2001
Feb.22, 2001
Minebea Co., Ltd.
Charges Incurred by Subsidiaries; Withdrawal from the Automobile wheel Business and Losses Due to Affiliated Firms' Reorganization
Our board meeting held today resolved that the company will transfer our holdings in our subsidiary Actus Corporation, our Kyoto Manufacturing Unit will withdraw from the automotive wheel business, and report the losses incurred from our affiliated firms. The following outlines these resolutions and details our adjusted forecasts for our business performance for the current fiscal year.
1. Transfer of our holdings of Actus Corporation
1) On January 26 this year, we reported that negotiations were undeway between the company and Advantage Partners, Inc. ("Advantage") with regard to the transfer of the shares held by us ie Actus Corporation ("Actus") to an investment fund under the operation of Advantage and Marubeni Corporation.
Our board of directors met today and has approved the final details of this transfer, and we have also executed the transfer agreement today.
This transfer works towards our corporate management milestone and demonstrates that Minebea will further concentrate its managerial resources on manufacturing activities, thereby attempting to improve its business performances and strengthening its corporate financial position.
2) Actus operation
Minebea established Actus as a subsidiary in 1980. To date this firm has established six outlets in Japan developing its business of importing and retailing furniture and interior goods while also operating contract businesses.
3) Business results of Actus (yen in millions)
Year ended March 2000 | Ten months ended January 31, 2001 | |
---|---|---|
Sales | 10,833 | 9,465 |
Gross profit | 5,193 | 4,550 |
Operating income | 916 | 784 |
Ordinary income | 870 | 773 |
4) Assets, Liabilities, and Shareholders' Equity (As of January 31, 2001; yen in millions)
Assets Liabilities | Liabilities | ||
---|---|---|---|
Current assets | 1,565 | Current liabilities | 2,150 |
Fixed assets | 1,591 | Long-term liabilities | 807 |
Total assets | 3,156 | Shareholders' equity | 199 |
Total liabilities and Shareholders' equity | 3,156 |
5) Transfer schedule, price and settlement details
(1) Schedule : | Stock transfer agreement executed on February 22, 2001 Stock transfer on February 23, 2001 |
(2) Transfer price : | Approximately ¥5.4 billion |
(3) Payment : | all in cash |
6) Profile of transferee:
The transferee hereof is TRS Co., Ltd. which is a special-purpose company (SPC) invested under the Advantage MBI Fund II, a consortium of investment enterprises of limited liability. Advantage is the management firm of the MBI Fund II and its updated information is outlined below.
Representatives : | Mr. Taisuke Sasanuma, Joint Representative Partner Mr. Richard L. Fowlsom, Joint Representative Partner. |
Capital : | ¥48.87 milion |
Head Office : | 16F, Imperial Tower, 1-1-1 Uchi-Saiwai-cho, Chiyoda-ku, Tokyo. Tel. 03-5157-0170 |
Established : | December 17, 1992 |
Main lines of business: | Private equity fund management; MBI Fund I (established October 1997); MBI Fund II (established January 2000); and direct private equity investment via start-up and acquisition. |
2. Withdrawal from the Wheel Business
1) Rational:
The domestic market for replacement wheels continued diminishing year by year, causing our business performance of this business line to decline. Now this business environment is expected to worsen even futures, so we judged turnaround in our performance to be extremely unlikely. As a result we decided at our board meeting today to retire from the wheel business as at the end of December 31, 2001 and to phase out our Kyoto Manufacturing Unit.
2) Operation updates:
We are manufacturing hundreds of types of automotive wheels for cars, trucks, construction vehicles, industrial offroad vehicles and farm machinery.
3) Performance results (yen in millions)
Year ended March 2000 | Ten months ended January 2001 | |
---|---|---|
Sales | 3,348 | 2,580 |
Operating income | -400 | -372 |
Ordinary income | -499 | -425 |
4) Assets and liabilities (yen in millions) (as of March 31, 2001)
Assets | Liabilities | ||
---|---|---|---|
Current assets | 611 | Current liabilities | 131 |
Fixed assets | 3,391 | Head office accounts | 3,871 |
Total assets | 4,002 | Total liabilities | 4,002 |
5) Schedule and expected phase-out losses
(1) Schedule : | Phase-out resolved on February 22, 2001 Phase-out implementation from December 31, 2001 |
(2) Phase-out losses : | ¥3.2 billion expected. |
3. Write-off of Extraordinary Charges due to Reorganization of Affiliated Companies
1) Write-off the losses arising from the sale of our holdings of our subsidiaries
As part of our reorganization programs, we have decided to sell our share holdings of Minebea Electronics (UK) Ltd. (our British subsidiary which designs and sells switching power supplies) to Rose Bearings Ltd. (our British subsidiary making and selling bearings). We have decided to write-off the loss to the Company of ¥2.5billion arising from this sale.
2) Write-off the investment losses due to the holdings revaluation
(1) Hwan Chong Enterprise Co., Ltd. is our subsidiary in Taiwan which builds and sells audio-speaker boxes etc. We are reorganizing our audio speaker business lines with this firm's production transferring to our subsidiary in Malaysia, thereby diminishing the scale of operations of the former. As a result, we have decided to apply waste disposition according to financial instruments accounting standards by writing off the losses due to revaluation of our holdings of the former subsidiary.
(2) Papst-Minebea-Disc-Motor (Thailand) Ltd. is our Thai subsidiary headquartered in Bangkok, Thailand and represented by Susumu Fujisawa. Specialized in the production and sales of electronic devises and components, this firm was incorporated in February 1991 and its paid-up capital amounts to 90 million baht. Minebea Thai Ltd. is also a Thai subsidiary which is manufacturing and selling mechanical parts and assemblies as well as electronic devices. Now, thanks to the expansion of our Thai production of the spindle motors for hard disk drives in the latter subsidiary, it has attained the primary goal of the former subsidiary. Consequently, we have decided to liquidate the former subsidiary around by March 2003, subject to approval from the Thai government. As a result, we have decided to write off the Company's loss of ¥2.23 billion arising from the revaluation of our investments made to these two Thai firms.
Now, with regard to our business performances as a Company, we have already included the losses incurred by these three subsidiaries in our last fiscal year. However, in relation to the foreign currency translation adjustments already included in our consolidated balance sheets last fiscal year, we will write off ¥800 million as an extraordinary charge caused by the phase-out of the business operations of our affiliated companies.
4. Adjustments to our Performance Forecasts
Taking these matters into account, we would like to take this opportunity to adjust our forecasts of our business performances for the current fiscal year, ending March 31 this year made ealier, as follows.
1) Company (yen in millions except dividends)
Adjusted resultsestimated at present | Estimated results announced in Nov,2000 | |
---|---|---|
Net sales | 200,000(0) | 206,467 |
Operating income | 12,500(0) | 14,016 |
Ordinary income | 12,000(0) | 12,822 |
Net income | 4,000(-2,450) | 5,549 |
Annual dividends per share | 7.00 | 7.00 |
2) Consolidated (yen in millions except dividends)
Adjusted results estimated at present | Estimated results announced in Nov,2000 | |
---|---|---|
Net sales | 287,000(-1,000) | 293,124 |
Operating income | 34,000(-160) | 35,177 |
Ordinary income | 25,000(-150) | 26,987 |
Net income | 15,000(500) | 15,084 |
Notes: The parenthesized figures indicate the differences from the previous forecasts.
Product information, contact and other context are subject to change without prior notice.