 | 12,523 | ||
Total long-term liabilities | 186,508 | 18.6 | 122,430 | 15.3 | 64,078 |
Total liabilities | 551,385 | 54.9 | 374,790 | 46.8 | 176,595 |
Equity: | |||||
Common stock | 66,551 | 6.6 | 66,551 | 8.3 | - |
Additional paid-in capital | 70,518 | 7.0 | 66,762 | 8.3 | 3,756 |
Retained earnings | 322,650 | 32.1 | 326,777 | 40.8 | (4,127) |
Accumulated other comprehensive income (loss): | |||||
Foreign currency translation adjustments | 12,473 | (47,911) | 60,384 | ||
Net unrealized gains and losses on securities | 1,187 | 1,013 | 174 | ||
Net gains and losses on derivative instruments | 242 | 73 | 169 | ||
Pension liability adjustments | (1,112) | (643) | (469) | ||
Total accumulated other comprehensive income (loss) | 12,790 | 1.3 | (47,468) | (5.9) | 60,258 |
Treasury stock, at cost | (57,007) | (5.7) | (42,440) | (5.3) | (14,567) |
Total Nidec Corporation shareholders’ equity | 415,502 | 41.3 | 370,182 | 46.2 | 45,320 |
Noncontrolling interests | 37,965 | 3.8 | 55,429 | 7.0 | (17,464) |
Total equity | 453,467 | 45.1 | 425,611 | 53.2 | 27,856 |
Total liabilities and equity | ¥1,004,852 | 100.0 | ¥800,401 | 100.0 | ¥204,451 |
29
(2) Condensed Consolidated Statements of Income and Consolidated Statements of Comprehensive Income
Results for the year ended March 31
Consolidated Statements of Income
Yen in millions | ||||||
Year ended March 31 | Increase or decrease | |||||
2013 | 2012 | |||||
Amount | % | Amount | % | Amount | % | |
Net sales | ¥709,270 | 100.0 | ¥682,320 | 100.0 | ¥26,950 | 3.9 |
Cost of products sold | 572,605 | 80.7 | 523,729 | 76.8 | 48,876 | 9.3 |
Selling, general and administrative expenses | 84,760 | 12.0 | 55,471 | 8.1 | 29,289 | 52.8 |
Research and development expenses | 34,278 | 4.8 | 30,050 | 4.4 | 4,228 | 14.1 |
Operating expenses | 691,643 | 97.5 | 609,250 | 89.3 | 82,393 | 13.5 |
Operating income | 17,627 | 2.5 | 73,070 | 10.7 | (55,443) | (75.9) |
Other income (expenses): | ||||||
Interest and dividend income | 1,831 | 1,634 | 197 | |||
Interest expenses | (679) | (299) | (380) | |||
Foreign exchange gain (loss), net | (2,973) | (1,756) | (1,217) | |||
Gain (loss) from marketable securities, net | (87) | (202) | 115 | |||
Other, net | (2,292) | (1,591) | (701) | |||
Total | (4,200) | (0.6) | (2,214) | (0.3) | (1,986) | - |
Income from continuing operations before income taxes | 13,427 | 1.9 | 70,856 | 10.4 | (57,429) | (81.1) |
Income taxes | (6,568) | (0.9) | (18,801) | (2.8) | 12,233 | - |
Equity in net income (loss) of affiliated companies | 13 | 0.0 | 0 | 0.0 | 13 | - |
Income from continuing operations | 6,872 | 1.0 | 52,055 | 7.6 | (45,183) | (86.8) |
Loss on discontinued operations | - | - | (7,768) | (1.1) | 7,768 | - |
Consolidated net income | 6,872 | 1.0 | 44,287 | 6.5 | (37,415) | (84.5) |
Less: Net income attributable to noncontrolling interests | 1,126 | 0.1 | (3,556) | (0.5) | 4,682 | - |
Net income attributable to Nidec Corporation | ¥7,998 | 1.1 | ¥40,731 | 6.0 | ¥(32,733) | (80.4) |
Note:
Pursuant to ASC 805 “Business Combinations”, Results of operations for the year ended March 31, 2013 have been adjusted retrospectively, as a fair value evaluation of the assets acquired and the liabilities assumed at the point of the acquisition of Nidec ASI S.p.A., Avtron Industrial Automation Inc. and Kinetek Group, inc. completed in the three months ended March 31, 2013.
30
Consolidated Statements of Comprehensive Income
Yen in millions | ||||
Year ended March 31 | Increase or | |||
2013 | 2012 | decrease | ||
Amount | Amount | Amount | % | |
Consolidated net income | ¥6,872 | ¥44,287 | ¥(37,415) | (84.5) |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments | 61,964 | (2,560) | 64,524 | - |
Net unrealized gains and losses on securities | 151 | (7) | 158 | - |
Net gains and losses on derivative instruments | 169 | (146) | 315 | - |
Pension liability adjustments | (433) | 93 | (526) | - |
Total | 61,851 | (2,620) | 64,471 | - |
Total comprehensive income (loss) | 68,723 | 41,667 | 27,056 | 64.9 |
Less: Comprehensive (income) loss attributable to noncontrolling interests | (467) | (3,983) | 3,516 | - |
Comprehensive income (loss) attributable to Nidec Corporation | ¥68,256 | ¥37,684 | ¥30,572 | 81.1 |
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(3) Consolidated Statements of Changes in Equity
For the year ended March 31, 2013 | |||||||||
Yen in millions (except for number of shares of common stock) | |||||||||
Common stock | |||||||||
Shares | Amount | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock, at cost | Nidec Corporation total shareholders’ equity | Noncontrolling interests | Total | |
Balance at March 31, 2012 | 145,075,080 | ¥66,551 | ¥66,762 | ¥326,777 | ¥(47,468) | ¥(42,440) | ¥370,182 | ¥55,429 | ¥425,611 |
Comprehensive income: | |||||||||
Net income | 7,998 | 7,998 | (1,126) | 6,872 | |||||
Other comprehensive income (loss): | |||||||||
Foreign currency translation adjustments | 60,384 | 60,384 | 1,580 | 61,964 | |||||
Unrealized loss on securities, net of reclassification adjustment | 174 | 174 | (23) | 151 | |||||
Unrealized gain from derivative instruments qualifying for cash flow hedges | 169 | 169 | - | 169 | |||||
Pension liability adjustments | (469) | (469) | 36 | (433) | |||||
Total comprehensive income | 68,256 | 467 | 68,723 | ||||||
Purchase of treasury stock | (31,277) | (31,277) | - | (31,277) | |||||
Change in ownership of Nidec Sankyo in connection with share exchange transaction | 3,270 | 16,710 | 19,980 | (19,980) | - | ||||
Dividends paid to shareholders of Nidec Corporation | (12,125) | (12,125) | - | (12,125) | |||||
Dividends paid to noncontrolling interests | - | (1,421) | (1,421) | ||||||
Acquisitions of new subsidiaries | - | 3,391 | 3,391 | ||||||
Capital transaction with consolidated subsidiaries and other | 486 | 486 | 79 | 565 | |||||
Balance at March 31, 2013 | 145,075,080 | ¥66,551 | ¥70,518 | ¥322,650 | ¥12,790 | ¥(57,007) | ¥415,502 | ¥37,965 | ¥453,467 |
32
For the year ended March 31, 2012 | |||||||||
Yen in millions (except for number of shares of common stock) | |||||||||
Common stock | |||||||||
Shares | Amount | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock, at cost | Nidec Corporation total shareholders’ equity | Noncontrolling interests | Total | |
Balance at March 31, 2011 | 145,075,080 | ¥66,551 | ¥66,960 | ¥298,445 | ¥(44,421) | ¥(32,285) | ¥355,250 | ¥55,256 | ¥410,506 |
Comprehensive income: | |||||||||
Net income | 40,731 | 40,731 | 3,556 | 44,287 | |||||
Other comprehensive income (loss): | |||||||||
Foreign currency translation adjustments | (2,749) | (2,749) | 189 | (2,560) | |||||
Unrealized loss on securities, net of reclassification adjustment | (53) | (53) | 46 | (7) | |||||
Unrealized gain from derivative instruments qualifying for cash flow hedges | (146) | (146) | - | (146) | |||||
Pension liability adjustments | (99) | (99) | 192 | 93 | |||||
Total comprehensive income | 37,684 | 3,983 | 41,667 | ||||||
Purchase of treasury stock | (10,155) | (10,155) | - | (10,155) | |||||
Dividends paid to shareholders of Nidec Corporation | (12,399) | (12,399) | - | (12,399) | |||||
Dividends paid to noncontrolling interests | - | (1,444) | (1,444) | ||||||
Capital transaction with consolidated subsidiaries and other | (198) | (198) | (2,366) | (2,564) | |||||
Balance at March 31, 2012 | 145,075,080 | ¥66,551 | ¥66,762 | ¥326,777 | ¥(47,468) | ¥(42,440) | ¥370,182 | ¥55,429 | ¥425,611 |
33
(4) Consolidated Statements of Cash Flows
Yen in millions | |||
Year ended March 31 | Increase or decrease | ||
2013 | 2012 | ||
Cash flows from operating activities: | |||
Consolidated net income | ¥6,872 | ¥44,287 | ¥(37,415) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 34,935 | 31,511 | 3,424 |
Amortization | 4,756 | 2,819 | 1,937 |
Loss on marketable securities, net | 87 | 200 | (113) |
Loss on sales, disposal or impairment of property, plant and equipment | 10,300 | 15,705 | (5,405) |
Loss recovery and gain on property, plant and equipment damaged in flood | (4,027) | (19,662) | 15,635 |
Deferred income taxes | (12,049) | 12,835 | (24,884) |
Equity in net (income) loss of affiliated companies | (13) | 0 | (13) |
Foreign currency adjustments | 1,744 | 236 | 1,508 |
Accrual for pension and severance costs, net payments | (396) | (915) | 519 |
Changes in operating assets and liabilities: | |||
Decrease (increase) in notes and accounts receivable | 53,221 | (14,819) | 68,040 |
Decrease (increase) in inventories | 14,090 | (257) | 14,347 |
Decrease in notes and accounts payable | (1,257) | (8,061) | 6,804 |
Decrease in accrued income taxes | (7,263) | (2,259) | (5,004) |
Other | 9,286 | (4,908) | 14,194 |
Net cash provided by operating activities | 110,286 | 56,712 | 53,574 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (61,368) | (41,446) | (19,922) |
Proceeds from sales of property, plant and equipment | 1,036 | 2,725 | (1,689) |
Insurance proceeds related to property, plant and equipment damaged in flood | 880 | 20,804 | (19,924) |
Purchases of marketable securities | (147) | (213) | 66 |
Proceeds from sales and redemption of marketable securities | 692 | 414 | 278 |
Acquisitions of business, net of cash acquired | (79,884) | 5,201 | (85,085) |
Other | 4,937 | (7,403) | 12,340 |
Net cash used in investing activities | (133,854) | (19,918) | (113,936) |
Cash flows from financing activities: | |||
(Decrease) increase in short-term borrowings | (52,199) | 26,060 | (78,259) |
Proceeds from issuance of long-term debt | 71,307 | - | 71,307 |
Repayments of long-term debt | (12,392) | (1,229) | (11,163) |
Proceeds from issuance of corporate bonds | 100,000 | - | 100,000 |
Purchases of treasury stock | (31,277) | (10,155) | (21,122) |
Payments for additional investments in subsidiaries | (92) | (454) | 362 |
Dividends paid to shareholders of Nidec Corporation | (12,125) | (12,399) | 274 |
Dividends paid to noncontrolling interests | (1,421) | (1,444) | 23 |
Other | (684) | (1,193) | 509 |
Net cash provided by (used in) financing activities | 61,117 | (814) | 61,931 |
Effect of exchange rate changes on cash and cash equivalents | 25,581 | (11) | 25,592 |
Net increase in cash and cash equivalents | 63,130 | 35,969 | 27,161 |
Cash and cash equivalents at beginning of year | 130,290 | 94,321 | 35,969 |
Cash and cash equivalents at end of year | ¥193,420 | ¥130,290 | ¥63,130 |
34
(5) Notes regarding Going Concern Assumption
Not applicable.
(6) Scope of Consolidation and Application of the Equity Method
1. Scope of consolidation
As of | |
March 31, 2013 | |
Number of consolidated subsidiaries | 232 |
2. Application of the equity method
As of | |
March 31, 2013 | |
Number of affiliated companies accounted for under the equity method | 5 |
3. Change in the scope of consolidation from March 31, 2012
Increase of consolidated subsidiaries | 70 |
Decrease of consolidated subsidiaries | 7 |
4. Change in significant subsidiaries
Not applicable.
5. Change in the application of the equity method from March 31, 2012
Increase of affiliated companies accounted for by the equity method | 3 |
Decrease of affiliated companies accounted for by the equity method | - |
6. Critical Accounting Policies
The Company and its subsidiaries in Japan maintain their records and prepare their accounts and records in accordance with accounting principles generally accepted in Japan, and its foreign subsidiaries in conformity with those of their countries of domicile. Certain adjustments and reclassifications have been incorporated in the accompanying consolidated financial statements to conform with accounting principles generally accepted in the United States (“U.S. GAAP”).
(7) Changes Relating to the Basis for Preparing Our Consolidated Financial Statements
35
As of April 1, 2012, NIDEC adopted FASB Accounting Standards Codification™ (ASC) 220 “Comprehensive Income” updated by Accounting Standards Update (ASU) No. 2011-05 “Presentation of Comprehensive Income” and ASU 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” ASU 2011-05 eliminates the option to report other comprehensive income and its components in the consolidated statement of changes in equity and requires an entity to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. ASU 2011-12 indefinitely defers the requirement in ASU 2011-05 to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. During the deferral period, the existing requirements in U.S. GAAP for the presentation of reclassification adjustments must continue to be followed. These standards are provisions for disclosure. The adoption of these standards did not have any impact on NIDEC’s consolidated financial position, results of operations or liquidity.
As of April 1, 2012, NIDEC adopted FASB ASC 350 “Intangibles-Goodwill and Other” updated by ASU 2011-08 “Testing Goodwill for Impairment.” ASU 2011-08 allows an entity the option of performing a qualitative assessment before calculating the fair value of a reporting unit. If an entity determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The adoption of this standard did not have any material impact on NIDEC’s consolidated financial position, results of operations or liquidity.
36
(8) Notes of Consolidated Financial Statements
Operating Segment Information
Yen in millions | ||||||
Year ended March 31 | Increase or decrease | |||||
2013 | 2012 | |||||
Net sales: | Amount | % | Amount | % | Amount | % |
Nidec Corporation | ¥132,030 | 13.6 | ¥146,965 | 15.8 | ¥(14,935) | (10.2) |
Nidec Electronics (Thailand) | 98,841 | 10.2 | 100,875 | 10.8 | (2,034) | (2.0) |
Nidec (Zhejiang) | 24,086 | 2.5 | 30,047 | 3.2 | (5,961) | (19.8) |
Nidec (Dalian) | 14,765 | 1.5 | 19,740 | 2.1 | (4,975) | (25.2) |
Nidec Singapore | 50,748 | 5.2 | 34,668 | 3.7 | 16,080 | 46.4 |
Nidec (H.K.) | 53,762 | 5.5 | 51,910 | 5.6 | 1,852 | 3.6 |
Nidec Philippines | 40,389 | 4.1 | 39,716 | 4.3 | 673 | 1.7 |
Nidec Sankyo | 73,501 | 7.6 | 78,985 | 8.5 | (5,484) | (6.9) |
Nidec Copal | 51,720 | 5.3 | 53,442 | 5.7 | (1,722) | (3.2) |
Nidec Tosok | 31,280 | 3.2 | 33,508 | 3.6 | (2,228) | (6.6) |
Nidec Copal Electronics | 26,865 | 2.8 | 29,118 | 3.1 | (2,253) | (7.7) |
Nidec Techno Motor | 43,083 | 4.4 | 41,010 | 4.4 | 2,073 | 5.1 |
Nidec Motor | 119,247 | 12.3 | 84,029 | 9.0 | 35,218 | 41.9 |
Nidec Motors & Actuators | 59,877 | 6.2 | 56,355 | 6.1 | 3,522 | 6.2 |
All others | 151,901 | 15.6 | 131,168 | 14.1 | 20,733 | 15.8 |
Sub-total | 972,095 | 100.0 | 931,536 | 100.0 | 40,559 | 4.4 |
Adjustments and eliminations | (262,825) | - | (249,216) | - | (13,609) | - |
Consolidated total | ¥709,270 | - | ¥682,320 | - | ¥26,950 | 3.9 |
Yen in millions | ||||||
Year ended March 31 | Increase or decrease | |||||
2013 | 2012 | |||||
Operating income: | Amount | % | Amount | % | Amount | % |
Nidec Corporation | ¥(4,856) | (14.5) | ¥7,497 | 10.0 | ¥(12,353) | - |
Nidec Electronics (Thailand) | 10,525 | 31.3 | 15,027 | 20.1 | (4,502) | (30.0) |
Nidec (Zhejiang) | (2,689) | (8.0) | 774 | 1.0 | (3,463) | - |
Nidec (Dalian) | (409) | (1.2) | 431 | 0.6 | (840) | - |
Nidec Singapore | 1,115 | 3.3 | 781 | 1.1 | 334 | 42.8 |
Nidec (H.K.) | 146 | 0.4 | 359 | 0.5 | (213) | (59.3) |
Nidec Philippines | 4,883 | 14.5 | 7,799 | 10.4 | (2,916) | (37.4) |
Nidec Sankyo | 4,210 | 12.5 | 7,414 | 9.9 | (3,204) | (43.2) |
Nidec Copal | (3,192) | (9.5) | 6,384 | 8.5 | (9,576) | - |
Nidec Tosok | 1,715 | 5.1 | 3,140 | 4.2 | (1,425) | (45.4) |
Nidec Copal Electronics | 3,277 | 9.8 | 4,194 | 5.6 | (917) | (21.9) |
Nidec Techno Motor | 4,168 | 12.4 | 4,591 | 6.1 | (423) | (9.2) |
Nidec Motor | 723 | 2.2 | 2,111 | 2.8 | (1,388) | (65.8) |
Nidec Motors&Actuators | 3,447 | 10.3 | 3,126 | 4.2 | 321 | 10.3 |
All others | 10,541 | 31.4 | 11,201 | 15.0 | (660) | (5.9) |
Sub-total | 33,604 | 100.0 | 74,829 | 100.0 | (41,225) | (55.1) |
Adjustments and eliminations | (15,977) | - | (1,759) | - | (14,218) | - |
Consolidated total | ¥17,627 | - | ¥73,070 | - | ¥(55,443) | (75.9) |
Notes:
1. The operating segments are the segments of Nidec for which separate financial information is available and for which operating profit or loss amounts are evaluated regularly by executive management in deciding how to allocate resources and in assessing performance.
2. Our segmental operating income or loss is presented in accordance with financial reporting principles and practices generally accepted in Japan.
37
Earnings per share
The Earnings per share information are as follows:
For the year ended March 31, 2013 | |||
Yen in millions | Thousands of shares | Yen | |
Net income (loss) attributable to Nidec Corporation | Weighted -average shares | Net income attributable to Nidec Corporation per share | |
Basic net income attributable to Nidec Corporation per share: | |||
Net income attributable to Nidec Corporation | ¥7,998 | 134,714 | ¥59.37 |
Dilutive securities: | |||
Zero coupon convertible bonds with stock acquisition rights due 2015 | (61) | 9,411 | |
Diluted net income attributable to Nidec Corporation per share: | |||
Net income attributable to Nidec Corporation | ¥7,937 | 144,125 | ¥55.07 |
For the year ended March 31, 2012 | |||
Yen in millions | Thousands of shares | Yen | |
Net income (loss) attributable to Nidec Corporation | Weighted -average shares | Net income (loss) attributable to Nidec Corporation per share | |
Basic net income attributable to Nidec Corporation per share: | |||
Income from continuing operations attributable to Nidec Corporation | ¥46,242 | 137,490 | ¥336.33 |
Income (loss) from discontinued operations attributable to Nidec Corporation | (5,511) | 137,490 | (40.08) |
Net income attributable to Nidec Corporation | 40,731 | 137,490 | 296.25 |
Dilutive securities: | |||
Zero coupon convertible bonds with stock acquisition rights due 2015 | (55) | 9,411 | |
Diluted net income attributable to Nidec Corporation per share: | |||
Income from continuing operations attributable to Nidec Corporation | 46,187 | 146,901 | 314.41 |
Income (loss) from discontinued operations attributable to Nidec Corporation | (5,511) | 146,901 | (37.52) |
Net income attributable to Nidec Corporation | ¥40,676 | 146,901 | ¥276.89 |
38
Subsequent events
A Share Exchange Agreement to Make Nidec Copal Corporation, Nidec Tosok Corporation and Nidec Seimitsu Corporation a Wholly Owned Subsidiary of Nidec Corporation
On April 23, 2013, we decided, at a meeting of the board of directors, to enter into a share exchange transaction with Nidec Copal Corporation, Nidec Tosok Corporation and Nidec Seimitsu Corporation to make the subsidiaries a wholly owned subsidiary, and entered into a share exchange agreement with the subsidiaries on the same day. For more information, see our press release, dated April 23, 2013, entitled ”Nidec Resolves to Make Nidec Copal Corp., Nidec Tosok Corp. and Nidec Seimitsu Corp. its Wholly Owned Subsidiaries” which will be submitted on Form 6-K.
39
5. Nidec Non-Consolidated Financial Statements (Japanese GAAP) (unaudited)
(1) Non-Consolidated Balance Sheets
Assets | ||
Yen in millions | ||
March 31 | ||
2013 | 2012 | |
Amount | Amount | |
Current assets: | ||
Cash and deposits | ¥7,103 | ¥9,825 |
Notes receivable-trade | 328 | 192 |
Accounts receivable-trade | 48,014 | 55,286 |
Finished goods | 2,571 | 2,614 |
Work in process | 89 | 161 |
Raw materials and supplies | 442 | 421 |
Prepaid expenses | 461 | 440 |
Deferred tax assets | 6,415 | - |
Short-term loans receivable from subsidiaries and affiliates | 51,603 | 38,771 |
Accounts receivable-other | 3,593 | 28,851 |
Income taxes receivable | 4,428 | - |
Other | 56 | 57 |
Allowance for doubtful accounts | (170) | (204) |
Total current assets | 124,933 | 136,414 |
Noncurrent assets: | ||
Property, plant and equipment | 28,348 | 28,653 |
Buildings, net | 14,198 | 14,964 |
Structures, net | 346 | 395 |
Machinery and equipment, net | 593 | 483 |
Vehicles, net | 9 | 12 |
Tools, furniture and fixtures, net | 1,306 | 1,000 |
Land | 11,569 | 11,583 |
Lease assets, net | 43 | 133 |
Construction in progress | 284 | 83 |
Intangible assets | 3,872 | 3,217 |
Patent right | 129 | 139 |
Software | 1,339 | 1,806 |
Software in progress | 2,282 | 1,141 |
Other | 122 | 131 |
Investments and other assets | 408,298 | 320,655 |
Investment securities | 8,136 | 7,311 |
Stocks of subsidiaries and affiliates | 370,578 | 278,530 |
Investments in capital | 0 | 0 |
Investments in capital of subsidiaries and affiliates | 25,283 | 34,037 |
Claims provable in bankruptcy, claims provable in rehabilitation and other | 445 | 445 |
Long-term prepaid expenses | 187 | 233 |
Prepaid pension cost | - | 92 |
Deferred tax assets | 4,026 | 106 |
Other | 88 | 346 |
Allowance for doubtful accounts | (445) | (445) |
Total noncurrent assets | 440,518 | 352,525 |
Total assets | ¥565,451 | ¥488,939 |
40
Liabilities and Net Assets | ||
Yen in millions | ||
March 31 | ||
2013 | 2012 | |
Amount | Amount | |
Current liabilities: | ||
Notes payable-trade | ¥18 | ¥29 |
Accounts payable-trade | 18,502 | 21,471 |
Short-term loans payable | 31,000 | 57,876 |
Commercial papers | - | 27,000 |
Current portion of bonds | 100,247 | - |
Current portion of long-term loans payable | 31,775 | - |
Lease obligations | 32 | 91 |
Accounts payable-other | 5,259 | 3,919 |
Accrued expenses | 689 | 395 |
Income taxes payable | - | 387 |
Deferred tax liabilities | - | 1,945 |
Advances received | 5 | 22 |
Deposits received | 23,032 | 24,186 |
Unearned revenue | 178 | 183 |
Provision for bonuses | 1,600 | 1,700 |
Notes payable-facilities | - | 1 |
Other | 20 | - |
Total current liabilities | 212,357 | 139,205 |
Noncurrent liabilities: | ||
Bonds payable | 100,000 | 100,347 |
Long-term loans payable | 41,819 | - |
Lease obligations | 13 | 45 |
Provision for retirement benefits | 162 | - |
Other | 381 | 445 |
Total noncurrent liabilities | 142,375 | 100,837 |
Total liabilities | 354,732 | 240,042 |
Shareholders’ equity: | ||
Capital stock | 66,551 | 66,551 |
Capital surplus | 73,147 | 73,069 |
Legal capital surplus | 70,772 | 70,772 |
Other capital surplus | 2,375 | 2,297 |
Retained earnings | 126,595 | 151,314 |
Legal retained earnings | 721 | 721 |
General reserve | 129,650 | 114,650 |
Retained earnings brought forward | (3,776) | 35,943 |
Treasury stock | (56,109) | (42,440) |
Total shareholders’ equity | 210,184 | 248,494 |
Valuation and translation adjustments: | ||
Valuation difference on available-for-sale securities | 870 | 883 |
Deferred gains or losses on hedges | (6) | - |
Revaluation reserve for land | (329) | (480) |
Total valuation and translation adjustments | 535 | 403 |
Total net assets | 210,719 | 248,897 |
Total liabilities and net assets | ¥565,451 | ¥488,939 |
41
(2) Non-Consolidated Statements of Income
Yen in millions | ||
Year ended March 31 | ||
2013 | 2012 | |
Amount | Amount | |
Net sales | ¥132,030 | ¥146,965 |
Cost of sales | 108,494 | 116,063 |
Gross profit | 23,536 | 30,902 |
Selling, general and administrative expenses | 28,392 | 23,405 |
Operating income (loss) | (4,856) | 7,497 |
Non-operating income: | ||
Interest income | 406 | 490 |
Dividends income | 8,571 | 9,307 |
Other | 1,039 | 1,415 |
Total non-operating income | 10,016 | 11,212 |
Non-operating expenses: | ||
Interest expenses | 397 | 137 |
Interest on bonds | 201 | - |
Sales discounts | 47 | 47 |
Foreign exchange losses | 6,880 | 1,851 |
Bond issuance cost | 226 | 1 |
Interest on commercial papers | 27 | 10 |
Other | 719 | 764 |
Total non-operating expenses | 8,497 | 2,810 |
Ordinary income (loss) | (3,337) | 15,899 |
Extraordinary income: | ||
Gain on sales of noncurrent assets | 3 | 29 |
Gain on sales of investment securities | 135 | - |
Special technical support fee | - | 1,100 |
Transfer pricing taxation adjustment | - | 25,077 |
Gain on liquidation of subsidiaries and affiliates | 53 | - |
Total extraordinary income | 191 | 26,206 |
Extraordinary losses: | ||
Impairment loss | 319 | 17 |
Loss on disposal of noncurrent assets | 98 | 184 |
Loss on sales of investment securities | 0 | - |
Loss on valuation of investment securities | - | 1 |
Loss on valuation of stocks of subsidiaries and affiliates | 3,173 | 805 |
Loss on valuation of investment in capital of subsidiaries and affiliates | 10,012 | - |
Total extraordinary losses | 13,601 | 1,007 |
Income (loss) before income taxes | (16,747) | 41,098 |
Income taxes: | ||
Income taxes-current | 7,965 | 3,015 |
Income taxes-deferred | (12,269) | 8,725 |
Total income taxes | (4,304) | 11,740 |
Net income (loss) | ¥(12,443) | ¥29,358 |
42
(3) Non-Consolidated Statements of Shareholders’ Equity
Yen in millions | ||
Year ended March 31 | ||
2013 | 2012 | |
Amount | Amount | |
Shareholders' equity: | ||
Capital stock | ||
Balance at the beginning of current period | ¥66,551 | ¥66,551 |
Changes of items during the period | ||
Total changes of items during the period | - | - |
Balance at the end of current period | ¥66,551 | ¥66,551 |
Capital surplus | ||
Legal capital surplus | ||
Balance at the beginning of current period | ¥70,772 | ¥70,772 |
Changes of items during the period | ||
Total changes of items during the period | - | - |
Balance at the end of current period | ¥70,772 | ¥70,772 |
Other capital surplus | ||
Balance at the beginning of current period | ¥2,297 | ¥2,297 |
Changes of items during the period | ||
Disposal of treasury stock | 78 | - |
Total changes of items during the period | 78 | - |
Balance at the end of current period | ¥2,375 | ¥2,297 |
Retained earnings | ||
Legal retained earnings | ||
Balance at the beginning of current period | ¥721 | ¥721 |
Changes of items during the period | ||
Total changes of items during the period | - | - |
Balance at the end of current period | ¥721 | ¥721 |
Other retained earnings | ||
General reserve | ||
Balance at the beginning of current period | ¥114,650 | ¥105,650 |
Changes of items during the period | ||
Provision of general reserve | 15,000 | 9,000 |
Total changes of items during the period | 15,000 | 9,000 |
Balance at the end of current period | ¥129,650 | ¥114,650 |
Retained earnings brought forward | ||
Balance at the beginning of current period | ¥35,943 | ¥27,984 |
Changes of items during the period | ||
Dividends from surplus | (12,125) | (12,399) |
Provision of general reserve | (15,000) | (9,000) |
Net income (loss) | (12,443) | 29,358 |
Reversal of revaluation reserve for land | (151) | - |
Total changes of items during the period | (39,719) | 7,959 |
Balance at the end of current period | ¥(3,776) | ¥35,943 |
43
Yen in millions | ||
Year ended March 31 | ||
2013 | 2012 | |
amount | amount | |
Treasury stock | ||
Balance at the beginning of current period | ¥(42,440) | ¥(32,285) |
Changes of items during the period | ||
Purchase of treasury stock | (31,277) | (10,155) |
Disposal of treasury stock | 17,608 | - |
Total changes of items during the period | (13,669) | (10,155) |
Balance at the end of current period | ¥(56,109) | ¥(42,440) |
Total shareholders’ equity | ||
Balance at the beginning of current period | ¥248,494 | ¥241,690 |
Changes of items during the period | ||
Dividends from surplus | (12,125) | (12,399) |
Net income (loss) | (12,443) | 29,358 |
Purchase of treasury stock | (31,277) | (10,155) |
Disposal of treasury stock | 17,687 | - |
Reversal of revaluation reserve for land | (151) | - |
Total changes of items during the period | (38,310) | 6,804 |
Balance at the end of current period | ¥210,184 | ¥248,494 |
Valuation and translation adjustments: | ||
Valuation difference on available-for-sale securities | ||
Balance at the beginning of current period | ¥883 | ¥1,095 |
Changes of items during the period | ||
Net changes of items other than shareholders' equity | (13) | (212) |
Total changes of items during the period | (13) | (212) |
Balance at the end of current period | ¥870 | ¥883 |
Deferred gains or losses on hedges | ||
Balance at the beginning of current period | - | - |
Changes of items during the period | ||
Net changes of items other than shareholders' equity | (6) | - |
Total changes of items during the period | (6) | - |
Balance at the end of current period | ¥(6) | - |
Revaluation reserve for land | ||
Balance at the beginning of current period | ¥(480) | ¥(480) |
Changes of items during the period | ||
Net changes of items other than shareholders' equity | 151 | - |
Total changes of items during the period | 151 | - |
Balance at the end of current period | ¥(329) | ¥(480) |
Total Valuation and translation adjustments | ||
Balance at the beginning of current period | ¥403 | ¥615 |
Changes of items during the period | ||
Net changes of items other than shareholders' equity | 132 | (212) |
Total changes of items during the period | 132 | (212) |
Balance at the end of current period | ¥535 | ¥403 |
Total net assets: | ||
Balance at the beginning of current period | ¥248,897 | ¥242,305 |
Changes of items during the period | ||
Dividends from surplus | (12,125) | (12,399) |
Net income (loss) | (12,443) | 29,358 |
Purchase of treasury stock | (31,277) | (10,155) |
Disposal of treasury stock | 17,687 | - |
Reversal of revaluation reserve for land | (151) | - |
Net changes of items other than shareholders' equity | 132 | (212) |
Total changes of items during the period | (38,178) | 6,592 |
Balance at the end of current period | ¥210,719 | ¥248,897 |
44
6. Other Information
(1) Changes in Directors and Auditors
Elections, retirements and position changes to the Members of the Board and Audit & Supervisory Board Members will be submitted for, and subject to, approval at the Company's Ordinary General Meeting of Shareholders to be held on June 25, 2013.
1. Proposed change in Representative Director
Not applicable.
2. Proposed changes in other Members of the Board of Directors and Audit & Supervisory Board Members
(1) Candidates to the Board of Directors (effective as of June 25, 2013):
Name | Current title/occupation |
Mr. Bunsei Kure | Adviser of the Company. |
Mr. Toshihiro Kimura | First Senior Vice President of the Company. |
Mr. Kazuya Hayafune | First Senior Vice President of the Company. |
Note: Mr. Bunsei Kure is expected to assume office as an Executive Vice President of the Company as of June 25, 2013.
(2) Outgoing Members of the Board of Directors (effective as of June 25, 2013):
Name | Current title/occupation |
Mr. Toshihiko Miyabe | Member of the Board and Senior Vice President of the Company |
Note: Mr. Toshikiko Miyabe is expected to assume office as a Senior Vice President of the Company as of June 25, 2013.
(3) Candidate to the position of an Audit & Supervisory Board Member. (effective as of June 25, 2013):
Name | Current title/occupation |
Mr. Tetsuo Inoue | Senior Vice President of the Company |
Note: Mr. Tetsuo Inoue is expected to assume office as a Full-time Audit & Supervisory Board Member.
(4) Outgoing Audit & Supervisory Board Member (effective as of June 25, 2013):
Name | Current title/occupation |
Mr. Kazuya Murakami | Full-time and Outside Audit & Supervisory Board Member of the Company |
Note: Mr. Kazuya Murakami is expected to assume office as a Vice President of the Company as of June 25, 2013.
(2) Quarterly Financial Data for the three months ended December 31, 2012, September 30, 2012 and June 30, 2012 (unaudited)
Yen in millions | ||||||
Three months ended | ||||||
June 30, 2012 | September 30, 2012 | December 31, 2012 | ||||
Amount | % | Amount | % | Amount | % | |
Net sales | ¥179,021 | 100.0 | ¥174,519 | 100.0 | ¥169,670 | 100.0 |
Operating income | 22,183 | 12.4 | 19,540 | 11.2 | 1,303 | 0.8 |
Income from continuing operations before income taxes | 18,334 | 10.2 | 18,243 | 10.6 | 1,259 | 0.7 |
Consolidated net income | 13,879 | 7.8 | 14,278 | 8.2 | 1,028 | 0.6 |
Net income attributable to Nidec Corporation | ¥13,282 | 7.4 | ¥12,917 | 7.4 | ¥894 | 0.5 |
Note:
Pursuant to ASC 805 “Business Combinations”, the results of operations for three months ended June 30, 2012 and September 30, 2012 have been adjusted retrospectively, as a fair value evaluation of the assets acquired and the liabilities assumed at the point of the acquisition of Nidec Minster Corporation completed in the three months ended December 31, 2012.
45
(3) Quarterly Condensed Consolidated Statements of Income and Consolidated Statements of Comprehensive Income (unaudited)
Results for the three months ended March 31
Consolidated Statements of Income
Yen in millions | ||||||
Three months ended March 31 | Increase or decrease | |||||
2013 | 2012 | |||||
Amount | % | Amount | % | Amount | % | |
Net sales | ¥186,060 | 100.0 | ¥167,587 | 100.0 | ¥18,473 | 11.0 |
Cost of products sold | 159,691 | 85.8 | 127,310 | 76.0 | 32,381 | 25.4 |
Selling, general and administrative expenses | 41,863 | 22.6 | 13,944 | 8.3 | 27,919 | 200.2 |
Research and development expenses | 9,905 | 5.3 | 7,558 | 4.5 | 2,347 | 31.1 |
Operating expenses | 211,459 | 113.7 | 148,812 | 88.8 | 62,647 | 42.1 |
Operating income (loss) | (25,399) | (13.7) | 18,775 | 11.2 | (44,174) | - |
Other income (expenses): | ||||||
Interest and dividend income | 508 | 577 | (69) | |||
Interest expenses | (191) | (121) | (70) | |||
Foreign exchange gain (loss), net | 953 | 2,407 | (1,454) | |||
Gain (loss) from marketable securities, net | 213 | (60) | 273 | |||
Other, net | (493) | 485 | (978) | |||
Total | 990 | 0.6 | 3,288 | 2.0 | (2,298) | (69.9) |
Income (loss) from continuing operations before income taxes | (24,409) | (13.1) | 22,063 | 13.2 | (46,472) | - |
Income taxes | 2,125 | 1.1 | (6,269) | (3.8) | 8,394 | - |
Equity in net income (loss) of affiliated companies | (29) | (0.0) | (7) | (0.0) | (22) | - |
Income (loss) from continuing operations | (22,313) | (12.0) | 15,787 | 9.4 | (38,100) | - |
Loss on discontinued operations | - | - | (6,045) | (3.6) | 6,045 | - |
Consolidated net income (loss) | (22,313) | (12.0) | 9,742 | 5.8 | (32,055) | - |
Less: Net income attributable to noncontrolling interests | 3,218 | 1.7 | (665) | (0.4) | 3,883 | - |
Net income (loss) attributable to Nidec Corporation | ¥(19,095) | (10.3) | ¥9,077 | 5.4 | ¥(28,172) | - |
Note:
Pursuant to ASC 805 “Business Combinations”, the results of operations for the six months ended September 30, 2012 have been adjusted retrospectively, as a fair value evaluation of the assets acquired and the liabilities assumed at the point of the acquisition of Nidec Minster Corporation completed in the three months ended December 31, 2012.
46
Consolidated Statements of Comprehensive Income
Yen in millions | ||||
Three months ended March 31 | Increase or | |||
2013 | 2012 | decrease | ||
Amount | Amount | Amount | % | |
Consolidated net income(loss) | ¥(22,313) | ¥9,742 | ¥(32,055) | - |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments | 38,044 | 18,272 | 19,772 | 108.2 |
Net unrealized gains and losses on securities | 847 | 1,368 | (521) | (38.1) |
Net gains and losses on derivative instruments | 76 | 698 | (622) | (89.1) |
Pension liability adjustments | (377) | (705) | 328 | - |
Total | 38,590 | 19,633 | 18,957 | 96.6 |
Total comprehensive income | 16,277 | 29,375 | (13,098) | (44.6) |
Less: Comprehensive (income) loss attributable to noncontrolling interests | 2,021 | (1,848) | 3,869 | - |
Comprehensive income attributable to Nidec Corporation | ¥18,298 | ¥27,527 | ¥(9,229) | (33.5) |
(4) Information by Product Category (unaudited)
Yen in millions | |||||||||||||||
Year ended March 31, 2013 | |||||||||||||||
Small precision motors | Automotive, appliance, commercial and industrial products | Machinery | Electronic and optical components | Others | Total | Eliminations/ Corporate | Consolidated | ||||||||
Net sales: | |||||||||||||||
Customers | ¥319,724 | ¥248,464 | ¥63,526 | ¥69,188 | ¥8,368 | ¥709,270 | ¥- | ¥709,270 | |||||||
Intersegment | 922 | 948 | 6,171 | 770 | 5,382 | 14,193 | (14,193) | - | |||||||
Total | 320,646 | 249,412 | 69,697 | 69,958 | 13,750 | 723,463 | (14,193) | 709,270 | |||||||
Operating expenses | 297,968 | 246,734 | 62,683 | 78,423 | 12,857 | 698,665 | (7,022) | 691,643 | |||||||
Operating income (loss) | ¥22,678 | ¥2,678 | ¥7,014 | ¥(8,465) | ¥893 | ¥24,798 | ¥(7,171) | ¥17,627 |
Yen in millions | |||||||||||||||
Year ended March 31, 2012 | |||||||||||||||
Small precision motors | Automotive, appliance, commercial and industrial products | Machinery | Electronic and optical components | Others | Total | Eliminations/ Corporate | Consolidated | ||||||||
Net sales: | |||||||||||||||
Customers | ¥331,437 | ¥208,529 | ¥64,904 | ¥69,377 | ¥8,073 | ¥682,320 | ¥- | ¥682,320 | |||||||
Intersegment | 976 | 156 | 5,703 | 302 | 5,323 | 12,460 | (12,460) | - | |||||||
Total | 332,413 | 208,685 | 70,607 | 69,679 | 13,396 | 694,780 | (12,460) | 682,320 | |||||||
Operating expenses | 278,197 | 199,310 | 63,963 | 62,427 | 12,385 | 616,282 | (7,032) | 609,250 | |||||||
Operating income | ¥54,216 | ¥9,375 | ¥6,644 | ¥7,252 | ¥1,011 | ¥78,498 | ¥(5,428) | ¥73,070 |
47
Yen in millions | |||||||||||||||
Three months ended March 31, 2013 | |||||||||||||||
Small precision motors | Automotive, appliance, commercial and industrial products | Machinery | Electronic and optical components | Others | Total | Eliminations/ Corporate | Consolidated | ||||||||
Net sales: | |||||||||||||||
Customers | ¥76,759 | ¥74,226 | ¥17,027 | ¥15,704 | ¥2,344 | ¥186,060 | ¥- | ¥186,060 | |||||||
Intersegment | 300 | 284 | 1,086 | 163 | 1,257 | 3,090 | (3,090) | - | |||||||
Total | 77,059 | 74,510 | 18,113 | 15,867 | 3,601 | 189,150 | (3,090) | 186,060 | |||||||
Operating expenses | 89,002 | 77,500 | 17,203 | 25,321 | 3,382 | 212,408 | (949) | 211,459 | |||||||
Operating income (loss) | ¥(11,943) | ¥(2,990) | ¥910 | ¥(9,454) | ¥219 | ¥(23,258) | ¥(2,141) | ¥(25,399) |
Yen in millions | |||||||||||||||
Three months ended March 31, 2012 | |||||||||||||||
Small precision motors | Automotive, appliance, commercial and industrial products | Machinery | Electronic and optical components | Others | Total | Eliminations/ Corporate | Consolidated | ||||||||
Net sales: | |||||||||||||||
Customers | ¥82,251 | ¥52,180 | ¥14,765 | ¥16,443 | ¥1,948 | ¥167,587 | ¥- | ¥167,587 | |||||||
Intersegment | 255 | 47 | 1,548 | 83 | 1,343 | 3,276 | (3,276) | - | |||||||
Total | 82,506 | 52,227 | 16,313 | 16,526 | 3,291 | 170,863 | (3,276) | 167,587 | |||||||
Operating expenses | 67,160 | 49,723 | 15,908 | 14,968 | 2,940 | 150,699 | (1,887) | 148,812 | |||||||
Operating income | ¥15,346 | ¥2,504 | ¥405 | ¥1,558 | ¥351 | ¥20,164 | ¥(1,389) | ¥18,775 |
Notes:
1. Product categories are classified based on similarities in product type, product attributes, and production and sales methods.
2. Major products of each product category:
(1) Small precision motors: Small precision DC motors (including spindle motors for HDDs), brushless DC fans, brush motors and vibration motors
(2) Automotive, appliance, commercial and industrial products: Home appliances, commercial and industrial motors and related products, automotive motors, and automotive components
(3) Machinery: Power transmission drives, precision equipment and factory automation-related equipment
(4) Electronic and optical components: Electronic components and optical components
(5) Others: Service etc
3. The product category has been renamed from “General motors” to “Automotive, appliance, commercial and industrial products.” This category includes automotive components which were previously included in “Others” product category. As a result, we have reclassified the results of automotive components for the three and year ended March 31, 2012.
4. The motor applications that were previously included in “Electronic and optical components” product category have been reclassified to “Small precision motors” product category. As a result, we have reclassified the results of the motor applications for the three and year ended March 31, 2012.
48
(5) Sales by Geographic Segment (unaudited)
Yen in millions | ||||||
Year ended March 31 | Increase or decrease | |||||
2013 | 2012 | |||||
Amount | % | Amount | % | Amount | % | |
Japan | ¥213,169 | 30.1 | ¥260,470 | 38.2 | ¥(47,301) | (18.2) |
U.S.A | 99,260 | 14.0 | 71,317 | 10.5 | 27,943 | 39.2 |
Singapore | 55,712 | 7.9 | 40,595 | 5.9 | 15,117 | 37.2 |
Thailand | 81,678 | 11.5 | 75,908 | 11.1 | 5,770 | 7.6 |
Philippines | 18,543 | 2.6 | 19,683 | 2.9 | (1,140) | (5.8) |
China | 150,631 | 21.2 | 148,553 | 21.8 | 2,078 | 1.4 |
Others | 90,277 | 12.7 | 65,794 | 9.6 | 24,483 | 37.2 |
Total | ¥709,270 | 100.0 | ¥682,320 | 100.0 | ¥26,950 | 3.9 |
Yen in millions | ||||||
Three months ended March 31 | Increase or decrease | |||||
2013 | 2012 | |||||
Amount | % | Amount | % | Amount | % | |
Japan | ¥49,571 | 26.6 | ¥56,527 | 33.7 | ¥(6,956) | (12.3) |
U.S.A | 30,667 | 16.5 | 15,311 | 9.1 | 15,356 | 100.3 |
Singapore | 13,734 | 7.4 | 15,672 | 9.4 | (1,938) | (12.4) |
Thailand | 20,795 | 11.2 | 17,864 | 10.7 | 2,931 | 16.4 |
Philippines | 3,927 | 2.1 | 6,372 | 3.8 | (2,445) | (38.4) |
China | 38,232 | 20.5 | 38,400 | 22.9 | (168) | (0.4) |
Others | 29,134 | 15.7 | 17,441 | 10.4 | 11,693 | 67.0 |
Total | ¥186,060 | 100.0 | ¥167,587 | 100.0 | ¥18,473 | 11.0 |
Note:
The sales are classified by domicile of the seller, and the figures exclude intra-segment transactions.
49
(6) Sales by Region (unaudited)
Yen in millions | ||||||
Year ended March 31 | Increase or decrease | |||||
2013 | 2012 | |||||
Amount | % | Amount | % | Amount | % | |
North America | ¥102,587 | 14.5 | ¥79,997 | 11.7 | ¥22,590 | 28.2 |
Asia | 364,242 | 51.3 | 358,653 | 52.5 | 5,589 | 1.6 |
Europe | 75,704 | 10.7 | 59,987 | 8.8 | 15,717 | 26.2 |
Others | 9,130 | 1.3 | 7,291 | 1.1 | 1,839 | 25.2 |
Overseas sales total | 551,663 | 77.8 | 505,928 | 74.1 | 45,735 | 9.0 |
Japan | 157,607 | 22.2 | 176,392 | 25.9 | (18,785) | (10.6) |
Consolidated total | ¥709,270 | 100.0 | ¥682,320 | 100.0 | ¥26,950 | 3.9 |
Yen in millions | ||||||
Three months ended March 31 | Increase or decrease | |||||
2013 | 2012 | |||||
Amount | % | Amount | % | Amount | % | |
North America | ¥32,313 | 17.4 | ¥21,059 | 12.6 | ¥11,254 | 53.4 |
Asia | 92,124 | 49.5 | 87,046 | 52.0 | 5,078 | 5.8 |
Europe | 23,338 | 12.5 | 15,464 | 9.2 | 7,874 | 50.9 |
Others | 2,902 | 1.6 | 371 | 0.2 | 2,531 | 682.2 |
Overseas sales total | 150,677 | 81.0 | 123,940 | 74.0 | 26,737 | 21.6 |
Japan | 35,383 | 19.0 | 43,647 | 26.0 | (8,264) | (18.9) |
Consolidated total | ¥186,060 | 100.0 | ¥167,587 | 100.0 | ¥18,473 | 11.0 |
Note:
The sales are classified by domicile of the buyer, and the figures exclude intra-segment transactions.
50
(7) Other information (unaudited)
1) Summary of Consolidated Financial Performance
Yen in millions (except for per share amounts) | ||||||
Year ended March 31 | Increase or decrease | Three months ended March 31 | Increase or decrease | |||
2013 | 2012 | 2013 | 2012 | |||
Net sales | ¥709,270 | ¥682,320 | 3.9% | ¥186,060 | ¥167,587 | 11.0% |
Operating income (loss) | 17,627 | 73,070 | (75.9)% | (25,399) | 18,775 | - |
Ratio of operating income to net sales | 2.5% | 10.7% | (13.7)% | 11.2% | ||
Income (loss) from continuing operations before income taxes | 13,427 | 70,856 | (81.1)% | (24,409) | 22,063 | - |
Ratio of income from continuing operations before income taxes to net sales | 1.9% | 10.4% | (13.1)% | 13.2% | ||
Net income (loss) attributable to Nidec Corporation | 7,998 | 40,731 | (80.4)% | (19,095) | 9,077 | - |
Ratio of net income attributable to Nidec Corporation to net sales | 1.1% | 6.0% | (10.3)% | 5.4% | ||
Net income attributable to Nidec Corporation per share-basic | ¥59.37 | ¥296.25 | ¥(141.45) | ¥66.34 | ||
Net income attributable to Nidec Corporation per share-diluted | ¥55.07 | ¥276.89 | - | ¥61.98 | ||
Total assets | ¥1,004,852 | ¥800,401 | ||||
Nidec Corporation shareholders’ equity | 415,502 | 370,182 | ||||
Nidec Corporation shareholders’ equity to total assets | 41.3% | 46.2% | ||||
Nidec Corporation shareholders’ equity per share | ¥3,085.07 | ¥2,705.32 | ||||
Net cash provided by operating activities | ¥110,286 | ¥56,712 | ||||
Net cash used in investing activities | (133,854) | (19,918) | ||||
Net cash provided by (used in) financing activities | 61,117 | (814) | ||||
Cash and cash equivalents at end of year | ¥193,420 | ¥130,290 |
Note: Some items colored in the above table are omitted, because we also omit them in the report in Japanese language.
2) Scope of Consolidation and Application of the Equity Method
Number of consolidated subsidiaries: | 232 |
Number of affiliated companies accounted for under the equity method: | 5 |
3) Change in Scope of Consolidation and Application of the Equity Method
Change from March 31, 2012 | |
Number of companies newly consolidated: | 70 |
Number of companies excluded from consolidation: | 7 |
Number of companies newly accounted for by the equity method: | 3 |
Number of companies excluded from accounting by the equity method: | - |
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