for the fiscal year ended march 31, 2017 - · pdf filefor the fiscal year ended march 31, 2017...
TRANSCRIPT
For the Fiscal Year Ended March 31, 2017
Annual Select® 2017
NAGANO KEIKI CO., LTD.
1-30-4 Higashimagome, Ohta-ku, Tokyo, Japan
(Securities Code: 7715)
+81-3-3776-5311
Corporate Profile
NAGANO KEIKI CO., LTD. (“Nagano Keiki”), which started out as a company to “measure” pressure, temperature and flow rates under the corporate philosophy of “World-class expertise rising to the challenge,” is now approaching the milestone of its 70th founding anniversary in 2018.
Last year, Nagano Keiki’s “dead-weight pressure gauge (manufactured in 1924)” was registered as an Essential Historical Material for Science and Technology – known as “Future Engineering Heritage” – by the National Museum of Nature and Science. While taking on the mission to hand down the technologies which provided important achievements for economic development to the next generation, Nagano Keiki is continuing its study to fuse existing technologies with new technologies.
As a specialized manufacturer of pressure measuring instruments, Nagano Keiki has made a basic policy of management to contribute to the economic development of local society and international society by the “manufacturing and selling of pressure measurement instruments and control equipment.” Nagano Keiki will work to develop, manufacture, and sell new products to offer “Safety” and “Security” to the world.
Furthermore, at JADE Sensortechnik GmbH, a joint venture established in the state of Saxony playing a core role in the semiconductor industry in Germany, a global leader in AI and IoT technology, the Nagano Keiki Group is progressing forward with the adoption of leading-edge automation systems that were developed in the automotive industry in efforts to maximize group synergy and strengthen global competitiveness.
As societies continue to develop economically, people aim for even higher technological advancement and pursue greater abundance. The Nagano Keiki Group pledges to aim for sustainable development that will contribute to a future society full of remarkable change.
To ensure that Nagano Keiki is the first name comes to people’s mind when pressure measurement requires, we strive energetically to develop our business as the world’s best manufacturer of pressure measurement instruments.
- 2 -
I. Summary of Selected Financial Data (Consolidated)
91st fiscal year 92nd fiscal year 93rd fiscal year 94th fiscal year 95th fiscal year
From April 1, 2012to March 31, 2013
From April 1, 2013to March 31, 2014
From April 1, 2014to March 31, 2015
From April 1, 2015 to March 31, 2016
From April 1, 2016to March 31, 2017
Net sales (Thousands of yen)
36,652,659 40,769,188 45,867,007 44,949,093 44,199,287
Ordinary profit (Thousands of yen)
913,655 1,284,885 1,641,784 2,077,240 1,921,544
Profit attributable to owners of parent
(Thousands of yen)
401,503 1,232,248 1,219,953 1,319,101 1,331,891
Comprehensive income (loss)(Thousands of yen)
847,707 2,678,517 2,228,743 (287,218) 2,078,711
Net assets (Thousands of yen)
14,391,032 16,954,489 17,190,982 18,262,230 19,936,281
Total assets (Thousands of yen)
34,941,203 38,557,236 43,241,565 42,327,523 44,809,143
Net assets per share (Yen)
692.32 816.25 991.73 926.17 1,005.98
Basic earnings per share (Yen)
19.54 59.97 62.88 74.80 68.70
Diluted earnings per share (Yen)
– – – – –
Equity ratio (%)
40.7 43.5 39.2 42.4 43.5
Return on equity (ROE) (%)
2.89 7.95 7.24 7.56 7.11
Price earnings ratio (PER) (Times)
35.06 11.49 11.70 8.62 10.44
Net cash provided by (used in) operating activities
(Thousands of yen)
1,623,516 1,284,929 1,587,027 2,599,678 2,717,295
Net cash provided by (used in) investing activities
(Thousands of yen)
(1,306,183) (645,347) (1,103,514) (1,031,148) (960,934)
Net cash provided by (used in) financing activities
(Thousands of yen)
(434,281) (690,009) 17,646 (411,585) (1,702,805)
Cash and cash equivalents at end of period
(Thousands of yen)
3,048,308 3,259,778 3,885,028 4,927,454 4,910,730
Number of employees [Separately, average number of temporary employees]
(Persons)
2,123 [196]
2,140 [183]
2,180 [196]
2,059 [223]
1,997 [209]
Notes: 1. Net sales do not include consumption taxes (meaning consumption tax and local consumption tax. The same shall apply hereinafter).
2. Diluted earnings per share is not presented because no potential shares exist.
- 3 -
II. Current Fiscal Year Results and Outlook for Next Fiscal Year
Business Environment Facing the Nagano Keiki Group
The tone of the world economy in the fiscal year ended March 31, 2017, remained one of moderate
recovery, buoyed by continued expansion in employment and rises in consumer spending in the U.S., as
well as firm consumer spending in Europe. In China also, where the economy had been suffering from a
slowdown, the effects of government-led capital investment in the public sector became visible, and overall
the world economy continued to record a gentle recovery. Nevertheless, due to risks such as the decision of
the UK to leave the EU, protectionist policy declarations made by the new administration in the U.S., and
geopolitical risks, uncertainty is rising.
As for the Japanese economy, a gradual recovery continued as a result of economic and monetary policies
taken by the government and the Bank of Japan, etc., but visibility going forward is limited due to such
factors as exchange rate volatility.
Corporate philosophy
World-class expertise rising to the challenge
From extra-high pressure to fine pressure
President and CEO
Shigeo Yoda
- 4 -
III. Operating Results of the Nagano Keiki Group
At the Nagano Keiki Group, from the third quarter onward we saw the effects of a recovery in demand
from the semiconductor and construction machinery sectors, etc. and, in addition to rising demand for
die-cast products, for which the main customer is the automobile sector, there was a contribution from the
start of our joint venture in Europe. However, the stagnation of capital investment in Japan up to the end of
the second quarter, the weakness in capital investment demand from the energy industry in the U.S. as a
result of the low oil price level, and the impact of declines caused by the foreign currency translation at the
consolidated level following the appreciation of the yen against the U.S. dollar year on year, resulted in
Group net sales of ¥44,199 million (down 1.7% year on year). With regard to profits and losses, although
reductions in fixed costs did have an impact, operating profit was affected by the decline in net sales and
came in at ¥1,850 million (down 4.3% year on year), and ordinary profit was ¥1,921 million (down 7.5%
year on year).
Due to the settlement of litigation that had been brought against the U.S. subsidiary, litigation settlement of
¥873 million was posted under extraordinary losses, while insurance income of ¥582 million was posted
under extraordinary income. In addition, as a result of such items as a ¥331 million in gain on sales of
investment securities, profit attributable to owners of parent was ¥1,331 million (up 1.0% year on year).
Net sales (Unit: Millions of yen)
Operating profit (Unit: Millions of yen)
Profit attributable to owners of parent
(Unit: Millions of yen)
IV. Economic Conditions in the Next Fiscal Year
Surveying the outlook for the global economy, we expect the trend of recovery in capital investment in the
U.S. to continue against a backdrop of improvements in corporate earnings and strong business conditions
for companies. We forecast that resilient consumer spending will sustain a solid economic recovery in
Europe also. In China, although the adjustment in capital stock will weigh heavily in the medium term, for
the time being we expect the economy to move steadily ahead following improvements in the balance of
inventories.
45 , 867 44 , 9 49 44 , 199
0
10,000
20,000
30,000
40,000
50,000
93rd fiscal year(FY2014)
94th fiscal year(FY2015)
95th fiscal year(FY2016)
1 , 762
1 , 9331 , 850
0
500
1,000
1,500
2,000
93rd fiscal year(FY2014)
94th fiscal year(FY2015)
95th fiscal year(FY2016)
1 , 2 191 , 319 1 , 3 31
0
300
600
900
1,200
1,500
93rd fiscal year(FY2014)
94th fiscal year(FY2015)
95th fiscal year(FY2016)
- 5 -
In Japan, we expect the economy to continue to recover in moderate fashion due to a revival in exports,
increases in public investment and steady consumer spending. However, given such factors as the political
situation in Europe and protectionist policy declarations by the new administration in the U.S., the outlook
does not permit of optimism.
V. Earnings Outlook for the Next Fiscal Year
The Nagano Keiki Group will remain thoroughly cost conscious, cutting out waste, improving productivity,
and reducing inventories, while continuously launching new products in an effort to progress towards
achieving its planned targets.
In the R&D division we will continue to move ahead with product development that links directly to
market needs, based on a roadmap classified by development theme, in addition to which we will work to
leverage outsourced development to create new products and to deliver results ahead of schedule.
In the pressure gauge business, we anticipate that the
solid demand from the semiconductor sector seen
during the fiscal year under review will continue at
high levels, and for the U.S. subsidiaries we forecast an
increase in sales based on a recovery in orders relating
primarily to the oil exploration business.
For the pressure sensor business we anticipate that the
firm conditions experienced in the fiscal year under
review will continue, centering on demand from the
semiconductor and construction machinery sectors.
Furthermore, we expect increases from the start of
full-scale production of pressure sensors for use in
automotive applications at our joint venture in
Germany.
In the measurement and control equipment business,
we forecast that sales of air leakage testers will
increase.
In other businesses, we forecast steady sales, mainly of die-cast products to the automobile sector.
As a result of the above, in our consolidated earnings outlook for the next fiscal year, we forecast net sales
of ¥45,130 million, operating profit of ¥1,630 million, ordinary profit of ¥1,620 million, and profit
attributable to owners of parent of ¥920 million.
The assumed foreign exchange rates in our earnings outlook are ¥110 to the U.S. dollar and ¥120 to the euro.
- 6 -
VI. Principal Products
Pressure gauge-related products
Pressure gauge-related products include various types of
instruments such as duplex pressure gauges, low
differential pressure gauges, and differential pressure
gauges in addition to general pressure gauges. These
gauges measure the pressure by detecting deformation of
pressure sensing element inside such as Bourdon tube,
magnifying and converting the deformation to rotational
motion of pointer using gear system. The pressure value is
displayed by the pointer on the dial. These gauges have a
broad range of applications, for its simple structure and
needlessness of electricity.
Pressure sensors / Pressure control devices
Pressure sensors include pressure transmitters and digital
pressure gauges. Pressure-sensing element inside the
products deforms by receiving pressure. Then, electronic
resistance or capacitance of the pressure sensing element
changes accordingly. This change is pulled out as voltage
or current signal, and is transmitted via cable to the
remote location. As pressure control can be made by
processing these transmitted signals on a computer, these
sensors are expected to have a wide range of applications,
including the use in sophisticated machineries and
equipment that apply pressure.
- 7 -
VII. Consolidated Financial Statements
(1) Consolidated Balance Sheets
(Thousands of yen)
As of March 31, 2016 As of March 31, 2017
Assets Current assets
Cash and deposits 5,637,967 5,675,196 Notes and accounts receivable - trade 8,697,409 9,409,762 Electronically recorded monetary claims - operating
692,169 1,107,524
Securities 3,456 – Merchandise and finished goods 4,286,211 4,093,811 Work in process 2,159,321 2,185,759 Raw materials and supplies 1,675,376 1,605,546 Deferred tax assets 414,443 530,961 Other 746,415 1,552,537 Allowance for doubtful accounts (109,944) (182,660)
Total current assets 24,202,827 25,978,439
Non-current assets Property, plant and equipment
Buildings and structures 10,379,152 10,572,148 Accumulated depreciation (8,169,752) (8,341,002)
Buildings and structures, net 2,209,399 2,231,146
Machinery, equipment and vehicles 18,333,097 18,397,913 Accumulated depreciation (16,118,282) (16,262,996)
Machinery, equipment and vehicles, net 2,214,815 2,134,917
Land 4,424,791 4,388,590 Leased assets 724,491 775,022
Accumulated depreciation (255,002) (281,874)
Leased assets, net 469,489 493,147
Construction in progress 404,791 495,140 Other 4,087,973 4,058,826
Accumulated depreciation (3,946,973) (3,901,051)
Other, net 141,000 157,774
Total property, plant and equipment 9,864,288 9,900,717
Intangible assets Leased assets 228,030 201,804 Other 850,338 670,167
Total intangible assets 1,078,368 871,972
Investments and other assets Investment securities 5,347,227 6,097,092 Long-term loans receivable 460,132 417,157 Net defined benefit asset 11,200 18,872 Deferred tax assets 286,229 479,210 Other 1,159,802 1,132,508 Allowance for doubtful accounts (82,554) (86,826)
Total investments and other assets 7,182,038 8,058,014
Total non-current assets 18,124,695 18,830,703
Total assets 42,327,523 44,809,143
- 8 -
(Thousands of yen)
As of March 31, 2016 As of March 31, 2017
Liabilities Current liabilities
Notes and accounts payable - trade 3,538,002 4,243,481 Short-term loans payable 6,071,389 5,796,973 Current portion of long-term loans payable 1,507,205 1,482,880 Lease obligations 329,494 166,791 Income taxes payable 505,559 940,295 Provision for bonuses 778,210 794,338 Other 1,777,225 2,674,479
Total current liabilities 14,507,087 16,099,239
Non-current liabilities Long-term loans payable 5,634,354 4,833,275 Lease obligations 499,861 506,549 Deferred tax liabilities 879,965 840,335 Provision for directors’ retirement benefits 227,393 209,573 Net defined benefit liability 2,191,718 2,272,783 Asset retirement obligations 32,949 32,949 Other 91,964 78,155
Total non-current liabilities 9,558,205 8,773,621
Total liabilities 24,065,292 24,872,861
Net assets Shareholders’ equity
Capital stock 4,380,126 4,380,126 Capital surplus 4,449,680 4,448,737 Retained earnings 8,301,858 9,245,995 Treasury shares (26,865) (26,962)
Total shareholders’ equity 17,104,800 18,047,896
Accumulated other comprehensive income Valuation difference on available-for-sale securities
1,557,771 2,268,298
Foreign currency translation adjustment (243,212) (318,552) Remeasurements of defined benefit plans (463,058) (494,175)
Total accumulated other comprehensive income 851,501 1,455,569
Non-controlling interests 305,928 432,815
Total net assets 18,262,230 19,936,281
Total liabilities and net assets 42,327,523 44,809,143
- 9 -
(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income
Consolidated Statements of Income (Thousands of yen)
Fiscal year ended March 31, 2016
Fiscal year ended March 31, 2017
Net sales 44,949,093 44,199,287 Cost of sales 32,310,869 31,724,530
Gross profit 12,638,223 12,474,756
Selling, general and administrative expenses Packing expenses and haulage expenses 548,420 529,073 Salaries and allowance 3,959,057 3,776,323 Welfare expenses 936,079 921,523 Provision for bonuses 194,468 228,178 Retirement benefit expenses 127,107 120,147 Provision for directors’ retirement benefits 62,376 36,383 Provision of allowance for doubtful accounts 12,564 46,622 Depreciation 394,009 294,851 Research and development expenses 1,322,797 1,500,730 Other 3,148,229 3,170,374
Total selling, general and administrative expenses 10,705,110 10,624,208
Operating profit 1,933,112 1,850,548
Non-operating income Interest income 45,056 56,676 Dividend income 105,562 113,445 Rental income 31,617 32,314 Foreign exchange gains 24,347 – Share of profit of entities accounted for using equity method
80,940 70,011
Compensation income 76,942 – Other 243,260 217,195
Total non-operating income 607,725 489,642
Non-operating expenses Interest expenses 276,234 206,834 Loss on sales of notes receivable - trade 58,158 55,074 Commission fee 14,350 13,591 Foreign exchange losses – 15,435 Other 114,854 127,710
Total non-operating expenses 463,598 418,646
Ordinary profit 2,077,240 1,921,544
Extraordinary income Gain on sales of non-current assets 12,672 5,931 Gain on sales of investment securities – 331,185 Insurance income – 582,600
Total extraordinary income 12,672 919,716
- 10 -
(Thousands of yen)
Fiscal year ended March 31, 2016
Fiscal year ended March 31, 2017
Extraordinary losses Loss on sales of non-current assets 1,236 1,643 Loss on retirement of non-current assets 24,311 9,120 Impairment loss – 117,813 Litigation settlement – 873,900
Total extraordinary losses 25,548 1,002,477
Profit before income taxes 2,064,365 1,838,783
Income taxes - current 716,287 959,018 Income taxes - deferred 14,708 (595,425)
Total income taxes 730,996 363,592
Profit 1,333,369 1,475,190
Profit attributable to non-controlling interests 14,267 143,299
Profit attributable to owners of parent 1,319,101 1,331,891
- 11 -
Consolidated Statements of Comprehensive Income
(Thousands of yen)
Fiscal year ended March 31, 2016
Fiscal year ended March 31, 2017
Profit 1,333,369 1,475,190 Other comprehensive income
Valuation difference on available-for-sale securities (707,391) 711,892 Foreign currency translation adjustment (546,631) (29,769) Remeasurements of defined benefit plans, net of tax (308,370) (31,117) Share of other comprehensive income of entities accounted for using equity method
(58,193) (47,484)
Total other comprehensive income (1,620,587) 603,520
Comprehensive income (287,218) 2,078,711
Comprehensive income attributable to Comprehensive income attributable to owners of parent
(297,811) 1,940,841
Comprehensive income attributable to non-controlling interests
10,593 137,870
- 12 -
(3) Consolidated Statements of Changes in Equity
Fiscal year ended March 31, 2016
(Thousands of yen)
Shareholders’ equity
Capital stock Capital surplus Retained earnings Treasury shares Total shareholders’
equity Balance at beginning of current period
4,380,126 4,478,541 7,681,097 (2,065,706) 14,474,059
Changes of items during period
Dividends of surplus (341,758) (341,758)
Profit attributable to owners of parent
1,319,101 1,319,101
Purchase of treasury shares (229) (229)
Disposal of treasury shares
294,205 1,359,421 1,653,627
Retirement of treasury shares
(323,067) (356,582) 679,650 –
Net changes of items other than shareholders’ equity
Total changes of items during period – (28,861) 620,760 2,038,841 2,630,740
Balance at end of current period
4,380,126 4,449,680 8,301,858 (26,865) 17,104,800
Accumulated other comprehensive income
Non-controlling interests
Total net assets
Valuation difference on
available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined
benefit plans
Total accumulated
other comprehensive
income Balance at beginning of current period
2,268,824 358,380 (154,687) 2,472,517 244,406 17,190,982
Changes of items during period
Dividends of surplus (341,758)
Profit attributable to owners of parent
1,319,101
Purchase of treasury shares
(229)
Disposal of treasury shares
1,653,627
Retirement of treasury shares
–
Net changes of items other than shareholders’ equity
(711,052) (601,593) (308,370) (1,621,016) 61,522 (1,559,493)
Total changes of items during period (711,052) (601,593) (308,370) (1,621,016) 61,522 1,071,247
Balance at end of current period
1,557,771 (243,212) (463,058) 851,501 305,928 18,262,230
- 13 -
Fiscal year ended March 31, 2017
(Thousands of yen)
Shareholders’ equity
Capital stock Capital surplus Retained earnings Treasury shares Total shareholders’
equity Balance at beginning of current period
4,380,126 4,449,680 8,301,858 (26,865) 17,104,800
Changes of items during period
Dividends of surplus (387,754) (387,754)
Profit attributable to owners of parent
1,331,891 1,331,891
Purchase of treasury shares (97) (97)
Change in ownership interest of parent due to transactions with non-controlling interests
(943) (943)
Net changes of items other than shareholders’ equity
Total changes of items during period
– (943) 944,136 (97) 943,096
Balance at end of current period
4,380,126 4,448,737 9,245,995 (26,962) 18,047,896
Accumulated other comprehensive income
Non-controlling interests
Total net assets
Valuation difference on
available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined
benefit plans
Total accumulated
other comprehensive
income Balance at beginning of current period
1,557,771 (243,212) (463,058) 851,501 305,928 18,262,230
Changes of items during period
Dividends of surplus (387,754)
Profit attributable to owners of parent
1,331,891
Purchase of treasury shares (97)
Change in ownership interest of parent due to transactions with non-controlling interests
(943)
Net changes of items other than shareholders’ equity
710,526 (75,340) (31,117) 604,068 126,886 730,954
Total changes of items during period
710,526 (75,340) (31,117) 604,068 126,886 1,674,051
Balance at end of current period
2,268,298 (318,552) (494,175) 1,455,569 432,815 19,936,281
- 14 -
(4) Consolidated Statements of Cash Flows
(Thousands of yen)
Fiscal year ended March 31, 2016
Fiscal year ended March 31, 2017
Cash flows from operating activities Profit before income taxes 2,064,365 1,838,783 Depreciation 1,373,217 1,229,479 Impairment loss – 117,813 Increase (decrease) in allowance for doubtful accounts
469 81,530
Increase (decrease) in provision for bonuses 71,417 21,661 Increase (decrease) in net defined benefit liability 187,686 126,819 Interest and dividend income (150,618) (170,122) Interest expenses 276,234 206,834 Loss on sales of notes receivable - trade 58,158 55,074 Foreign exchange losses (gains) 8,149 18,241 Share of (profit) loss of entities accounted for using equity method
(80,940) (70,011)
Loss (gain) on sales of investment securities – (331,185) Decrease (increase) in notes and accounts receivable - trade
(86,762) (1,194,242)
Decrease (increase) in inventories (148,290) 154,414 Increase (decrease) in notes and accounts payable - trade
(222,717) 813,556
Increase (decrease) in accrued consumption taxes (12,154) 58,575 Other, net 84,856 319,343
Subtotal 3,423,071 3,276,566
Interest and dividend income received 194,523 242,263 Interest expenses paid (263,961) (206,617) Payments for sales of notes receivable - trade (58,438) (53,739) Income taxes paid (695,516) (541,177)
Net cash provided by (used in) operating activities 2,599,678 2,717,295
Cash flows from investing activities Payments into time deposits (756,313) (504,159) Proceeds from withdrawal of time deposits 738,723 432,063 Purchase of property, plant and equipment (1,100,118) (1,281,999) Proceeds from sales of property, plant and equipment 48,602 4,600 Purchase of investment securities (4,227) (6,168) Proceeds from sales of investment securities – 535,132 Net decrease (increase) in short-term loans receivable
– (89,381)
Payments of long-term loans receivable (3,000) (116,930) Collection of long-term loans receivable 74,778 75,476 Other, net (29,594) (9,568)
Net cash provided by (used in) investing activities (1,031,148) (960,934)
- 15 -
(Thousands of yen)
Fiscal year ended March 31, 2016
Fiscal year ended March 31, 2017
Cash flows from financing activities Net increase (decrease) in short-term loans payable (289,175) (251,067) Proceeds from long-term loans payable 2,210,832 840,909 Repayments of long-term loans payable (3,306,844) (1,578,306) Proceeds from disposal of treasury shares 1,653,627 – Purchase of treasury shares (229) (97) Cash dividends paid (341,329) (387,224) Dividends paid to non-controlling interests (1,149) (9,986) Other, net (337,316) (317,033)
Net cash provided by (used in) financing activities (411,585) (1,702,805)
Effect of exchange rate change on cash and cash equivalents
(114,519) (70,278)
Net increase (decrease) in cash and cash equivalents 1,042,425 (16,724)
Cash and cash equivalents at beginning of period 3,885,028 4,927,454
Cash and cash equivalents at end of period 4,927,454 4,910,730
- 16 -
VIII. Company History
December 1948 Established as Nagano Keiki Seisakusho Co., Ltd. when predecessor Tokyo Keiki
Seisakusho Co., Ltd. was liquidated and split into the Company and Tokyo Keiki
Seizosho Co., Ltd. (now TOKYO KEIKI INC.). Nagano Keiki Seisakusho Co., Ltd.
established its headquarters and factory in Komoro Town in Kitasaku County (present day
Komoro City) of Nagano Prefecture and began operation with capital of ¥5 million
December 1966 Completed third stage construction of the Ueda Measurement Instrument Plant in Nagano
Prefecture’s Ueda City and moved company headquarters
June 1976 Company headquarters moved to Higashimagome, Ohta-ku, Tokyo
November 1988 Signed pressure sensor technology and marketing agreement with Dresser Industries Inc.
of the United States
March 1989 Completed first stage construction of the Maruko Electronic Instrument Plant and began
full-fledged production of pressure sensors in Maruko Town in Chiisagata County
(presently part of Ueda City) in Nagano Prefecture
Established KOREA NAGANO CO., LTD., as a joint venture for the production and sale
of pressure gauges and thermometers
March 1991 Established DRESSER-NAGANO, LTD., as a joint venture with United States’ Dresser
Inc. and began production of silicon capacitance sensors
February 1995 Ueda Measurement Instrument Plant and Maruko Electronic Instrument Plant obtained
ISO 9001 certification from the Japan Quality Assurance Organization
September 1996 Ueda Measurement Instrument Plant was named Designated Manufacturing Business
Operator for aneroid pressure gauges
October 1996 Signed technology transfer and licensing agreement with United States’ Delco Electronics
Corporation (now Delphi Automotive Systems) for high-pressure sensing technology
July 1997 Changed company name to NAGANO KEIKI CO., LTD.
September 1998 Signed technology transfer and licensing agreement with Germany’s Robert Bosch GmbH
for high-pressure sensing technology
December 1998 Stock registered on over-the-counter market of the Japan Securities Dealers Association
November 2000 Ueda Measurement Instrument Plant and Maruko Electronic Instrument Plant obtained
ISO 14001 certification from the Japan Gas Appliances Inspection Association
April 2003 Acquired all shares of FUKUDA CO., LTD., and began full-scale production of flow
control devices (mainly air leakage testers)
December 2004 Canceled OTC registration with Japan Securities Dealers Association and listed stock on
JASDAQ Securities Exchange
February 2005 Listed on Second Section of Tokyo Stock Exchange
May 2006 Acquired all shares of Ashcroft Holdings, Inc., and promoted developing global business
in pressure gauges and pressure sensors
Changed name of Ashcroft Holdings, Inc. to AN Holdings, Inc., effective May 30
- 17 -
April 2007 Upgraded to First Section of Tokyo Stock Exchange
Changed name of AN Holdings, Inc. to Ashcroft-Nagano Keiki Holdings, Inc., effective
April 25
February 2008 Took equity stake in S3C, Inc., to promote development of pressure sensors
April 2008 Acquired all shares of New-Era Co., Ltd., to promote early commercialization of
measurement and control equipment and development of new markets
June 2009 Established New-Era International Co., Ltd., as Thai subsidiary of New-Era Co., Ltd.
November 2013 Signed agreement with Germany’s Elmos Semiconductor AG and Silicon
Microstructures, Inc. of the United States on business alliance for joint development and
provision of ASIC and MEMS type pressure sensor elements
July 2014 Established joint venture, JADE Sensortechnik GmbH, with Germany’s Intelligente
Sensorsysteme Dresden GmbH
- 18 -
IX. Company Information
Company Information (as of March 31, 2017)
Trade name: NAGANO KEIKI CO., LTD. Established: December 1948 Listed: December 2004 Business year: From April 1 to March 31 Paid-in capital: 4,380 million yen Number of employees: 2,206 (including temporary employees; on a consolidated basis) Head office: 1-30-4 Higashimagome, Ohta-ku, Tokyo, Japan Telephone: +81-3-3776-5311 Consolidated subsidiaries: New-Era Co., Ltd.
FUKUDA CO., LTD. Nagano Hanyo Keiki Mfg. Co., Ltd. Nagano Co., Ltd. NAGANO KEISO CO., LTD. Yoshitomi-Mahshin, Co., Ltd. Epoch Nagano, Co., Ltd. Sun Cast Co., Ltd. Ashcroft-Nagano Keiki Holdings, Inc. S3C, Inc. Willy Instrumentos de Medicao e Controle Ltda. Ashcroft Instruments (Suzhou) Co., Ltd. JADE Sensortechnik GmbH Other eight (8) companies
Directors and Corporate Auditors (as of June 30, 2017)
President and CEO Shigeo Yoda Executive Director Sanji Hirai Executive Director Masahiro Mashima Executive Director Tetsuo Komatsu Director Masatsugu Sato Director Kazuya Yamagishi Director Hiroshi Nagasaka Director Toshie Yajima Director Toshifumi Wakui Director* Masataka Sase Corporate Auditor (Standing) Zenji Imai Corporate Auditor (Standing) Yutaka Tamura Corporate Auditor** Kazushige Sekizaki Corporate Auditor** Hideaki Saito
* Outside Director ** Outside Corporate Auditor
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Stock Status (as of March 31, 2017)
Total number of authorized shares: 54,840,000 shares Total number of issued shares: 19,432,984 shares Number of shareholders: 3,990 Major shareholders (Top 10)
Shareholder name Number of shares held
(Thousands) Share-holding ratio
(%)
AIR WATER INC. 1,402 7.21
Nagano Keiki Business Partners Shareholders’ Association 1,117 5.75
The Hachijuni Bank, Ltd. 842 4.33
Shigeru Miyashita 578 2.98
Mizuho Bank, Ltd. 565 2.91
Naoki Toya 531 2.73
NIDEC SANKYO CORPORATION 521 2.68
Nagano Keiki Employees Shareholders’ Association 520 2.68
Hachijuni Capital Co., Ltd. 505 2.60
TAIYO NIPPON SANSO CORPORATION 497 2.56Note: In addition to the above, there are 45,383 treasury shares.
* Annual Select is an English-language disclosure format developed by ZAIHON, INC. to increase the level of convenience of investors outside Japan based on Japanese-language statutory disclosure material, timely disclosure material prescribed by securities exchanges and voluntarily disclosed IR material. Annual Select is a registered trademark of ZAIHON, INC. Reproduction or copying without prior permission is prohibited.
* While every best effort has been made to provide a translation meeting the quality standards required of professionals, the Company does not guarantee it is 100% accurate. Therefore, please verify the original Japanese text for any final judgments made based on this information.